0001243875-03-000005 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 23rd, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 12 , 2003 (this "Agreement"), is made by and between MEDIX RESOURCES, INC., a Colorado corporation, with headquarters located at 420 Lexington Avenue, Suite 1830, New York, NY 10170 (the "Company"), and each entity named on a signature page hereto (each, an "Initial Investor") (each agreement with an Initial Investor being deemed a separate and independent agreement between the Company and such Initial Investor, except that each Initial Investor acknowledges and consents to the rights granted to each other Initial Investor under such agreement).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 23rd, 2003 • Medix Resources Inc • Services-computer programming, data processing, etc. • New York

THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below, is entered into by and between MEDIX RESOURCES, INC., a Colorado corporation, with headquarters located at 420 Lexington Avenue, Suite 1830, New York, NY 10170 (the "Company"), and each individual or entity (other than the Company) named on a signature page hereto (as used herein, each such signatory is referred to as the "Lender" or a "Lender") (each agreement with a Lender being deemed a separate and independent agreement between the Company and such Lender, except that each Lender acknowledges and consents to the rights granted to each other Lender [each, an "Other Lender"] under such agreement and the Transaction Agreements, as defined below, referred to therein).

Contract
Medix Resources Inc • June 23rd, 2003 • Services-computer programming, data processing, etc.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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