MERGER AGREEMENT

                          dated as of December 19, 2002

                                      among

                               PS PURCHASE CORP.,

                             MEDIX RESOURCES, INC.,

                               POCKETSCRIPT, LLC,

                                       and

                                STEPHEN S. BURNS





     MERGER  AGREEMENT dated as of December 19, 2002 (this  "Agreement"),  among
(i) POCKETSCRIPT,  LLC, an Ohio limited liability company (the "Company"),  (ii)
MEDIX  RESOURCES,  INC.,  a Colorado  corporation  ("Medix"),  (iii) PS Purchase
Corp., a Delaware corporation (the "Merger Sub"), and a wholly-owned  subsidiary
of Medix, and (iii) STEPHEN S. BURNS, ("Burns " or the "Representative").

                             W I T N E S S E T H:
                             -------------------

     WHEREAS,  the  parties  to this  Agreement  desire  to  effect a  strategic
business combination;

     WHEREAS,  Burns owns  approximately 25% of the issued and outstanding Units
(as hereinafter defined) of the Company;

     WHEREAS, in furtherance of the foregoing, upon the terms and subject to the
conditions of this  Agreement  and in  accordance  with Chapter 1705 of the Ohio
Revised Code (the "Ohio  Statute"),  the Merger Sub will merge with and into the
Company in accordance with the provisions of the Ohio Statute,  with the Company
as the surviving corporation;

     WHEREAS,  the  Board of  Directors  of Medix  and the sole  Manager  of the
Company has approved and determined  that this Agreement,  and the  transactions
contemplated  herein,   including  the  Merger  (as  hereinafter  defined),  are
advisable,  fair to, and in the best interests of, their respective corporations
and stockholders; and

     WHEREAS,  the  Board of  Directors  of Medix  and the sole  Manager  of the
Company has  resolved to recommend  adoption  and  approval of the Merger,  this
Agreement and the transactions  contemplated herein to the stockholders of Medix
and the members of the Company (the "Members"), respectively, and has determined
that the Merger,  this Agreement,  and the transactions  contemplated hereby are
fair to such stockholders or Members,  as the case may be, and to recommend that
the  stockholders of Medix and the Members,  approve and adopt the Merger,  this
Agreement and the transactions contemplated herein.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective
representations,   warranties,   covenants  and  agreements  contained  in  this
Agreement and intending to be legally bound hereby,  the parties hereto agree as
follows:

                                   ARTICLE I.

                                    General

Section 1.1.      The Merger.

     Upon the terms and  subject to the  conditions  of this  Agreement,  and in
accordance with the Ohio Statute and the Delaware  General  Corporation Law (the
"DGCL"), at the Effective Time (as hereinafter defined), the Merger Sub shall be
merged with and into the Company (the "Merger").  As a result of the Merger, the
separate  existence of the Merger Sub shall cease and the Company shall continue
as the surviving  corporation of the Merger (the "Surviving  Corporation").  The
corporate existence of the Company, with all its purposes,  rights,  privileges,
franchises,  powers and objects, shall continue unaffected and unimpaired by the
Merger and, as the  Surviving  Corporation,  it shall be governed by the laws of
the State of Ohio.

Section 1.2.      Effective Time; Closing.

     As  promptly  as  practicable  after  the  satisfaction  or  waiver  of the
conditions  set forth in Articles  VII, VIII and IX hereof,  the parties  hereto
shall cause the Merger to be  consummated  by filing the  Certificate  of Merger
with the Secretary of State of the State of Ohio and by making all other filings
or recordings  required  under the Ohio Statute and the DGCL in connection  with
the Merger,  in such form as is required by, and executed in accordance with the
relevant  provisions of, the Ohio Statute or such other applicable Law. The date

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