S-8

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As filed with the Securities and Exchange Commission on July 5, 2001

Registration No. 333-    

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933

EBIX.COM, INC.
(Exact name of registrant as specified in its charter)

Delaware	77-0021975
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1900 E. Golf Road, Schaumburg, Illinois 60173, (847) 789-3047
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

ebix.com, Inc. 1996 Stock Incentive Plan, as amended
Delphi Information Systems, Inc. Non-Employee Directors Stock Option Plan
(Full Title of the Plans)

RICHARD J. BAUM
Senior Vice President-Finance and Administration
Chief Financial Officer and Secretary
ebix.com, Inc.
1900 E. Golf Road, Schaumburg, Illinois 60173, (847) 789-3047
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
MARK D. WOOD, ESQ.
Katten Muchin Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661-3693
(312) 902-5200

CALCULATION OF REGISTRATION FEE

Title Of Securities To Be Registered		Amount To Be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount Of Registration Fee
Common Stock, $0.10 par value (1996 Stock Incentive Plan)(2)		2,000,000 shares	$2.12(3)	$4,240,000	$1,060
Common Stock, $0.10 par value (Non-Employee Directors Stock Option Plan) (4)		300,000 shares	$3.38(5)	$1,014,000	$   254
	Total	2,300,000 shares	—	—	$1,314

(1)

This registration statement also covers an indeterminate number of shares of the Company's Common Stock that may be issuable by reason of stock splits, stock dividends or other adjustment provisions of the respective plans in accordance with Rule 416 under the Securities Act of 1933.

(2)

The Delphi Information Systems, Inc. 1996 Stock Incentive Plan (the "1996 Plan") was adopted by the Company's Board of Directors and approved by its stockholders on September 4, 1996. The Company previously registered 6,000,000 shares of Common Stock on Form S-8 (Registration File No. 333-23261). An amendment to the 1996 Plan was approved by the stockholders on October 22, 1999 which reflected the one-for-five reverse stock split effective May 6, 1998 (reducing the number of shares previously registered from 6,000,000 to 1,200,000) and increased the number of shares of Common Stock available for grant under the 1996 Plan by 1,500,000. Accordingly, the total number of shares reserved for grant under the 1996 Plan was 2,700,000 and the Company registered an additional 1,500,000 shares of Common Stock on Form S-8 (Registration File No. 333-46066). The 1996 Plan was amended by the Board of Directors on June 30, 2000 to change its name to the ebix.com, Inc. 1996 Stock Incentive Plan. An amendment increasing the number of shares reserved for grant under the 1996 Plan by 2,000,000 was adopted by the Board of Directors and approved by the stockholders on May 30, 2001. Accordingly, the total number of shares reserved for grant under the Plan is 4,700,000.

(3)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) of Regulation C under the Securities Act of 1933 on the basis of the closing sale price of our common stock as reported on the Nasdaq SmallCap Market on July 3, 2001.

(4)

The Delphi Information Systems, Inc. Non-Employee Directors Stock Option Plan (the "Directors Plan") was adopted by the Company's Board of Directors and approved by its stockholders on September 10, 1998.

(5)

Represents shares reserved for issuance under the Directors Plan. The dollar amounts are based upon the weighted average exercise price of the shares subject to outstanding options under the Directors Plan.

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The information called for in Part I of Form S-8 is currently included in the prospectuses for the ebix.com, Inc. 1996 Stock Incentive Plan and the Delphi Information Systems, Inc. Non-Employee Directors Stock Option Plan and is not being filed with, or included in, this Form S-8 in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC").

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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents filed by ebix.com, Inc. (the "Company") with the Securities and Exchange Commission ("SEC") are incorporated by reference in this registration statement:

(a)

The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000;



(b)

The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;



(c)

The Company's Current Reports on Form 8-K dated February 7, 2001; and



(d)

The description of the Company's Common Stock that is contained in the Company's Registration Statement on Form 8-A dated June 5, 1987 and filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); including any amendments or reports for the purpose of updating such description.

    In addition, all documents that the Company files pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date of this registration statement and before the filing of a post-effective amendment indicating that all securities offered pursuant to this registration statement have been sold or deregistering all the securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be part of this registration statement from the date of filing of those documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes that statement.

    The Company will to provide without charge to each person who has received a copy of any prospectus to which this registration statement relates, upon the written or oral request of that person, a copy of any or all the documents that have been or may be incorporated by reference into this registration statement, other than exhibits to those documents, unless the exhibits are incorporated by reference in those documents. Written requests for copies should be directed to the Company's principal executive offices at 1900 E. Golf Road, Schaumburg, Illinois, 60173, Attention: Secretary. Telephone requests for copies should be directed to the Company's Secretary at (847) 789-3047.

Item 4.  Description of Securities.

    Not applicable.

Item 5.  Interests of Named Experts and Counsel

    None.

Item 6.  Indemnification of Directors and Officers.

    Section 102(b)(7) of the Delaware General Corporation Law grants the Company the power to limit the personal liability of its directors to the Company or its stockholders for monetary damages for breach of a fiduciary duty. Article XI of the Company's Certificate of Incorporation, as amended, provides for the limitation of personal liability of the directors of the Company as follows:

    A director shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that this sentence shall not eliminate or limit the liability of a director (i) for any breach of his duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or

II–1

a knowing violation of law, (iii) under Section 174 of the General Corporation Law, or (iv) for any transaction from which the director derives an improper personal benefit. This Article XI shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when this Article becomes effective.

    Section 145 of the Delaware General Corporation Law grants to the Company the power to indemnify its directors, officers, employees and agents against liability arising out of their respective capacities as directors, officers, employees or agents. Article VII of the Company's Bylaws provides that the Company shall indemnify any person who is serving as a director, officer, employee or agent of the Company or of another entity at the request of the Company against judgments, fines, settlements and other expenses incurred in such capacity if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful. In the event of an action or suit by or in the right of the Company, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

    The Company has entered into indemnification agreements with its directors that would require the Company, subject to any limitations on the maximum permissible indemnification that may exist at law, to indemnify a director for claims that arise because of his capacity as a director.

    The Company has a directors' and officers' liability insurance policy.

    The above discussion is qualified in its entirety by reference to the Company's Certificate of Incorporation and Bylaws.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

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Item 8.  Exhibits.

4.1	Certificate of Incorporation, as amended (filed as Exhibit 3.1 to the Company's Registration Statement on Form S-8 (No. 333-23361), and incorporated herein by reference).
4.2	Certificate of Amendment of Certificate of Incorporation (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, and incorporated herein by reference).
4.3	Certificate of Amendment of Certificate of Incorporation dated November 5, 1999 (filed as Exhibit 3.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, and incorporated herein by reference).
4.4	Certificate of Amendment of Certificate of Incorporation dated June 22, 2001 (filed as Exhibit 4.4 to the Company's Registration Statement on Form S-3 (Registration No. 333-64368), and incorporated herein by reference).
4.5	By-laws of the Company (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and incorporated herein by reference).
4.6*	ebix.com, Inc. 1996 Stock Incentive Plan.
4.7	Amendment to Delphi information Systems, Inc. 1996 Stock Incentive Plan, changing the name of the Plan to ebix.com, Inc. 1996 Stock Incentive Plan (filed as Exhibit 4.6 to the Company's Form S-8 (No. 333-46066), and incorporated herein by reference).
4.8*	Second Amendment to ebix.com, Inc. 1996 Stock Incentive Plan.
4.9*	Delphi Information Systems, Inc. Non-Employee Directors Stock Option Plan.
5.1*	Opinion of KMZ as to the validity of the common stock.
23.1*	Consent of KMZ (included in its opinion filed as Exhibit 5.1).
23.2*	Consent of KPMG LLP, independent certified public accountants.
23.3*	Consent of Arthur Andersen LLP, independent certified public accountants.
24.1*	Powers of Attorney (included on the signature page hereto).

*

Filed herewith.

Item 9.  Undertakings.

    1.  The Company hereby undertakes:

    (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

    (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

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    (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

    (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

    2.  The Company hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    3.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the Company's directors, officers, and controlling persons pursuant to the foregoing provisions or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Schaumburg, State of Illinois, on this 5th day of July, 2001.

ebix.com, Inc.
By:	/s/ ROBIN RAINA Robin Raina President and Chief Executive Officer and Director

POWERS OF ATTORNEY

    Each person whose signature appears below hereby constitutes and appoints Robin Raina and Richard J. Baum, and each of them severally, acting alone and without the other, his true and lawful attorneys-in-fact and agents, with full power of substitution, to sign on his behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this registration statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

    Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on July 5, 2001.

Signature	Title
/s/ ROY ROGERS Roy Rogers	Chairman of the Board
/s/ ROBIN RAINA Robin Raina	President, Chief Executive Officer (principal executive officer) and Director
/s/ RICHARD J. BAUM Richard J. Baum	Senior Vice President-Finance & Administration, Chief Financial Officer (principal financial and accounting officer), and Secretary
/s/ WILLIAM R. BAUMEL William R. Baumel	Director
/s/ DOUG CHISHOLM Doug Chisholm	Director

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/s/ DENNIS DRISLANE Dennis Drislane	Director
/s/ LARRY G. GERDES Larry G. Gerdes	Director
/s/ WILLIAM W. RICH William W. Rich	Director

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INDEX TO EXHIBITS

ITEM 16. Exhibits

Exhibit Number	Description
4.6	ebix.com, Inc. 1996 Stock Incentive Plan.
4.8	Second Amendment to ebix.com, Inc. 1996 Stock Incentive Plan.
4.9	Delphi Information Systems, Inc. Non-Employee Directors Stock Option Plan.
5.1	Opinion of KMZ as to the validity of the common stock.
23.1	Consent of KMZ (included in its opinion filed as Exhibit 5.1).
23.2	Consent of KPMG LLP, independent certified public accountants.
23.3	Consent of Arthur Andersen LLP, independent certified public accountants.
24.1	Powers of Attorney (included on the signature page hereto).

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PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
SIGNATURES
POWERS OF ATTORNEY
INDEX TO EXHIBITS

EX-4.6

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Exhibit 4.6

DELPHI INFORMATION SYSTEMS, INC.

1996 STOCK INCENTIVE PLAN

Table of Contents

1.	PURPOSE	1
2.	DEFINITIONS	1
3.	SHARES AND PERFORMANCE UNITS AVAILABLE UNDER THE LAW	3
4.	OPTION RIGHTS	4
5.	APPRECIATION RIGHTS	5
6.	RESTRICTED SHARES	6
7.	DEFERRED SHARES	6
8.	PERFORMANCE SHARES AND PERFORMANCE UNITS	7
9.	TRANSFERABILITY	8
10.	ADJUSTMENTS	8
11.	FRACTIONAL SHARES	8
12.	WITHHOLDING TAXES	8
13.	PARTICIPATION BY DIRECTORS, OFFICERS AND OTHER KEY EMPLOYEES OF OR CONSULTANTS TO A LESS-THAN-80-PERCENT SUBSIDIARY	9
14.	CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF ABSENCE	9
15.	FOREIGN PARTICIPANTS	9
16.	ADMINISTRATION OF THE PLAN	9
17.	AMENDMENTS AND OTHER MATTERS	10

DELPHI INFORMATION SYSTEMS, INC.
1996 STOCK INCENTIVE PLAN

    1.  PURPOSE.  The purpose of this Plan is to attract and retain directors, officers and other key employees of and consultants to Delphi Information Systems, Inc. (the "Corporation") and its Subsidiaries and to provide such persons with incentives and rewards for superior performance.

    2.  DEFINITIONS.

    (a)  As used in this Plan:

    "APPRECIATION RIGHT" means a right granted pursuant to Section 5 of this Plan, including a Free-Standing Appreciation Right and a Tandem Appreciation Right.

    "BASE PRICE" means the price to be used as the basis for determining the Spread upon the exercise of a free-Standing Appreciation Right.

    "BOARD" means the Board of Directors of the Corporation.

    "CODE" means the Internal Revenue Code of 1986, as amended from time to time.

    "COMMITTEE" means a committee of not less than two "Non-Employee Directors" (as defined in Rule 16b-3(b)(3)(i) under Section 16(b) of the Exchange Act) appointed by and serving at the pleasure of the Board.

    "COMMON SHARES" means (i) shares of the Common Stock, par value $.10 per share, of the Corporation and (ii) any security into which Common Shares may be converted by reason of any transaction or event of the type referred to in Section 10 of this Plan.

    "DATE OF GRANT" means the date specified by the Board on which a grant of Option Rights, Appreciation Rights or Performance Shares or Performance Units or a grant or sale of Restricted shares or Deferred Shares shall become effective, which shall not be earlier than the date on which the Board takes action with respect thereto.

    "DEFERRAL PERIOD" means an award pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a specified Deferral Period.

    "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time to time.

    "FREE-STANDING APPRECIATION RIGHT" means an Appreciation Right granted pursuant to Section 5 of this Plan that is not granted in tandem with an Option Right or similar right.

    "INCENTIVE STOCK OPTION" means an Option Right that is intended to qualify as an "incentive stock option" under Section 422 of the Code or any successor provision thereto.

    "LESS-THAN-80-PERCENT SUBSIDIARY" means a subsidiary with respect to which the Corporation directly or indirectly owns or controls less than 80 percent of the total combined voting or other decision-making power.

    "MANAGEMENT OBJECTIVES" means the achievement or performance objectives established pursuant to this Plan for Participants who have received grants of Performance Shares or Performance Units or, when so determined by the Board, Restricted Shares.

    "MARKET VALUE PER SHARE" means the fair market value of the Common Shares as determined by the Board from time to time.

    "NONQUALIFIED OPTION" means an Option Right that is not intended to qualify as a Tax-Qualified Option.

    "OPTIONEE" means the person so designated in an agreement evidencing an outstanding Option Right.

    "OPTION PRICE" means the purchase price payable upon the exercise of an Option Right.

    "OPTION RIGHT" means the right to purchase Common Shares from the Corporation upon the exercise of a Nonqualified Option or a Tax-Qualified Option granted pursuant to Section 4, or a Replacement Option Right granted pursuant to Section 17(c), of this Plan.

    "PARTICIPANT" means a person who is selected by the Board to receive benefits under this Plan and (i) is at that time a director or an officer (including officers who are also directors) or other key employee of or a consultant to the Corporation or any Subsidiary or (ii) has agreed to commence serving in any such capacity.

    "PERFORMANCE PERIOD" means, in respect of a Performance Share or Performance Unit, a period of time established pursuant to Section 8 of this Plan within which the Management Objectives relating thereto are to be achieved.

    "PERFORMANCE SHARE" means a bookkeeping entry that records the equivalent of one Common Share awarded pursuant to Section 8 of this Plan.

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    "PERFORMANCE UNIT" means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section 8 of this Plan.

    "REPLACEMENT OPTION RIGHT" means an Option Right granted pursuant to Section 17(c) of this Plan in exchange for the surrender and cancellation of an option to purchase shares of another corporation that is acquired by the Corporation or a Subsidiary by merger or otherwise.

    "RESTRICTED SHARES" means Common Shares granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk of forfeiture nor the restrictions on transfer referred to in Section 6 hereof has expired.

    "SPREAD" means, in the case of a Free-Standing Appreciation Right, the amount by which the Market Value per Share on the date when the Appreciation Right is exercised exceeds the Base Price specified therein or, in the case of a Tandem Appreciation Right, the amount by which the Market Value per share on the date when the Appreciation Right is exercised exceeds the Option Price specified in the related Option Right.

    "SUBSIDIARY" means a corporation, partnership, joint venture, unincorporated association or other entity in which the Corporation has a direct or indirect ownership or other equity interest; PROVIDED, HOWEVER, for purposes of determining whether any person may be a Participant for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, "Subsidiary" means any corporation in which the Corporation owns or controls directly or indirectly more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation at the time of the grant.

    "TANDEM APPRECIATION RIGHT" means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with an Option Right or any similar right granted under any other plan of the Corporation.

    "TAX-QUALIFIED OPTION" means an Option Right that is intended to qualify under particular provisions of the Code, including but mot limited to an Incentive Stock Option.

    (b) As used in this Plan, the terms "employed" and "employment" shall be deemed to refer to service as a nonemployee director or as a consultant, as well as to a traditional employment relationship, as the case may be.

    3.  SHARES AND PERFORMANCE UNITS AVAILABLE UNDER THE PLAN.

    (a) Subject to the adjustment as provided in Section 10 of this Plan, the aggregate number aggregate number of Common Shares covered by outstanding awards, except Replacement Option Rights, granted under this Plan and issued or transferred upon the exercise or payment thereof, and the aggregate number of Performance Units granted under this Plan, shall not exceed 6,000,000. Common Shares issued or transferred under this Plan may be common shares of original issuance or Common Shares held in treasury or a combination thereof.

    (b) Subject to adjustment as provided in Section 10 of this Plan, the aggregate number of Common Shares covered by Replacement Option Rights granted under this Plan during any calendar year shall not exceed five percent of the Common Shares outstanding on January 1 of that year.

    (c) For the purposes of this Section 3:

     (i) Upon payment in cash of the benefit provided by any award granted under this Plan, any Common Shares that were covered by that award shall again be available for issuance or transfer hereunder.

    (ii) Common Shares covered by any award granted under this Plan shall be deemed to have been issued or transferred, and shall cease to be available for future issuance or transfer in respect

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of any other award granted hereunder, at the earlier of the time when they are actually issued or transferred or the time when dividends or dividend equivalents are paid thereon; PROVIDED, HOWEVER, that Restricted Shares shall be deemed to have been issued or transferred at the earlier of the time when they cease to be subject to a substantial risk of forfeiture or the time when dividends are paid thereon.

    (iii) Performance Units that are granted under this Plan, but are not earned by the Participant at the end of the Performance Period, shall be available for future grants of Performance Units hereunder.

    4.  OPTION RIGHTS.  The Board may from time to time authorize grants to Participants of Option Rights upon such terms and conditions as the Board may determine in accordance with the following provisions:

    (a) Each grant shall specify the number of Common Shares to which it pertains.

    (b) Each grant shall specify an Option Price per Common share, which shall be equal to or greater than the Market Value per Share on the Date of Grant; PROVIDED, HOWEVER, that the Option Price per Common Share of a Replacement Option Right may be less than the Market Value per Share on the Date of Grant.

    (c) Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the manner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalent acceptable to the Corporation, (ii) nonforfeitable, unrestricted Common Shares that are already owned by the optionee and have a value at the time of exercise that is equal to the Option Price, (iii) any other legal consideration that the Board may deem appropriate, including but not limited to any form of consideration authorized under Section 4(d) below, on such basis as the Board may determine in accordance with this Plan and (iv) any combination of the foregoing.

    (d) On or after the Date of Grant of any Nonqualified Option, the Board may determine that payment of the Option Price may also be made in whole or in part in the form of Restricted Shares or other Common Shares that are subject to risk of forfeiture or restrictions on transfer. Unless otherwise determined by the Board on or after the Date of Grant, whenever any Option Price is paid in whole or in part by means of any of the forms of consideration specified in this Section 4(d), the Common Shares received by the Optionee upon the exercise of the Nonqualified Option shall be subject to the same risks of forfeiture or restrictions on transfer as those that applied to the consideration surrendered by the optionee; PROVIDED, HOWEVER, that such risks of forfeiture and restrictions on transfer shall apply only to the same number of Common Shares received by the optionee as applied to the forfeitable or restricted Common Shares surrendered by the Optionee.

    (e) Any grant may provide for deferred payment of the Option Price from the proceeds of sale through a broker on the date of exercise of some or all of the Common Shares to which the exercise relates.

    (f)  Successive grants may be made to the same Participant regardless of whether any Option Rights previously granted to the Participant remain unexercised.

    (g) Each grant may specify a period or periods of continuous employment of the Optionee by the Corporation or any Subsidiary that are necessary before the Option Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of the Option Rights in the event of a change in control of the Corporation or other similar transaction or event.

    (h) Option Rights granted pursuant to this Section 4 maybe Nonqualified Options or Tax-Qualified Options or combinations thereof.

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    (i)  On or after the Date of Grant of any Nonqualified Option, the Board may provide for the payment to the Optionee of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis, or the Board may provide that any dividend equivalents shall be credited against the Option Price.

    (j)  No Option Right granted pursuant to this Section 4 may be exercised more than 10 years from the Date of Grant.

    (k) Each grant shall be evidenced by an agreement, which shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Optionee and shall contain such terms and provisions as the Board may determine consistent with this Plan.

    5.  APPRECIATION RIGHTS.  The Board may also authorize grants to Participants of Appreciation Rights. An Appreciation Right shall be a right of the Participant to receive from the Corporation an amount, which shall be determined by the Board and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the tile of the exercise of an Appreciation Right. Any grant of Appreciation Rights under this Plan shall be upon such terms and conditions as the Board may determine in accordance with the following provisions:

    (a) Any grant may specify that the amount payable upon the exercise of an Appreciation Right may be paid by the corporation in cash, Common Shares or any combination thereof and may (i) either grant to the Participant or reserve to the Board the right to elect among those alternatives or (ii) preclude the right of the Participant to receive and the Corporation to issue Common Shares or other equity securities in lieu of cash.

    (b) Any grant may specify that the amount payable upon the exercise of an Appreciation Right shall not exceed a maximum specified by the Board on the Date of Grant.

    (c) Any grant may specify (i) a waiting period or periods before Appreciation Rights shall become exercisable and (ii) permissible dates or periods on or during which Appreciation Rights shall be exercisable.

    (d) Any grant may specify that an Appreciation Right may be exercised only in the event of a change in control of the Corporation or other similar transaction or event.

    (e) On or after the Date of Grant of any Appreciation Rights, the Board may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis.

    (f)  Each grant shall be evidenced by an agreement, which shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Optionee and shall describe the subject Appreciation Rights, identify any related Option Rights, state that the Appreciation Rights are subject to all of the terms and conditions of this Plan and contain such other terms and provisions as the Board may determine consistent with this Plan.

    (g) Regarding Tandem Appreciation Rights only: Each grant shall provide that a Tandem Appreciation Right may be exercised only (i) at a time when the related Option Right (or any similar right granted under any other plan of the Corporation) is also exercisable and the Spread is positive and (ii) by surrender of the related Option Right (or such other right) for cancellation.

    (h) Regarding Free-Standing Appreciation Rights only:

     (i) Each grant shall specify in respect of each Free-Standing Appreciation Right a Base Price per Common Share, which shall be equal to or greater than the Market Value per Share on the Date of Grant;

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    (ii) Successive grants may be made to the same Participant regardless of whether any Free-Standing Appreciation Rights previously granted to the Participant remain unexercised;

    (iii) Each grant shall specify the period or periods of continuous employment of the Participant by the Corporation or any Subsidiary that are necessary before the Free-Standing Appreciation Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of the Free-Standing Appreciation Rights in the event of a change in control of the Corporation or other similar transaction or event; and

    (iv) No Free-Standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant.

    6.  RESTRICTED SHARES.  The Board may also authorize grants or sales to Participants of Restricted Shares upon such terms and conditions as the Board may determine in accordance with the following provisions

    (a) Each grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services, entitling the Participant to dividend, voting and other ownership rights, subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to.

    (b) Each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Market Value per Share on the Date of Grant.

    (c) Each grant or sale shall provide that the Restricted Shares covered thereby shall be subject to a "substantial risk of forfeiture" within the meaning of Section 83 of the Code for a period to be determined by the Board on the Date of Grant, and any grant or sale may provide for the earlier termination of such period in the event of a change in control of the Corporation or other similar transaction or event.

    (d) Each grant or sale shall provide that, during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Board on the Date of Grant. Such restrictions may include, but are not limited to, rights of repurchase or first refusal in the Corporation or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee.

    (e) Any grant or sale may require that any or all dividends or other distributions paid on the Restricted Shares during the period of such restrictions be automatically sequestered and reinvested on an immediate or deferred basis in additional Common Shares, which may be subject to the same restrictions as the underlying award or such other restrictions as the Board may determine.

    (f)  Each grant or sale shall be evidenced by an agreement, which shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Board may determine consistent with this Plan. Unless otherwise directed by the Board, all certificates representing Restricted Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to the Restricted Shares, shall be held in custody by the Corporation until all restrictions thereon lapse.

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    7.  DEFERRED SHARES.  The Board may also authorize grants or sales to Participants of Deferred Shares upon such terms and conditions as the Board may determine in accordance with the following provisions:

    (a) Each grant or sale shall constitute the agreement by the Corporation to issue or transfer Common Shares to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Board may specify.

    (b) Each grant or sale may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Market Value per Share on the Date of Grant.

    (c) Each grant or sale shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by the Board on the Date of Grant, and any grant or sale may provide for the earlier termination of the Deferral Period in the event of a change in control of the Corporation or other similar transaction or event.

    (d) During the Deferral Period, the Participant shall not have any right to transfer any rights under the subject award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote the Deferred Shares, but the Board may on or after the Date of Grant authorize the payment of dividend equivalents on the Deferred Shares in cash or additional Common Shares on a current, deferred or contingent basis.

    (e) Each grant or sale shall be evidenced by an agreement, which shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Board may determine consistent with this Plan.

    8.  PERFORMANCE SHARES AND PERFORMANCE UNITS.  The Board may also authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant upon the achievement of specified Management Objectives, upon such terms and conditions as the Board may determine in accordance with the following provisions:

    (a) Each grant shall specify the number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors.

    (b) The Performance Period with respect to each Performance Share or Performance Unit shall be determined by the Board on the Date of Grant and may be subject to earlier termination in the event of a change in control of the Corporation or other similar transaction or event.

    (c) Each grant shall specify the Management Objectives that are to be achieved by the Participant, which may be described in terms of Corporation-wide objectives or objectives that are related to the performance of the individual Participant or the Subsidiary, division, department or function within the Corporation or Subsidiary in which the Participant is employed.

    (d) Each grant shall specify in respect of the specified Management Objectives a minimum acceptable level of achievement below which no payment will be made and shall set forth a formula for determining the amount of any payment to be made if performance is at or above the minimum acceptable level but falls short of full achievement of the specified Management Objectives.

    (e) Each grant shall specify the time and manner of payment of Performance Shares or Performance Units that shall have been earned, and any grant may specify that any such amount may be paid by the Corporation in cash, Common Shares or any combination thereof and may either grant to the Participant or reserve to the Board the right to elect among those alternatives.

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    (f)  Any grant of Performance Shares may specify that the amount payable with respect thereto may not exceed a maximum specified by the Board on the Date of Grant. Any grant of Performance Units may specify that the amount payable, or the number of Common Shares issuable, with respect thereto may not exceed maximums specified by the Board on the Date of Grant.

    (g) On or after the Date of Grant of Performance Shares, the Board may provide for the payment to the Participant of dividend equivalents thereon in cash or additional Common Shares on a current, deferred or contingent basis.

    (h) The Board may adjust Management Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Board, events or transactions have occurred after the Date of Grant that are unrelated to the performance of the Participant and result in distortion of the Management objectives or the related minimum acceptable level of achievement.

    (i)  Each grant shall be evidenced by an agreement, which shall be executed on behalf of the Corporation by any officer thereof and delivered to and accepted by the Participant and shall contain such terms and provisions as the Board may determine consistent with this Plan.

    9.  TRANSFERABILITY.  (a) Any grant of an Option Right or other "derivative security" (as defined in Rule 163-1(c) under Section 16(a) of the Exchange Act) under this Plan may permit the transfer thereof by the Participant upon such terms and conditions as the Board shall specify.

    (b) Any grant made under this Plan may provide that all or any part of the Common Shares that are to be issued or transferred by the Corporation upon the exercise of Option Rights or Appreciation Rights or upon the termination of the Deferral Period applicable to Deferred Shares or in payment of Performance Shares or Performance Units, or are no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 6 of this Plan, shall be subject to further restrictions upon transfer.

    10. ADJUSTMENTS.  The Board may make or provide for such adjustments in the number of Common Shares covered by outstanding Option Rights, Appreciation Rights, Deferred Shares and Performance Shares granted hereunder, the Option Prices per Common Share or Base Prices per Common Share applicable to any such Option Rights and Appreciation Rights, and the kind of shares (including shares of another issuer) covered thereby, as the Board may in good faith determine to be equitably required in order to prevent dilution or expansion of the rights of Participants that otherwise would result from (a) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation or (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of warrants or other rights to purchase securities or any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, the Board may provide in substitution for any or all outstanding awards under this Plan such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all awards so replaced. Moreover, the Board may on or after the Date of Grant provide in the agreement evidencing any award under this Plan that the holder of the award may elect to receive an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction or event having a similar effect, or the Board may provide that the holder will automatically be entitled to receive such an equivalent award. The Board may also make or provide for such adjustments in the numbers of Common Shares specified in Sections 3(a)(i) and 3(a)(ii) of this Plan as the Board may in good faith determine to be appropriate in order to reflect any transaction or event described in this Section 10.

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    11. FRACTIONAL SHARES.  The Corporation shall not be required to issue any fractional Common Shares pursuant to this Plan. The Board may provide for the elimination of fractions or for the settlement thereof in cash.

    12. WITHHOLDING TAXES.  To the extent that the Corporation is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Corporation for the withholding are insufficient, it shall be a condition to the receipt of any such payment or the realization of any such benefit that the Participant or such other person make arrangements satisfactory to the Corporation for payment of the balance of any taxes required to be withheld. At the discretion of the Board, any such arrangements may include relinquishment of a portion of any such payment or benefit. The Corporation and any Participant or such other person may also make similar arrangements with respect to the payment of any taxes with respect to which withholding is not required.

    13. PARTICIPATION BY DIRECTORS, OFFICERS AND OTHER KEY EMPLOYEES OF OR CONSULTANTS TO A LESS-THAN-80-PERCENT SUBSIDIARY.  As a condition to the effectiveness of any grant or award to be made hereunder to a Participant who is a director or an officer or other key employee of or a consultant to a Less-Than-80-Percent Subsidiary, regardless of whether the Participant is also employed by the Corporation or another Subsidiary, the Board may require the Less-Than-80-Percent Subsidiary to agree to transfer to the Participant (as, if and when provided for under this Plan and any applicable agreement entered into between the Participant and the Less-Than-80-Percent Subsidiary pursuant to this Plan) the Common Shares that would otherwise be delivered by the Corporation upon receipt by the Less-Than-80-Percent Subsidiary of any consideration then otherwise payable by the Participant to the Corporation. Any such award may be evidenced by an agreement between the Participant and the Less-Than-80-Percent Subsidiary, in lieu of the Corporation, on terms consistent with this Plan and approved by the Board and the Less-Than-80-Percent Subsidiary. All Common Shares so delivered by or to a Less-Than-80-Percent Subsidiary will be treated as if they had been delivered by or to the Corporation for purposes of Section 3 of this Plan, and all references to the Corporation in this Plan shall be deemed to refer to the Less-Than-80-Percent Subsidiary except with respect to the definitions of the Board and the Committee and in other cases where, the context otherwise requires.

    14. CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF ABSENCE.  Notwithstanding any other provision of this Plan to the contrary, in the event of termination of employment by reason of death, disability, normal retirement, early retirement with the consent of the Corporation, termination of employment to enter public service with the consent of the Corporation or leave of absence approved by the Corporation, or in the event of hardship or other special circumstances, of a Participant who holds an Option Right or Appreciation Right that is not immediately and fully exercisable, any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred Shares as to which the Deferral Period is not complete, any Performance Shares or Performance Units that have not been fully earned, or any Common Shares that are subject to any transfer restriction pursuant to Section 9[(b)] of this Plan, the Board may take any action that it deems to be equitable under the circumstances or in the best interests of the Corporation, including without limitation waiving or modifying any limitation or requirement with respect to any award under this Plan.

    15. FOREIGN PARTICIPANTS.  In order to facilitate the making of any award or combination of awards under this Plan, the Board may provide for such special terms for awards to Participants who are foreign nationals, or who are employed by the Corporation or any Subsidiary outside of the United States of America, as the Board may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Board may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other

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purpose; PROVIDED, HOWEVER, that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate the inconsistency without further approval by the stockholders of the Corporation.

    16. ADMINISTRATION OF THE PLAN.  (a) This Plan shall be administered by the Board, which may delegate any or all of its authority hereunder to the Committee. To the extent of any such delegation, references in this Plan to the Board shall be deemed to refer to the Committee, unless the context requires otherwise. A majority of the Board shall constitute a quorum, and the acts of the members of the Board who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Board in writing, shall be the acts of the Board.

    (b) The interpretation and construction by the Board of any provision of this Plan or any agreement, notification or document evidencing the grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred Shares, Performance Shares or Performance Units, and any determination by the Board pursuant to any provision of this Plan or any such agreement, notification or document, shall be final and conclusive. No member of the Board shall be liable for any such action taken or determination made in good faith.

    17. AMENDMENTS AND OTHER MATTERS.  (a) This Plan may be amended from time to time by the Board; PROVIDED, HOWEVER, except as expressly authorized by this Plan, no such amendment shall increase the numbers of Common Shares specified in Sections 3(a)(i) and 3(a)(ii) hereof or the number of Performance Units specified in Section 3(b) hereof without the further approval of the stockholders of the Corporation.

    (b) With the concurrence of the affected Participant, the Board may cancel any agreement evidencing Option Rights or any other award granted under this Plan. In the event of any such cancellation, the Board may authorize the granting of new Option Rights or other awards hereunder, which may or may not cover the same number of Common Shares as had been covered by the cancelled Option Rights or other award, at such Option Price, in such manner and subject to such other terms, conditions and discretion as would have been permitted under this Plan had the cancelled Option Rights or other award not been granted.

    (c) The Board may grant under this Plan any award or combination of awards authorized under this Plan, including but not limited to Replacement Option Rights, in exchange for the surrender and cancellation of an award that was not granted under this Plan, including but not limited to an award that was granted by the Corporation or a Subsidiary, or by another corporation that is acquired by the Corporation or a Subsidiary by merger or otherwise, prior to the adoption of this Plan by the Board, and any such award or combination of awards so granted under this Plan may or may not cover the same number of Common Shares as had been covered by the cancelled award and shall be subject to such other terms, conditions and discretion as would have been permitted under this Plan had the cancelled award not been granted.

    (d) This Plan shall not confer upon any Participant any right with respect to continuance of employment with the Corporation or any Subsidiary and shall not interfere in any way with any right that the Corporation or any Subsidiary would otherwise have to terminate any Participant's employment at any time.

    (e) To the extent that any provision of this Plan would prevent any Option Right that was intended to qualify as a Tax-Qualified Option from so qualifying, any such provision shall be null and void with respect to any such Option Right; PROVIDED, HOWEVER, that any such provision shall remain in effect with respect to other Option Rights, and there shall be no further effect on any provision of this Plan.

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DELPHI INFORMATION SYSTEMS, INC. 1996 STOCK INCENTIVE PLAN

EX-4.8

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Exhibit 4.8

SECOND AMENDMENT
TO THE
1996 STOCK INCENTIVE PLAN

    The 1996 Stock Incentive Plan ("Plan") as adopted by the board and approved by the stockholders on September 4, 1996, is hereby amended, subject to approval by the holders of a majority of the common stock, par value $.10 per share of ebix.com, Inc. (the "Company"), present or represented and entitled to vote at the Company's 2001 Annual Meeting of Stockholders, as follows:

    I.

    To increase the number of shares of common stock available for grant under the Plan by 2,000,000, Section 3(a) is amended by deleting the number "2,700,000" and substituting therefor the number "4,700,000."

    II.

    Pursuant to Section 17(a), notwithstanding any provision herein or in the Plan to the contrary, no option granted in respect of the 2,000,000 additional shares of Common Stock authorized by this amendment which options may be granted to Participants may be exercised before stockholder approval is obtained and, if such approval is not obtained, all such outstanding options shall become void, no further grants shall be made pursuant to this amendment and the Plan shall immediately revert to its provisions in effect prior to this amendment.

    III.

    Except as modified herein, the Plan shall remain in full force and effect.

    IN WITNESS WHEREOF the Company has caused this amendment to be executed by its duly authorized officer this 30^th day of May, 2001.

EBIX.COM, INC.
By:	/s/ RICHARD J. BAUM
Title:	Senior Vice-President Finance and Administration, Chief Financial Officer and Secretary

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SECOND AMENDMENT TO THE 1996 STOCK INCENTIVE PLAN

EX-4.9

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Exhibit 4.9

DELPHI INFORMATION SYSTEMS, INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

ARTICLE I
PURPOSE

    The purpose of the Delphi Information Systems, Inc. Non-Employee Directors Stock Option Plan (as set forth herein and as amended from time to time, (the "Plan") is to encourage qualified persons to become and remain directors of Delphi Information Systems, Inc., a Delaware corporation (the "Company"), and to provide directors of the Company with a direct stake in its success.

ARTICLE II
DEFINITIONS

    2.1 "ARTICLE" means an Article of this Plan.

    2.2 "BOARD" means the Board of Directors of the Company.

    2.3 "COMMON STOCK" means the common stock, par value $.10 per share, of the Company.

    2.4 "DIRECTOR" means a member of the Board.

    2.5 "EFFECTIVE DATE" means September 10, 1998.

    2.6 "ELIGIBLE DIRECTOR" means a Director who is not an employee of the Company or any of its Subsidiaries as of the date of any grant of an Option to him.

    2.7 "FAIR MARKET VALUE" of a security means, as of any applicable date, (i) if the security is listed for trading on a national securities exchange or the Nasdaq National Market, the closing price, regular way, of the security as reported on the consolidated transaction reporting system applicable to such security, or if no such reported sale of the security shall have occurred on such date, on the next preceding date on which there was such a reported sale, or (ii) if the security is not listed for trading on a national securities exchange or the Nasdaq National Market, but is listed on the Nasdaq SmallCap Market, the average of the closing bid and asked prices, regular way, on the Nasdaq SmallCap Market or, if no such prices shall have been so reported for such date, on the latest preceding date for which such prices were so reported.

    2.8 "GRANTEE" means the Director to whom an Option has been granted.

    2.9 "MATURE SHARES" means shares of Common Stock that were acquired on the open market or that have been held for more than six months.

    2.10 "OPTION" means a right to purchase Common Stock granted under this Plan.

    2.11 "TERM" shall have the meaning provided in Article 5.2.

ARTICLE III
ADMINISTRATION

    The Plan is intended not to require discretionary action by any administrative body with regard to any transaction under the Plan. Subject to the provisions of the Plan, the Board shall have the power to construe and interpret the Plan, to determine all questions arising thereunder, and to adopt and amend rules for the administration of the Plan; PROVIDED, HOWEVER, that no such interpretation or rule shall change the number of Options that may be granted under the Plan or the terms upon which, or the times at which, or the periods within which, such Options may be exercised. Any decision of the Board in the administration of the Plan shall be final.

ARTICLE IV
AMOUNT OF COMMON STOCK

    The aggregate number of shares of Common Stock that may be delivered upon exercise of Options shall not exceed 300,000, subject to adjustment pursuant to Article VII. Such shares of Common Stock may be either authorized but unissued shares or previously-issued shares reacquired by the Company. If any Options terminate or expire without being exercised in whole or in part, new Options may be granted covering the shares not purchased under such terminated or expired Options.

ARTICLE V
GRANT OF OPTIONS

    5.1 GRANTS OF OPTIONS.

    (a) EFFECTIVE DATE GRANTS.

     (i) Subject to the condition set forth in Section 5.1(a)(ii) below and Section 8.1, the following grants of Options are made as of the Effective Date:

    (A) "A" GRANTS. For each person who is an Eligible Director on the Effective Date of the Plan who was an Eligible Director on September 4, 1996, an Option to purchase 15,600 shares of Common Stock at an exercise price of $5.00 per share. Notwithstanding the provisions of Section 5.2 or any other provisions hereof, the Term of the Option granted under this Section 5.1(a)(i)(A) shall expire on September 3, 2006.

    (B) "B" GRANTS. For each person who is an Eligible Director on the Effective Date of the Plan who was an Eligible Director on September 4, 1997, an Option to purchase 3,600 shares of Common Stock at an exercise price of $5.94 per share. Notwithstanding the provisions of Section 5.2 or any other provision hereof, the Term of the Option granted under this Section 5.1(a)(i)(B) shall expire on September 3, 2007.

    (ii) The Effective Date Grants of Options described in Section 5.1(a) shall be effective only on the condition that the Grantee waives any claim or any rights to any grants of options under the Delphi Information Systems, Inc. 1996 Stock Incentive Plan.

    (b) NEW DIRECTOR OPTIONS GRANTS. Subject to Section 8.1, a person who becomes an Eligible Director on or after the Effective Date shall automatically be granted an Option for 12,000 shares of Common Stock upon becoming an Eligible Director.

    (c) SUBSEQUENT ANNUAL GRANTS OF OPTIONS. Subject to Section 8.1, immediately following each annual meeting of the stockholders of the Company, commencing with the 1998 annual meeting, which occurs on the Effective Date, each person who is an Eligible Director at the conclusion of such meeting shall automatically be granted an Option for 3,600 shares of Common Stock.

    5.2 TERM OF OPTIONS. Except as otherwise provided in Section 5.1, each Option shall have a term ("Term") of 10 years beginning on the date of grant, unless earlier terminated as provided herein.

    5.3 EXERCISE PRICE. Except as otherwise provided in Section 5.1, the exercise price per share for each Option shall be 100% of the Fair Market Value of a share of Common Stock on the date of grant, subject to adjustment pursuant to Article VII.

    5.4 OPTION AGREEMENTS. Each Option shall be evidenced by an agreement in such form as the Board shall prescribe from time to time and shall be consistent with the Plan.

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ARTICLE VI
EXERCISE OF OPTIONS

    6.1 VESTING.

    (a) EFFECTIVE DATE GRANTS.

     (i) Subject to Section 8.1, each outstanding Option granted under Section 5.1(a)(i)(A) shall be cumulatively exercisable in accordance with the following table:

Number of Shares	Date Option Exercisable
11,600 shares	On the date on which the Option is granted.
4,000 shares	Earlier of (i) September 3, 1999, or (ii) the date of the 1999 annual meeting of stockholders of the Company.

    Notwithstanding the above table, no portion of any Option shall become exercisable after a Grantee ceases to be a Director for any reason.

    (ii) Subject to Section 8.1, each outstanding Option granted under Section 5.1(a)(i)(B) shall be fully exercisable on the date the Option is granted.

    (b) NEW DIRECTOR GRANTS. Subject to Section 8.1, each outstanding Option granted under Section 5.1(b) shall become cumulatively exercisable in accordance with the following table:

Number of Shares	Date Option Exercisable
4,000 shares	On the day prior to the first anniversary of the date on which the Option is granted.
1,000 shares	On the last day of each of eight calendar quarters commencing on the last day of the calendar quarter ending on or after the first anniversary of the date the Option is granted.

    Notwithstanding the above table, no portion of any Option shall become exercisable after a Grantee ceases to be a Director for any reason.

    (c) SUBSEQUENT ANNUAL GRANTS OF OPTIONS. Subject to Section 8.1, each outstanding Option granted under Section 5.1(c) shall become cumulatively exercisable in accordance with the following table:

Number of Shares	Date Option Exercisable
900 shares	On the last day of the calendar quarter ending on or after the date on which the Option is granted.
900 shares	On the last day of the second calendar quarter ending on or after the date on which the Option is granted.
900 shares	On the last day of the third quarter ending on or after the date on which the Option is granted.
900 shares	On the last day of the fourth quarter ending on or after the date on which the Option is granted.

    Notwithstanding the above table, no portion of any Option shall become exercisable after a Grantee ceases to be a Director for any reason.

    6.2 EXERCISE. An Option shall be exercised by delivery during the Term to the Company of (i) written notice of the exercise specifying the number of shares to be purchased and (ii) full payment in cash for the shares of Common Stock being acquired thereunder, which payment, at the election of

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the Grantee (or after the Grantee's death, his representative) may be made (a) in cash or its equivalent, (b) to the extent it would not violate any financial or other covenant of the Company, by delivery to the Company of Mature Shares valued at their Fair Market Value on the date of exercise, (c) by means of a cashless exercise through a broker approved by prior arrangement with the Company for this purpose, to the extent such cashless exercise is permitted under Regulation T, or (d) by any combination of the foregoing.

    6.3 EXERCISE AFTER TERMINATION OF DIRECTORSHIP. If a Grantee shall cease to be a Director for any reason while holding an unexpired Option that has not been fully exercised, such Option shall thereupon terminate; PROVIDED that the Grantee, or in the case of his death or adjudication of incompetency, his executor, administrator, distributees, guardian or legal representative, as the case may be, may exercise the Option (to the extent that it was exercisable pursuant to Section 6.1 on the date the person ceased to be a Director) at any time until the earlier to occur of (i) one year after the date such person ceased to be a Director, or (ii) the expiration of the Term of such Option.

ARTICLE VII
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

    7.1 ADJUSTMENTS. If the outstanding Common Stock is changed by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split, reverse stock split, stock dividend, rights offering, combination, spinoff, exchange of shares, or the like, an appropriate adjustment shall be made by the Board to (i) the aggregate number of shares then-remaining available under the Plan, (ii) the number of shares of Common Stock in respect of which Options are subsequently to be granted, and (iii) to the extent that any such adjustments are necessary to preserve the economic value of unexercised Options, the number or type of shares of capital stock subject to, and the exercise price of, outstanding Options.

    7.2 NO FRACTIONAL SHARES. If a fraction of a share would otherwise result from any adjustment pursuant to Section 7.1, the adjusted share amount shall be rounded to the nearest whole number.

ARTICLE VIII
MISCELLANEOUS

    8.1 STOCKHOLDER APPROVAL. No Option shall become exercisable until after the Plan has been approved by the holders of a majority of the shares of Common Stock present and entitled to vote thereon at a meeting of the stockholders of the Company. If such approval is not obtained on or before the first anniversary of the Effective Date, all outstanding Options shall expire and no additional Options shall be granted.

    8.2 OPTIONS NON-TRANSFERABLE. An Option shall not be transferable by its Grantee except by will or the laws of descent and distribution and shall be exercisable during the Grantee's lifetime only by the Grantee or his or her guardian or legal representative; PROVIDED, HOWEVER, that a Grantee may in a manner and to the extent permitted by the Board (a) designate in writing a beneficiary to exercise an Option after his or her death and (b) transfer an Option to a revocable, inter vivos trust as to which the Grantee is the settlor and trustee and of which the sole beneficiaries are the Grantee's spouse, the Grantee's parents or his spouse's parents, or lineal descendants of the Grantee (or trusts for their exclusive benefit); PROVIDED, HOWEVER, that a transfer of an Option shall be effective only if the Company shall have received an opinion of its counsel to the effect that the restrictions of this Section 8.2 are not required to allow such an Option to be exempt from potential liability under Section 16 (b) of the Securities Exchange Act of 1934 pursuant to SEC Rule 16b-3 thereunder.

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    8.3 EXPENSES. The expenses of the Plan shall be borne by the Company. Any taxes imposed on a Grantee upon exercise of an Option shall be paid by such Grantee.

    8.4 NO RIGHT TO RE-ELECTION. Neither the Plan nor any action taken hereunder shall be construed as giving any Director any right to be retained or re-elected as a Director.

    8.5 SECURITIES REGISTRATION. The Company shall not be obligated to deliver any shares of Common Stock hereunder until such shares have been listed on each securities exchange, stock market or national market system on which the Common Stock may then be listed, or until there has been compliance with all applicable state or federal securities laws; PROVIDED, HOWEVER, that the Company shall use all reasonable efforts to cause any such listing and compliance.

    8.6 TAXES. The Company shall not be required to issue shares of Common Stock upon the exercise of an Option unless the Grantee shall remit to the Company, in such manner as the Company may permit, an amount sufficient to satisfy any liability of the Company to withhold federal, state, local or foreign income or other taxes relating to such exercise.

    8.7 RIGHTS AS STOCKHOLDER. A Grantee shall not by reason of any Option have any right as a stockholder of the Company with respect to the shares of Common Stock which may be deliverable upon exercise of such Option until such shares have been delivered to him.

    8.8 SEVERABILITY. If all or any part of the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of the Plan not declared to be unlawful or invalid. Any Article or part of an Article so declared to be unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such Article or part of an Article to the fullest extent possible while remaining lawful and valid.

    8.9 APPLICABLE LAW. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Illinois.

ARTICLE IX
AMENDMENT

    The Plan may be amended from time to time by the Board as it shall deem advisable, including amendments necessary to qualify for any exemption or to comply with applicable law or regulations; PROVIDED, HOWEVER, that no amendment to the Plan may be made without the approval of the stockholders of the Company which changes (i) the criteria for Eligible Directors or (ii) the vesting conditions, term of exercisability, grant timing, grant amount or exercise price of Options. No amendment of the Plan shall adversely affect the rights of any Grantee under an Option without the consent of such Grantee.

ARTICLE X
TERMINATION

    The Plan shall terminate on the 10th anniversary of the Effective Date of the Plan, unless sooner terminated by the Board. Any termination of the Plan shall not affect any Option then outstanding.

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DELPHI INFORMATION SYSTEMS, INC. NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
ARTICLE I PURPOSE
ARTICLE II DEFINITIONS
ARTICLE III ADMINISTRATION
ARTICLE IV AMOUNT OF COMMON STOCK
ARTICLE V GRANT OF OPTIONS
ARTICLE VI EXERCISE OF OPTIONS
ARTICLE VII ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
ARTICLE VIII MISCELLANEOUS
ARTICLE IX AMENDMENT
ARTICLE X TERMINATION

EX-5.1

Exhibit 5.1

July 5, 2001

ebix.com, Inc.
1900 E. Golf Road
Schaumburg, Illinois 60173

Re: Registration Statement on Form S-8

Dear Ladies and Gentlemen:

    We have acted as counsel for ebix.com, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 2,300,000 shares (the "Shares") of the Company's common stock, $.10 par value per share (the "Common Stock"). Of such 2,300,000 Shares, 2,000,000 may be issued pursuant to the ebix.com, Inc. 1996 Stock Incentive Plan, as amended, (the "1996 Plan") and 300,000 may be issued pursuant to the Delphi Information Systems, Inc. Non-Employee Directors Stock Option Plan (the "Directors Plan"). The 1996 Plan and the Directors Plan are collectively referred to herein as the "Plans." This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

    In connection with this opinion, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the following:

1.

The Registration Statement;



2.

The Certificate of Incorporation of the Company, as amended;



3.

The By-laws of the Company, as amended;



4.

Records of proceedings and actions of the Board of Directors of the Company relating to the adoption of the Plans;



5.

The Plans;



6.

The form of option agreements under the Plans (the "Option Agreements"); and



7.

Such other instruments, documents, statements, certificates and records of the Company and others as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion.

    In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.

    Based upon and subject to the foregoing, we are of the opinion that, when certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock or registered and issued electronically through The Depository Trust Company, and when such Shares are issued and delivered by the Company and paid for in accordance with the terms of the Plans, the up to 2,300,000 Shares issuable under the Plans and covered by the Registration Statement will be validly issued, fully paid and non-assessable.

    Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and we do not express any opinion herein concerning any other laws. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. In connection therewith, we hereby consent to the use of this opinion for filing as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the related rules and regulations thereunder.

Very truly yours,

/s/ Katten Muchin Zavis
KATTEN MUCHIN ZAVIS

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBIC ACCOUNTANTS

The Board of Directors
ebix.com, Inc.:

    We consent to the use of our report dated March 30, 2001, relating to the consolidated balance sheets of ebix.com, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the years then ended, and the related consolidated financial statement schedule, incorporated by reference in this registration statement on Form S-8 from ebix.com's Annual Report on Form 10-K for the year ended December 31, 2000.

/s/ KPMG LLP

Chicago, Illinois
June 28, 2001

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CONSENT OF INDEPENDENT CERTIFIED PUBIC ACCOUNTANTS

EX-23.3

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Exhibit 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
ebix.com, Inc.

    As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated May 26, 2000, included in ebix.com, Inc.'s Form 10-K for the year ended December 31, 2000, and to all references to our firm included in this registration statement.

/s/ ARTHUR ANDERSEN LLP

ARTHUR ANDERSEN LLP

Chicago, Illinois
July 2, 2001

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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS