0001193805-05-001141 Sample Contracts

Contract
Healthaxis Inc • May 17th, 2005 • Services-computer programming services • Pennsylvania

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SUCH APPLICABLE STATE LAWS.

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SECOND AMENDMENT TO CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Change in Control Employment Agreement • May 17th, 2005 • Healthaxis Inc • Services-computer programming services

This Second Amendment to Change in Control Employment Agreement (this “Amendment”) is made and entered into by and between Healthaxis, Ltd., a Texas limited partnership (“Healthaxis”), and John Carradine (the “Executive”), to be effective as of the 13th day of May, 2005.

STOCK AND WARRANT PURCHASE AGREEMENT by and between HEALTHAXIS INC. and TAK INVESTMENTS, INC. February 23, 2005
Stock and Warrant Purchase Agreement • May 17th, 2005 • Healthaxis Inc • Services-computer programming services • Texas
INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 17th, 2005 • Healthaxis Inc • Services-computer programming services • Texas

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is dated as of May 13, 2005 among Healthaxis Inc., a Pennsylvania corporation (the “Company”) and Tak Investments, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Stock and Warrant Purchase Agreement, dated as of February 23, 2005, between the Company and the Purchaser (the “Stock Purchase Agreement”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 17th, 2005 • Healthaxis Inc • Services-computer programming services • Texas

This Agreement is made pursuant to the Stock and Warrant Purchase Agreement, dated as of February 23, 2005 among the Company and the Holder (the “Purchase Agreement”).

Contract
Healthaxis Inc • May 17th, 2005 • Services-computer programming services • Pennsylvania

THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED OR QUALIFIED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY SUCH APPLICABLE STATE LAWS.

SECOND AMENDMENT TO CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Change in Control Employment Agreement • May 17th, 2005 • Healthaxis Inc • Services-computer programming services

This Second Amendment to Change in Control Employment Agreement (this “Amendment”) is made and entered into by and between Healthaxis, Ltd., a Texas limited partnership (“Healthaxis”), and James W. McLane (the “Executive”), to be effective as of the 13th day of May, 2005.

FIRST AMENDMENT TO CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Change in Control Employment Agreement • May 17th, 2005 • Healthaxis Inc • Services-computer programming services

This First Amendment to Change in Control Employment Agreement (this “Amendment”) is made and entered into by and between Healthaxis, Ltd., a Texas limited partnership (“Healthaxis”), and Jimmy D. Taylor (the “Executive”), to be effective as of the 13th day of May, 2005.

REMOTE RESOURCING AGREEMENT
Remote Resourcing Agreement • May 17th, 2005 • Healthaxis Inc • Services-computer programming services • Texas

This Remote Resourcing Agreement (the “Agreement”) is entered into effective May 13, 2005 (the “Effective Date”) by and between Healthaxis, Ltd, a Texas limited partnership, having offices at 5215 N. O’Connor Blvd., Suite 800, Irving, Texas 75039 (“Healthaxis”), and Healthcare BPO Partners, L.P., a Texas limited partnership corporation having offices at ________________________ (“TakCo”).

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