<PAGE>

                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

                                 BY AND BETWEEN

                                      UICI

                                       AND

                             INSURDATA INCORPORATED




                                 January 3, 2000














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<TABLE>


                                                         TABLE OF CONTENTS

                                                                                                               Page
                                                                                                               ----
<S>     <C>                                                                                                    <C>
1.     BACKGROUND AND OBJECTIVES..................................................................................1

2.     DEFINITIONS AND DOCUMENTS..................................................................................2
2.1             Definitions.......................................................................................2
2.2             Other Terms.......................................................................................6
2.3             Associated Contract Documents.....................................................................6

3.     TERM.......................................................................................................6
3.1             Initial Term......................................................................................6
3.2             Extension.........................................................................................7

4.     SERVICES...................................................................................................7
4.1             Overview..........................................................................................7
4.2             Transfer Assistance Services......................................................................7

5.     REQUIRED CONSENTS.........................................................................................10

6.     FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED
       WITH THE PROVISION OF SERVICES............................................................................10
6.1             Service Facilities...............................................................................10
6.2             Software.........................................................................................12
6.3             Equipment........................................................................................12
6.4             Third Party Contracts............................................................................13
6.5             License to UICI Software.........................................................................13
6.6             Insurdata Assets; Shared Assets..................................................................13
6.7             Access to Third Party Software and Maintenance...................................................14
6.8             Notice of Defaults...............................................................................14

7.     SERVICE LEVELS............................................................................................14
7.1             General..........................................................................................14
7.2             Service Level Credits............................................................................14
7.3             Problem Analysis.................................................................................15
7.4             Continuous Improvement Reviews...................................................................15
7.5             Measurement and Monitoring.......................................................................15

8.     PROJECT PERSONNEL.........................................................................................15
8.1             Key Insurdata Personnel..........................................................................15
8.2             Insurdata Project Executive......................................................................16
8.3             Insurdata Personnel Are Not UICI Employees.......................................................16
8.4             Replacement, Qualifications, and Retention of Insurdata Personnel................................17
8.5             Conduct of Insurdata Personnel...................................................................17
8.6             Substance Abuse..................................................................................17
8.7             Hiring of Employees..............................................................................18
8.8             Assignment of Personnel..........................................................................18

9.     INSURDATA RESPONSIBILITIES................................................................................18
9.1             Policy and Procedures Manual.....................................................................18
9.2             Cooperation with UICI Third Party Contractors....................................................18
9.3             Reports..........................................................................................19
9.4             Meetings.........................................................................................19
9.5             Quality Assurance................................................................................20
</TABLE>




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<TABLE>
<S>              <C>                                                                                            <C>
9.7             Change Control...................................................................................20
9.8             Software Currency................................................................................20
9.9             Year 2000 Compliance.............................................................................20
9.11            Audit Rights.....................................................................................21
9.12            Subcontractors...................................................................................22

10.    UICI RESPONSIBILITIES.....................................................................................23
10.1            Responsibilities.................................................................................23

11.    CHARGES...................................................................................................23
11.1            General..........................................................................................23
11.2            Incidental Expenses..............................................................................24
11.3            Taxes............................................................................................24
11.4            New Services and Projects........................................................................25
11.5            Proration........................................................................................26
11.6            Refundable Items.................................................................................26
11.7            Most Favored Nations Pricing.....................................................................26

12.    INVOICING AND PAYMENT.....................................................................................27
12.1            Invoicing........................................................................................27
12.2            Set Off..........................................................................................27
12.3            Disputed Charges.................................................................................27
12.4            No Implied Charges...............................................................................28
12.5            Records..........................................................................................28
12.6            Late Payment.....................................................................................28

13.    UICI DATA AND OTHER PROPRIETARY INFORMATION...............................................................28
13.1            UICI Ownership of UICI Data......................................................................28
13.2            Safeguarding UICI Data...........................................................................29
13.3            Confidentiality..................................................................................29
13.4            File Access......................................................................................31

14.    OWNERSHIP OF MATERIALS....................................................................................31
14.1            UICI Owned Materials.............................................................................31
14.2            Developed Materials..............................................................................31
14.3            Other Materials..................................................................................32
14.4            General Rights...................................................................................32
14.5            UICI Rights Upon Expiration or Termination of Agreement..........................................33

15.    REPRESENTATIONS AND WARRANTIES............................................................................33
15.1            Work Standards...................................................................................33
15.2            Maintenance......................................................................................33
15.3            Efficiency and Cost Effectiveness................................................................33
15.4            Developed Materials..............................................................................34
15.5            Non-Infringement.................................................................................34
15.6            Authorization....................................................................................34
15.7            Malicious Code...................................................................................35
15.8            Disabling Code...................................................................................35
15.9            Compliance with Laws.............................................................................35
15.10           Remedy...........................................................................................35
15.11           Disclaimer of Warranties.........................................................................35
</TABLE>




<PAGE>
<TABLE>
<S>    <C>                                                                                                      <C>
16.    INSURANCE AND RISK OF LOSS................................................................................36
16.1            Insurance........................................................................................36
16.2            Risk of Loss.....................................................................................37

17.    INDEMNITIES...............................................................................................37
17.1            Indemnity by Insurdata...........................................................................37
17.2            Indemnity by UICI................................................................................38
17.3            Additional Indemnities...........................................................................38
17.4            Infringement.....................................................................................38
17.5            Indemnification Procedures.......................................................................39
17.6            Indemnification Procedures -- Governmental Claims................................................40
17.7            Subrogation......................................................................................40

18.    LIABILITY.................................................................................................40
18.1            General Intent...................................................................................40
18.2            Force Majeure....................................................................................40
18.3            Limitation of Liability..........................................................................41

19.    CONTRACT GOVERNANCE AND DISPUTE RESOLUTION................................................................42
19.1            Informal Dispute Resolution......................................................................42
19.2            Binding Arbitration..............................................................................43
19.3            Jurisdiction.....................................................................................43
19.4            Continued Performance............................................................................43
19.5            Governing Law....................................................................................43
19.6            Expiration of Claims.............................................................................44

20.    TERMINATION...............................................................................................44
20.1            Termination for Cause............................................................................44
20.2            Critical Services................................................................................45
20.3            Termination for Convenience......................................................................45
20.4            UICI's Right to Extend the Termination Date......................................................45
20.5            Termination upon Insurdata Change of Control.....................................................45
20.6            Equitable Remedies...............................................................................45

21.    GENERAL...................................................................................................46
21.1            Binding Nature and Assignment....................................................................46
21.2            Entire Agreement; Amendment......................................................................46
21.3            Compliance with Laws and Regulations.............................................................47
21.4            Notices..........................................................................................47
21.5            Counterparts.....................................................................................48
21.6            Headings.........................................................................................48
21.7            Relationship of Parties..........................................................................48
21.8            Severability.....................................................................................48
21.9            Consents and Approval............................................................................48
21.10           Waiver of Default; Cumulative Remedies...........................................................49
21.11           Survival.........................................................................................49
21.12           Publicity........................................................................................49
21.13           Service Marks....................................................................................49
21.14           Export...........................................................................................49
21.15           Third Party Beneficiaries........................................................................49
21.16           Order of Precedence..............................................................................50
21.17           Further Assurances...............................................................................50
21.18           Liens............................................................................................50
21.19           Covenant of Good Faith...........................................................................50
21.20           Acknowledgment...................................................................................50
21.21           Related Entities.................................................................................50
21.22           Remarketing......................................................................................50
</TABLE>



<PAGE>


                                    SCHEDULES

A        Key Insurdata Positions and Critical Support Personnel
B        Services
C        Service Levels and Performance Credits
D        Insurdata Charges
E        UICI Facilities
F        Insurdata Facilities
G        Eligible Recipients
H        Reports























<PAGE>



                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

         This Information Technology Services Agreement (the "Agreement") is
entered into effective January 3, 2000 (the "Effective Date") by and between
UICI, a Delaware corporation having offices at 4001 McEwen, Suite 200, Dallas,
Texas 75244 ("UICI"), and Insurdata Incorporated, a Texas corporation having
offices at 5215 N. O'Connor Blvd., Suite 800, Irving, Texas 75039 ("Insurdata").

                                R E C I T A L S:

         WHEREAS, prior to the Effective Date, Insurdata performed for UICI and
its affiliates certain information technology services pursuant to the Existing
Agreements;

         WHEREAS, UICI, Provident American Corporation, HealthAxis.com, Inc.
("HealthAxis") and Insurdata, have entered into that certain Agreement and Plan
of Merger dated December 6, 1999 (the "Merger Agreement") pursuant to which
Insurdata will be merged with and into HealthAxis;

         WHEREAS, it is a condition precedent of the closing of the transaction
contemplated by the Merger Agreement that UICI and Insurdata enter into this
Agreement pursuant to which Insurdata shall provide to UICI and its affiliates
those information technology services that were provided pursuant to the
Existing Agreements, as well as the other information technology services
described herein.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and of other good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, UICI and Insurdata (collectively,
the "Parties", and each, a "Party") hereby agree as follows:

1.       BACKGROUND AND OBJECTIVES

1.1      UICI and Insurdata desire to amend and restate the terms and conditions
         pursuant to which Insurdata provides certain information technology
         services pursuant to the Existing Agreements.

1.2      The Parties acknowledge and agree that the specific goals and
         objectives of the Parties in entering into this Agreement are to:

         o        Provide services that meet UICI's and the Eligible Recipients'
                  needs and show steady improvement;

         o        Align information technology with business drivers;

         o        Permit UICI and the Eligible Recipients to focus their
                  internal resources on their core competencies;

         o        Accelerate the deployment of a single integrated information
                  technology strategy;

         o        Provide better cost visibility and variability to UICI and the
                  Eligible Recipients for improved cost management and
                  information technology investment leverage; and

         o        Reduce information technology assets as appropriate.

1.3      The provisions of this Article 1 are intended to be a general
         introduction to this Agreement and are not intended to expand the scope
         of the Parties' obligations or alter the plain meaning of this
         Agreement's terms and conditions, as set forth hereinafter. However, to
         the extent the terms and conditions of this Agreement are unclear or
         ambiguous, such terms and conditions are to be construed so as to be
         consistent with the background and objectives set forth in this Article
         1.


                                       1
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2.       DEFINITIONS AND DOCUMENTS

2.1      Definitions

         As used in this Agreement:

         "Affiliate" means, generally, with respect to any Entity, any other
         Entity Controlling, Controlled by or under common Control with such
         Entity.

         "Agreement" shall have the meaning given such term in the preamble to
         this Agreement.

         "Charges" means the amounts set forth in this Agreement as charges for
         the Services.

         "Change of Control" shall have the meaning set forth in Section 20.5
         hereof.

          "Control" and its derivatives mean the legal, beneficial or equitable
         ownership, directly or indirectly, of 50% or more of the aggregate of
         all voting equity interests in an Entity or equity interests having the
         right to 50% or more of the profits of an Entity or, in the event of
         dissolution, to 50% or more of the assets of an Entity and, in the case
         of a general partnership, also includes the holding by an Entity (or
         one of its Affiliates) of the position of sole general partner.

         "Critical Support Personnel" means those Insurdata Personnel identified
         in Schedule A as critical to the ongoing success of Insurdata's
         delivery of information technology services to UICI and the Eligible
         Recipients.

         "Data Center" means any controlled, consolidated and specialized
         location where computing equipment (e.g., mainframe, midrange,
         telecommunications or server hardware) resides for the delivery of the
         Services to UICI as set forth in Schedules E and F.

         "Developed Materials" shall mean all Materials developed by Insurdata
         to perform its obligations under this Agreement or under the Existing
         Agreements.

         "Effective Date" shall have the meaning given such term in the preamble
         to this Agreement.

         "Eligible Recipients" means the Entities listed in Schedule G.

         "End User" means UICI and all Eligible Recipients designated by UICI to
         receive Services provided by Insurdata, and the Personnel of each of
         them.

         "Entity" means a corporation, partnership, joint venture, trust,
         limited liability company, association, or other organization or legal
         entity.

         "Equipment" means all mainframe, midrange, distributed, network,
         telecommunications and related computing equipment procured, provided,
         operated, supported or used by Insurdata and required to perform the
         Services.

         "Equipment Leases" means all leasing arrangements whereby UICI leases
         Equipment that will be used by Insurdata to perform the Services.

         "Event of Loss" shall have the meaning given such term in Section 16.2.

         "Excluded Agreements" means each of the following, as amended:

         (a)    License and Services Agreement dated January 1, 1999, between
                UICI Administrators, Inc. and Insurdata; and




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         (b)      Agreement dated April 12, 1999, effective May 1, 1999, between
                  The MEGA Life and Health Insurance Company and Mid West
                  National Life Insurance Company of Tennessee and Insurdata
                  Imaging Services, LLC.

         "Existing Agreements" means each of the following, as amended:

         (a)      Shared Processing Facilities Agreement dated February 2, 1998
                  between Educational Finance Group, Inc., the Insurance Center
                  and Insurdata;

         (b)      MIS Agreement for Services effective as of April 1, 1997
                  between The MEGA Life and Health Insurance Company and
                  Insurdata;

         (c)      MIS Agreement for Services effective as of January 1, 1998
                  between Educational Finance Group, Inc. and Insurdata; and

         (d)      Letter Agreement, dated February 9, 1998 between National
                  Motor Club and Insurdata.

         "Existing Materials" shall have the meaning given such term in Section
         14.1.

         "Fixed Price Project" shall mean a Project with respect to which
         Insurdata has quoted a fixed price in accordance with the scope,
         specifications, scheduling and other criteria contained in Section
         11.4(a) hereof.

         "Insurdata Facilities" means the facilities owned or leased by
         Insurdata. For the avoidance of doubt, Insurdata Facilities include any
         facilities leased to Insurdata by UICI or other Eligible Recipients,
         including the facilities leased to Insurdata pursuant to that certain
         Office Lease between The MEGA Life and Health Insurance Company Real
         Estate Division and Insurdata.

         "Insurdata Personnel" means Personnel of Insurdata who are assigned to
         perform any Services under this Agreement.

         "Insurdata Project Executive" shall have the meaning given such term in
         Section 8.2 and shall describe the Insurdata representative responsible
         for both the day-to-day relationship with UICI, as well as the delivery
         of the Services to UICI.

         "Include" and its derivatives mean "including, without limitation".
         This term is as defined, whether or not capitalized in this Agreement.

          "Key Insurdata Personnel" means the Insurdata Personnel filling the
         positions designated in Schedule A as Key Insurdata Personnel.

         "Laws" mean all federal, state and local laws, statutes, regulations,
         rules, executive orders, supervisory requirements, directives,
         interpretive letters and other official releases of or by any
         government, or any authority, department or agency thereof.

         "Losses" mean all losses, liabilities, damages and claims (including
         taxes), and all related costs and expenses (including reasonable legal
         fees and disbursements and reasonable costs of investigation,
         litigation, settlement, judgment, interest and penalties).

         "Malicious Code" means (i) any code, program, or sub-program whose
         knowing or intended purpose is to damage or interfere with the
         operation of the computer system containing the code, program or
         sub-program, or to intentionally halt, disable or interfere with the
         operation of the Software, code, program, or sub-program, itself, or
         (ii) any device, method, or token that permits any person to circumvent
         the normal security of the Software or the system containing the code.



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         "Materials" means, collectively, Software, literary works, other works
         of authorship, specifications, design documents and analyses, programs,
         program listings, programming tools, documentation, reports, drawings
         and similar work product.

         "New Services" means services, functions and responsibilities that are
         not described on Schedule B or otherwise provided for in this
         Agreement.

         "Out-of-Pocket Expenses" means reasonable and actual out-of-pocket
         expenses incurred by Insurdata for which Insurdata is entitled to be
         reimbursed by UICI under this Agreement.

         "Performance Standards" means, individually and collectively, (i) the
         Service Levels and the other quantitative and qualitative performance
         standards and commitments for the Services contained in Schedule C and
         (ii) all Laws applicable to the provision of the Services.

         "Personnel" means, with respect to an Entity, the employees, agents,
         contractors and representatives of such Entity.

         "Policy and Procedures Manual" means the current versions of:

         (a)      the NRH Data Center Operations Procedures, Vols. I-III;

         (b)      the Insurance Center Policy & Procedures, Maintenance Request,
                  Version 1.5;

         (c)      the Production Center Policy & Procedures, Version 2;

         (d)      the NRH Data Center Disaster Recovery Plan, Release 1.1,
                  updated September 20, 1998;

         (e)      the Methodology  Overview for Insur-Method  Life Cycle, and
                  each guide for each stage of the life cycle described therein;
                  and

         (f)      the Insur-Method Project Management Handbook, version 2.5;
                  March 1998.

         "Project" shall mean any initiative requested to be undertaken that is
         expected to require at least 128 man-hours to complete.

         "Proprietary Information" shall have the meaning given such term in
         Section 13.3.

         "Reports" shall have the meaning given such term in Section 9.3.

         "Required Consent Costs" shall have the meaning given such term in
         Section 5.

         "Required Consents" means: (a) the consents (if any) required to be
         obtained (i) to grant Insurdata the right to use and/or access the UICI
         Owned Software and Third Party Software in connection with providing
         the Services or (ii) to assign or transfer to UICI any Developed
         Materials; and (b) all other consents required from third parties in
         connection with Insurdata's provision of the Services.

         "Root Cause Analysis" means a formal process that diagnoses systemic or
         catastrophic problems to determine what corrective action should be
         taken to eliminate repeat failures.

         "Service Taxes" means all sales, lease, service, value-added, use,
         personal property, excise, consumption, and other taxes or duties that
         are assessed against either Party on the provision of the Services as a
         whole, or on any particular Service received by UICI or the Eligible
         Recipients from Insurdata.

         "Services" means, collectively the services, functions and
         responsibilities set forth in Article 4 and Schedule B as they may be
         supplemented, enhanced, modified or replaced by mutual agreement during
         the Term in accordance with this Agreement.




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<PAGE>


         "Service Levels" means the quantitative performance standards for the
         Services set forth in Schedule C.

         "Service Level Credits" shall have the meaning given such term in
         Section 7.2 and Schedule C.

         "Software" means software programs (including compilers, database
         management software, applications software, system software, utilities
         and other software programs), all associated documentation and all
         versions, upgrades and enhancements to the same.

         "Subcontractors" means subcontractors of Insurdata, including those
         approved in writing by UICI.

         "Term" means the five (5) year period that commences as of 12:00:01
         a.m., EST, on the Effective Date and continues, unless this Agreement
         is terminated as provided herein or extended as provided in Sections
         3.2 or 20.5, in which case the Term shall end at 12:00 midnight on the
         effective date of such termination or the date to which this Agreement
         is extended.

         "Third Party Contracts" means all written third party agreements with
         UICI or the Eligible Recipients that have been used to provide the
         Services, including licenses to Third Party Software and other UICI
         Licensed Materials.

         "Third Party Software" means all Software products (and all
         modifications, replacements, upgrades, enhancements, documentation,
         materials and media related thereto) that are owned by third parties
         and used by Insurdata to provide the Services.

         "Transfer Assistance Services" means the termination/expiration
         assistance requested by UICI to allow the Services to continue without
         material interruption or material adverse effect, and to facilitate the
         orderly transfer of the Services to UICI or its designee, as such
         assistance is further described in Section 4.2.

         "UICI Data" means any data or tangible information of UICI or any
         Eligible Recipient that is provided by UICI or any Eligible Recipient
         to Insurdata in the performance of its obligations under this
         Agreement, including data and information with respect to the
         businesses, customers, operations, facilities, products, consumer
         markets, assets and finances of UICI or any Eligible Recipient. UICI
         Data also shall mean any data or information created, generated,
         collected or processed by Insurdata to provide the Services. Examples
         of UICI Data include any of the foregoing that are data processing
         input and output, service level measurements, asset information, third
         party service and product agreements, contract charges, and retained
         and pass-through expenses. UICI Data shall not include any data or
         tangible information relating to Insurdata's customer list; Insurdata's
         employment relationship with Insurdata employees; the manner in which
         Insurdata operates; technology that relates to the Insurdata business
         and not to the UICI business; facilities of Insurdata; consumer markets
         for services or products of Insurdata; Insurdata products; Insurdata
         capacities; Insurdata systems; Insurdata procedures; Insurdata security
         practices at Insurdata Facilities; research, templates and development
         conducted by Insurdata that is not paid for by UICI; Insurdata business
         affairs; and Insurdata finances.

         "UICI Equipment" means Equipment owned by or leased to UICI or an
         Eligible Recipient. UICI Equipment currently used by Insurdata as of
         the Effective Date is set forth in Schedule E.

         "UICI Facilities" means the facilities provided by UICI or the Eligible
         Recipient for the use of Insurdata to the extent necessary to provide
         the Services.

         "UICI Licensed Materials" means Third Party Software and other
         Materials that are proprietary to third parties to which UICI has
         obtained a license pursuant to a written agreement with such third
         party.

         "UICI Owned Materials" shall mean: (a) the Materials owned by UICI or
         an Eligible Recipient as of the Effective Date, and all enhancements
         and derivative works of such Materials, including United States and
         foreign intellectual property rights in such Materials, and (b) the
         Developed Materials.



                                       5


<PAGE>


         "UICI Owned Software" means Software owned by UICI.

         "UICI Personnel" means the employees, agents, contractors or
         representatives of UICI.

         "UICI Project Executive" shall have the meaning given such term in
         Section 10.1.

         "UICI Sites" or "Sites" means the offices or other facilities listed on
         Schedule E at or to which Insurdata is to provide the Services.

         "UICI Software" means Software that is either: (a) UICI Licensed
         Materials; or (b) UICI Owned Materials.

         "UICI Third Party Contractors" shall have the meaning given such term
         in Section 9.2.

         "Year 2000 Compliant" or "Year 2000 Compliance" shall have the meaning
         given such term in Section 9.8(a).

2.2      Other Terms

         The terms defined in this Article include the plural as well as the
         singular. Unless otherwise expressly stated, the words "herein,"
         "hereof," and "hereunder" and other words of similar import refer to
         this Agreement as a whole and not to any particular Article, Section,
         subsection or other subdivision. Article, Section, subsection and
         Schedule references refer to articles, sections and subsections of, and
         schedules to, this Agreement. The words "include" and "including" shall
         not be construed as terms of limitation. The words "day," "month," and
         "year" mean, respectively, calendar day, calendar month and calendar
         year, and the words "writing" or "written" mean preserved or presented
         in retrievable or reproducible written form. Except as provided in this
         Agreement, "writing" or "written" may mean electronic (including e-mail
         transmissions where receipt is acknowledged by the recipient, but
         excluding voice mail) or hard copy, including by facsimile (with
         acknowledgment of receipt from the recipient's facsimile machine),
         unless otherwise stated. Other terms used in this Agreement are defined
         in the context in which they are used and shall have the meanings there
         indicated.

2.3      Associated Contract Documents

         This Agreement includes each of the following schedules and their
         attached exhibits, all of which are attached to this Agreement and
         incorporated into this Agreement by this reference:

         A        Key Insurdata Positions and Critical Support Personnel
         B        Services
         C        Service Levels and Performance Credits
         D        Insurdata Charges
         E        UICI Facilities
         F        Insurdata Facilities
         G        Eligible Recipients
         H        Reports

3.       TERM

3.1      Initial Term

         This Agreement shall begin on the Effective Date and continue
         throughout the Term, unless terminated earlier or extended in
         accordance with this Agreement.




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<PAGE>


3.2      Extension

         By giving prior written notice to Insurdata not less than 14 months
         prior to the expiration date of the initial Term, UICI shall have the
         right, and Insurdata shall have the obligation, to negotiate in good
         faith during a period of sixty (60) days the renewal prices, terms and
         conditions upon which the term of the Agreement may be extended for a
         period of three (3) years following the expiration date of the initial
         Term. If the Parties are unable to reach agreement upon renewal prices,
         terms and conditions during the sixty-day negotiation period, the
         Agreement will expire at the end of the initial Term.

4.       SERVICES

4.1      Overview

         (a)      Description. Commencing on the Effective Date, Insurdata shall
                  provide the Services to UICI and to the Eligible Recipients.
                  The Services shall consist of the services, functions and
                  responsibilities as set forth in this Agreement (including
                  obligations of performance set forth in the Policy and
                  Procedures Manual) and any subtasks that are not specifically
                  described in this Agreement but which are an inherent,
                  necessary or customary part of the same services, which
                  subtasks shall be deemed to be included within the scope of
                  the Services to be delivered for the base Charges as if such
                  subtasks were specifically described in this Agreement.

                  Except as otherwise expressly provided in this Agreement, UICI
                  shall be responsible for providing the facilities, Equipment,
                  Third Party Software and other resources necessary for
                  Insurdata to provide the Services. Insurdata will provide
                  technical support, as well as recommendations for UICI
                  Facilities, Equipment and Third Party Software.

         (b)      Exclusivity. Nothing in this Agreement shall be construed as a
                  requirements contract and notwithstanding anything to the
                  contrary contained herein, this Agreement shall not be
                  interpreted to prevent UICI or any Eligible Recipient from
                  obtaining from third parties, or providing to itself, any or
                  all of the services described in this Agreement. Nothing in
                  this Agreement shall be construed or interpreted as limiting
                  UICI's right or ability during the Term to increase or
                  decrease the demand for Services.

4.2      Transfer Assistance Services

         (a)      Availability. As part of the Services, and pursuant to the
                  rates and Charges provided for herein, Insurdata shall provide
                  to UICI or UICI's designee the Transfer Assistance Services in
                  this Agreement.

                  (i)      Insurdata shall provide such Transfer Assistance
                           Services to UICI or its designee (i) commencing up to
                           six (6) months prior to the expiration of the Term or
                           on such earlier date as UICI may request and
                           continuing for up to six (6) months following the
                           effective date of the expiration of the Term (as such
                           effective date may be extended pursuant to Section
                           3.2), (ii) commencing upon any notice of termination
                           of the Term with respect to all of the Services, and
                           continuing for up to six (6) months following the
                           effective date of such termination (as such effective
                           date may be extended pursuant to Section 20.4), (iii)
                           commencing upon notice of termination of the Services
                           to an Eligible Recipient no longer Controlled by UICI
                           and continuing for up to six (6) months following the
                           effective date of such termination (as such effective
                           date may be extended pursuant to Section 20.4),
                           provided such Eligible Recipient agrees to the terms
                           and conditions hereof and subject to additional costs
                           associated with delivery of the Transfer Assistance
                           Services, including software licenses, transition and
                           separation expenses, and (iv) commencing upon notice
                           from UICI or an Eligible Recipient that UICI or such
                           Eligible Recipient no longer desires Insurdata to
                           provide all or any portion of the Services.




                                       7


<PAGE>
                  (ii)     Insurdata shall provide Transfer Assistance Services
                           to UICI or its designee regardless of the reason for
                           the expiration or termination of the Term; provided
                           that if the Agreement is terminated by Insurdata
                           under Section 20.1(b) or (c) for UICI's default,
                           Insurdata may require UICI to (i) pay in advance for
                           Transfer Assistance Services provided or performed
                           under this Section 4.2, (ii) pay all outstanding
                           undisputed Charges, and (iii) establish an escrow
                           account based on mutually agreed terms to ensure
                           payment of future Charges.

                  (iii)    To the extent UICI requests Transfer Assistance
                           Services, such Services shall be provided subject to
                           and in accordance with the terms and conditions of
                           this Agreement. Insurdata shall perform the Transfer
                           Assistance Services with at least the same degree of
                           accuracy, quality, completeness, timeliness,
                           responsiveness and cost-effectiveness as it provided
                           and was required to provide for the same or similar
                           Services during the Term. The quality and level of
                           performance of the Services provided by Insurdata
                           following the expiration or termination of the Term
                           with respect to all or part of the Services or
                           Insurdata's receipt of a notice of termination or
                           non-renewal shall not be materially degraded or
                           deficient in any respect.

         (b)      Scope of Service. As part of the Transfer Assistance Services,
                  Insurdata will timely transfer the control and responsibility
                  for all information technology functions and Services,
                  including documentation, software support and data management
                  functions, previously performed by or for Insurdata to UICI
                  and/or UICI's designees by the execution of any documents
                  reasonably necessary to effect such transfers. Additionally,
                  Insurdata shall provide any and all reasonable assistance
                  requested by UICI to allow:

                  (i)      the systems associated with the Services to operate
                           efficiently;

                  (ii)     the Services to continue without material
                           interruption or material adverse effect; and

                  (iii)    the orderly transfer of the Services to UICI and/or
                           its designee(s).

                  The Transfer Assistance Services shall consist of the
                  Services, functions and responsibilities set forth in this
                  Agreement and all similar services requested from time to time
                  by UICI. In addition, Insurdata will provide the following
                  assistance and Services at UICI's direction:

                  (1)      Insurdata shall: (i) assist UICI in developing a
                           written transition plan for the transition of the
                           Services to UICI or UICI's designee, which plan shall
                           include capacity planning, facilities planning,
                           telecommunications planning and other planning
                           necessary to effect the transition; (ii) perform
                           consulting services as requested to assist in
                           implementing the transition plan; (iii) train
                           personnel designated by UICI in the use and
                           maintenance of any Software utilized in the delivery
                           of the Services for which Insurdata provides
                           maintenance under this Agreement; (iv) catalog all
                           Software, UICI Data and Equipment used to provide the
                           Services, provide machine readable and printed
                           listings of source code for Software owned by UICI or
                           as to which UICI is entitled under this Agreement and
                           assist in the re-configuration of such Software; (v)
                           analyze and report on the space required for the UICI
                           Data and the Software needed to provide the Services,
                           (vi) assist in the data migration and testing
                           process; (vii) provide a complete and up-to-date
                           electronic copy of the Policy and Procedures Manual;
                           and (viii) provide other technical assistance as
                           reasonably requested by UICI.

                  (2)      In addition to the initial six (6) month
                           post-termination period specified in Section
                           4.2(a)(i) above, at UICI's written request (which
                           must be given at least 180 days prior to the
                           expiration or termination date), and provided that
                           UICI is pursuing a migration of some or all of the
                           Services to itself or a third party, Insurdata shall
                           provide to the Eligible Recipient(s) such Services
                           for an additional period not to exceed six (6) months
                           from the end of such initial six (6) month period. To
                           the extent UICI requests such Services, UICI will
                           continue to pay Insurdata the Charges specified in
                           Schedule D for such Services.

                                       8
<PAGE>
                  (3)      If Insurdata uses a proprietary communications
                           network to provide Services to UICI or the Eligible
                           Recipients, then for a period of no more than six (6)
                           months following the expiration or termination date,
                           UICI may request that Insurdata continue to provide
                           such proprietary communications network Services at
                           the rates available to Insurdata. In addition,
                           Insurdata shall provide assistance and support for
                           UICI to convert any proprietary communications
                           capability to a non-proprietary supported
                           communications network.

                  (4)      Unless otherwise agreed in writing, if UICI requests
                           that Insurdata provide or perform Transfer Assistance
                           Services in accordance with this Agreement, UICI will
                           pay Insurdata the rates and charges specified in
                           Schedule D for Insurdata Personnel or resources
                           required to perform such Transfer Assistance
                           Services. If Transfer Assistance Services require
                           additional resources beyond those being used to
                           provide the Services, UICI will pay Insurdata for
                           such usage as a New Service.

         (c)      Transfer of Employees and Related Matters. Upon expiration or
                  any termination of this Agreement, the Parties shall endeavor
                  to agree upon a written plan (the "Employee Transition Plan")
                  which shall provide for, among other things, the orderly
                  transfer of Insurdata and Insurdata Affiliate employees
                  involved in providing the Services to UICI and/or its
                  designee(s) and allocating the severance costs for such
                  employees who are not transferred and who Insurdata elects to
                  separate from employment. In the event the Parties are unable
                  to agree upon the terms and conditions of the Employee
                  Transition Plan on or before the termination or expiration
                  date, then at termination and upon completion of the
                  transition to UICI or its designee, the following provisions
                  shall apply:

                  (i)      UICI or UICI's designee shall be permitted to
                           undertake, without interference from Insurdata or
                           Insurdata Affiliates, to hire any Insurdata or
                           Insurdata Affiliate employee who was devoting more
                           than eighty percent (80%) of his or her time to
                           performing the Services within the six (6) month
                           period prior to the expiration or termination date.
                           In connection therewith, Insurdata shall waive, and
                           shall cause its Affiliates to waive, their rights, if
                           any, under contracts with such employees restricting
                           the ability of such employees to be recruited or
                           hired by UICI or its designee, and UICI or its
                           designee shall have reasonable access to such
                           Insurdata or Insurdata Affiliate employees for
                           interviews, evaluations and recruitment to the extent
                           that the provision of the Services is not impacted.
                           UICI shall endeavor to conduct the above-described
                           hiring activity in a manner that is not unnecessarily
                           disruptive of the performance by Insurdata of its
                           obligations under this Agreement, and Insurdata shall
                           be relieved of Service Levels to the extent impacted
                           by such activity; and

                  (ii)     UICI shall be obligated to pay all of Insurdata's
                           severance costs with respect to each Insurdata or
                           Insurdata Affiliate employee who was devoting more
                           than eighty percent (80%) of his or her time to
                           performing the Services within the six (6) month
                           period prior to the expiration or termination date,
                           if and only if (a) such employee is not hired by UICI
                           or its designee and (b) Insurdata elects to terminate
                           such employee from employment and so notifies UICI in
                           writing within thirty (30) days of the termination
                           date. For purposes of this section, severance costs
                           shall include all normal and customary costs of
                           termination, including, but not limited to, the costs
                           of accrued but unpaid vacation and similar unpaid
                           benefits, as well as reasonable severance that may be
                           offered by Insurdata in an amount not to exceed
                           twenty-five percent (25%) of each such employee's
                           base salary then in effect.

         (d)      Survival of Terms. This Section 4.2 and the terms of any
                  agreed Employee  Transition Plan shall survive
                  termination/expiration of the Term.

                                       9
<PAGE>


5.       REQUIRED CONSENTS

         Insurdata will cooperate with and assist UICI in obtaining all Required
         Consents that may become necessary from time to time in connection with
         Insurdata's performance of the Services or upon the expiration or
         termination of this Agreement. UICI shall be responsible for and pay
         any and all fees, costs and expenses (such as transfer, relicensing or
         upgrade fees) associated with obtaining any Required Consents related
         to any agreements that are entered into by or on behalf of UICI in
         connection with Insurdata's provision of Services and any other costs
         that result from the termination or underutilization of any agreement
         with a third party that was entered into by or on behalf of UICI (the
         "Required Consent Costs"); provided, however, that Insurdata shall be
         responsible for any Required Consent Costs that result from the gross
         negligence or willful misconduct of Insurdata; and further provided
         that Insurdata shall be responsible for and pay any and all fees, costs
         and expenses (such as transfer, relicensing or upgrade fees) associated
         with obtaining any Required Consents related to any agreements that are
         entered into by or on behalf of Insurdata in connection with
         Insurdata's provision of Services and any other costs resulting from
         the termination or underutilization of any agreement with a third party
         that was entered into by or on behalf of Insurdata. At no additional
         cost to UICI, Insurdata shall undertake all administrative activities
         necessary to obtain such Required Consents.

6.       FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH
         THE PROVISION OF SERVICES

6.1      Service Facilities

         (a)      Service Facilities. The Services shall be provided at or from
                  (i) the data centers and other service locations owned or
                  leased by UICI and set forth on Schedule E, (ii) the data
                  centers and other service locations owned or leased by
                  Insurdata and set forth on Schedule F, (iii) any other service
                  location as may be agreed upon by Insurdata and UICI.

         (b)      UICI Facilities. UICI shall provide to Insurdata the use of
                  and access to the UICI Facilities (or equivalent space) set
                  forth in Schedule E for the portions of the Term of this
                  Agreement during which such use or access is necessary to
                  perform the Services. All UICI owned or leased assets provided
                  for the use of Insurdata under this Agreement shall remain in
                  UICI Facilities unless UICI otherwise agrees; those assets of
                  UICI that UICI agrees may be located at Insurdata Facilities
                  as of the Effective Date are listed on Schedule F. In
                  addition, all leasehold improvements made for Insurdata during
                  the Term shall be and remain part of the UICI Facility. THE
                  UICI FACILITIES ARE PROVIDED BY UICI TO INSURDATA ON AN
                  "AS-IS", "WHERE-IS" BASIS. UICI EXPRESSLY DISCLAIMS ANY
                  WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE UICI FACILITIES OR
                  THEIR CONDITION OR SUITABILITY FOR USE BY INSURDATA. UICI will
                  be responsible for all leasehold improvements including cost
                  and completion. UICI is not required under this Agreement to
                  make any leasehold improvements. Notwithstanding the
                  foregoing, it is understood and agreed that UICI and the
                  Eligible Recipients must maintain the UICI Facilities and UICI
                  Equipment in such condition as will permit Insurdata to
                  perform the Services as requested from time to time and to
                  meet the Performance Standards required herein.

         (c)      Furniture, Fixtures and Equipment. The office facilities
                  provided by UICI for the use of Insurdata Personnel at the
                  UICI Facilities will be generally comparable to the office,
                  storage and other space provided prior to the Effective Date.
                  Insurdata Personnel using the office facilities provided by
                  UICI will be accorded reasonable access to, and the use of at
                  no cost to Insurdata, certain shared office equipment and
                  services, such as PCs, photocopiers, telephone service for
                  UICI-related calls, mail service, office support service
                  (e.g., janitorial), heat, light and air conditioning.
                  Insurdata shall be responsible for providing all office, data
                  processing and computing equipment and services at the
                  Insurdata Facilities needed by Insurdata or Insurdata
                  Personnel to provide the Services, and for upgrades,
                  improvements, replacements and additions to such equipment or
                  services.


                                       10

<PAGE>

         (d)      Insurdata's  Responsibilities Regarding Facilities. Insurdata
                  shall be responsible for providing all furniture, fixtures,
                  space and other facilities required to perform the Services
                  and all upgrades, improvements, replacements and additions to
                  such furniture, fixtures and space at Insurdata Facilities.
                  Without limiting the foregoing, Insurdata shall, except as
                  provided in Section 6.1(c), (i) provide site management, site
                  administration and similar services regarding Insurdata
                  Personnel located at the UICI Facilities, and (ii) provide all
                  necessary emergency power supply and uninterrupted power
                  supply services and all necessary Equipment at Insurdata
                  Facilities.

         (e)      Physical Security. UICI is responsible for the physical
                  security of the UICI Facilities; provided that Insurdata shall
                  be responsible for its employees', agents', and
                  subcontractors' compliance with the security and safety
                  standards and procedures that are enforced by UICI and
                  applicable to the UICI Facilities, provided that Insurdata
                  receives a copy of such standards and procedures and has an
                  opportunity to review the same. Such standards and procedures
                  may be modified by UICI from time to time subject to the New
                  Services provision of the Agreement. Insurdata shall be
                  responsible for physical security of the Insurdata Facilities.
                  The physical security will be consistent with generally
                  accepted data processing standards.

         (f)      Employee Services. Subject to applicable security
                  requirements, UICI will permit Insurdata Personnel to use all
                  employee facilities (e.g., parking, cafeteria and common
                  facilities) at the UICI Facilities that are generally made
                  available to the employees of UICI or the Eligible Recipients.
                  Insurdata Personnel will not be permitted to use such employee
                  facilities designated by UICI for the exclusive use of certain
                  UICI or Eligible Recipient employees.

         (g)      Use of UICI Facilities. Subject to Section 6.6 of this
                  Agreement, unless Insurdata obtains UICI's prior written
                  consent, which may not be unreasonably withheld or delayed by
                  UICI, Insurdata shall use the UICI Facilities only to provide
                  the Services to UICI and the Eligible Recipients. UICI
                  reserves the right to relocate a UICI Facility from which the
                  Services are then being provided by Insurdata to another
                  geographic location; provided that in such event, UICI will
                  provide Insurdata with comparable space, facilities and
                  resources in the new location at no cost to Insurdata. UICI
                  shall also be responsible for the reasonable cost associated
                  with such relocation including personnel relocation, moving
                  expenses and start-up and fit-up activities. In the event that
                  such relocation impacts Insurdata's ability to provide the
                  Services in accordance with the Service Levels, Insurdata
                  shall be relieved from Service Levels until the relocation is
                  complete and the Service Levels are appropriately adjusted by
                  the Parties. UICI also reserves the right to direct Insurdata
                  to cease using all or part of the space in UICI Facility from
                  which the Services are then being provided by Insurdata and to
                  thereafter use such space for its own purposes; provided that,
                  in such event, UICI shall reimburse Insurdata for the
                  incremental Out-of-Pocket Expenses incurred by Insurdata as a
                  result of such direction to the extent such Out-of Pocket
                  Expenses relate to the relocation of Services for UICI
                  support, and Insurdata shall not be responsible for any
                  failures of Insurdata to perform Services at the Service
                  Levels required by this Agreement to the extent such failures
                  result from such UICI use or direction.

         (h)      Conditions for Return. When the UICI Facilities are no longer
                  to be used by Insurdata as contemplated by Section 6.1 or are
                  otherwise no longer required for performance of the Services,
                  Insurdata shall return them to UICI in substantially the same
                  condition (as they may have been improved) as when Insurdata
                  began use of such facilities, subject to reasonable wear and
                  tear.

         (i)      No  Violation of Laws. Insurdata shall ensure that (i) the
                  UICI Facilities are treated in a reasonable manner, and (ii)
                  neither Insurdata nor any of its Subcontractors shall commit
                  any act in violation of any Laws in such Insurdata-occupied
                  UICI Facility or any act in violation of UICI's insurance
                  policies or in breach of UICI's obligations under the
                  applicable real estate leases in such Insurdata-occupied UICI
                  Facilities to the extent that such insurance policies and
                  leases have been previously disclosed to Insurdata. Insurdata
                  shall not be responsible for any violations of Laws in the
                  UICI Facilities occupied by Insurdata to the extent such
                  violations are created or otherwise caused by UICI or at
                  UICI's direction.

                                       11
<PAGE>


         (j)      Transition Use. Following the expiration or termination of
                  this Agreement, UICI will allow Insurdata the use of those
                  UICI Facilities then being used to perform the Services for a
                  period of up to one-hundred and twenty (120) days following
                  the effective date of the expiration or termination (inclusive
                  of any Transfer Assistance Services period) to enable
                  Insurdata to conduct an orderly transition of Insurdata
                  resources.

         (k)      UICI Assets at Insurdata Facilities. Insurdata may, with the
                  prior written consent of UICI, locate UICI Equipment, UICI
                  Owned Materials and UICI Licensed Materials at Insurdata
                  Facilities to perform the obligations of Insurdata under this
                  Agreement. Upon termination or expiration of this Agreement,
                  and upon request from UICI, Insurdata shall return such UICI
                  Materials and UICI Equipment in the same condition as the
                  condition in which the same were first located at Insurdata
                  Facilities, reasonable wear and tear excepted.

6.2      Software

         (a)      Insurdata shall not use Software other than UICI Software to
                  perform Insurdata's obligations under this Agreement without
                  the prior written consent of UICI.

         (b)      Insurdata shall be responsible for cooperating, assisting and
                  advising UICI in connection with:

                  (i)      the support, administration, operation and
                           maintenance of UICI Software and related Third Party
                           Contracts used by Insurdata in performing the
                           Services, subject to UICI's payment of any Required
                           Consent Costs and other required license and
                           maintenance fees; and

                  (ii)     the compliance with and performance of all
                           operational and administrative obligations specified
                           in such licenses and agreements, including
                           nondisclosure obligations.

         (c)      Insurdata shall be responsible for the payment of any fees,
                  penalties, charges, interest or other expenses caused by or
                  resulting from Insurdata's gross negligence or willful
                  misconduct in connection with the performance of its
                  obligations to be performed under this Section.

         (d)      Upon request from UICI, Insurdata shall use commercially
                  reasonable efforts to evaluate any Third Party Software
                  selected by or for UICI to provide Services to determine
                  whether such Third Party Software will perform in accordance
                  with its published specifications.

6.3      Equipment

         (a)      Insurdata shall not use any Equipment other than UICI
                  Equipment to perform the Services without the prior written
                  consent of UICI.

         (b)      With respect to the UICI Equipment, all Equipment Leases and
                  related Third Party Contracts, Insurdata shall be responsible
                  for cooperating, assisting and advising UICI in connection
                  with:

                  (i)      the evaluation, procurement, testing, installation,
                           rollout, use, support, management, administration,
                           operation and maintenance of the UICI Equipment
                           leased under such Equipment Leases and related Third
                           Party Contracts;

                  (ii)     the compliance with and performance of all
                           operational, administrative and contractual
                           obligations with respect to such UICI Equipment,
                           leases and agreements, including nondisclosure
                           obligations; and

                  (iii)    the administration and exercise as appropriate of all
                           rights available with respect to such UICI Equipment,
                           leases or agreements.



                                       12


<PAGE>


         (c)      Insurdata shall be responsible for the payment of any fees,
                  penalties, charges, interest or other expenses caused by or
                  resulting from Insurdata's gross negligence or willful
                  misconduct in connection with the performance of its
                  obligations to be performed under this Section.

6.4      Third Party Contracts

         (a)      Insurdata shall cooperate, assist and advise UICI with respect
                  to UICI's responsibilities for all Third Party Contracts.

         (b)      Insurdata shall be responsible for cooperating, assisting and
                  advising UICI in connection with:

                  (i)      the evaluation, procurement, use, support,
                           management, administration, operation and maintenance
                           of Third Party Contracts;

                  (ii)     the performance, availability, reliability,
                           compatibility and interoperability of Third Party
                           Contracts and the services and products provided
                           thereunder; and

                  (iii)    the compliance with and performance of any
                           operational, administrative or contractual
                           obligations imposed on UICI or Insurdata under Third
                           Party Contracts, including nondisclosure obligations.

         (c)      Insurdata shall be responsible for the payment of any fees,
                  penalties, charges, interest or other expenses caused by or
                  resulting from Insurdata's gross negligence or willful
                  misconduct in connection with the performance of its
                  obligations to be performed under this Section.

6.5      License to UICI Software

         As of the Effective Date, UICI hereby grants to Insurdata (or at
         Insurdata's request, to one of its Subcontractors) a non-exclusive,
         fully paid-up, irrevocable license during the Term and any Transfer
         Assistance Services period to use the UICI Owned Software and UICI
         Owned Materials and prepare derivative works of the same, in each case
         solely at the UICI Facilities and Insurdata Facilities, for the express
         and sole purpose of providing the Services and Transfer Assistance
         Services. UICI Owned Software shall remain the property of UICI.
         Insurdata and its Subcontractors shall not use any UICI Owned Software
         or UICI Owned Materials (except as may be provided in Article 14 of
         this Agreement) for the benefit of any person or Entity other than UICI
         without the prior written consent of UICI, which consent may be
         withheld at UICI's sole discretion. Except as otherwise requested or
         approved by UICI, Insurdata and its Subcontractors shall cease all use
         of UICI Owned Software and UICI Owned Materials (except as may be
         provided in Article 14 of this Agreement) upon the end of the Term and
         any Transfer Assistance Services period and shall deliver all source
         code and documentation relating to such Software upon completion of the
         Term and any Transfer Assistance Services period.

6.6      Insurdata Assets; Shared Assets

         UICI acknowledges that Insurdata currently has certain Equipment and
         assets located at UICI Facilities that are used by Insurdata to support
         UICI and/or other Insurdata customers and that Insurdata may place
         additional assets of Insurdata at the UICI Facilities upon obtaining
         the prior written approval of UICI, which approval will not be
         unreasonably withheld or delayed and which written approval shall
         include any appropriate cost allocation arrangements. The current
         Insurdata Equipment and assets that are located at UICI Facilities are
         described in Schedule C. In addition, Insurdata shall be responsible
         for establishing security and access controls to all such Insurdata
         Equipment and assets located at UICI Facilities and for the protection
         of Insurdata assets located at UICI Facilities. At any time, and upon
         one-hundred twenty (120) days' prior written notice, UICI may require
         that Insurdata remove or relocate any or all Insurdata assets located
         at the UICI Facilities. To the extent such assets are utilized in
         support of UICI, then UICI shall be responsible for the relocation
         costs as provided in Section 6.1(g). To the extent such assets are used
         by Insurdata in support of other customers or services, then Insurdata
         shall bear the costs of relocation.



                                       13


<PAGE>


         Certain Equipment that is now and may hereafter be located at the
         Insurdata Facilities and at the UICI Facilities constitutes shared
         assets utilized by both Parties. The existing shared assets are
         identified in Schedule E and Schedule F. All shared assets will have
         the same protection as all other assets, and cost sharing (including
         relocation costs that may result from UICI's decision to require
         relocation of any such assets) will be equitable among the Parties
         and/or their customers sharing the asset.

6.7      Access to Third Party Software and Maintenance

         As of the Effective Date and subject to obtaining the Required
         Consents, UICI shall grant to Insurdata (or, at Insurdata's request, to
         one of its Subcontractors), for the sole purpose of performing the
         Services during the Term and the Transfer Assistance Services period,
         the same rights to access and use Third Party Software and related UICI
         Third Party Contracts that UICI has with respect to such Third Party
         Software and Third-Party Contracts. Insurdata and its Subcontractors
         shall comply with the duties, including use restrictions and those of
         nondisclosure, imposed on UICI by such licenses and agreements. Except
         as otherwise requested or approved by UICI (or the relevant licensor),
         Insurdata and its Subcontractors shall cease all use of such
         Third-Party Software and Third-Party Contracts when the Term and
         Transfer Assistance Services period ends and shall return any and all
         source code and documentation pertaining thereto to UICI and/or any
         third-party licensor, if and as applicable.

6.8      Notice of Defaults

         UICI and Insurdata shall promptly inform the other Party of any breach
         of, or misuse or fraud in connection with, any Third-Party Contract(s),
         Equipment Lease or Third-Party Software license of which it becomes
         aware and shall cooperate with the other Party to prevent or stay any
         such breach, misuse or fraud.

7.       SERVICE LEVELS

7.1      General

         Except as expressly provided in Sections 6.1(g), 9.2 and 18.2 of this
         Agreement, Insurdata shall perform the Services at levels that meet or
         exceed the Service Levels set forth in Schedule C.

7.2      Service Level Credits

         Insurdata recognizes that its failure to meet critical Service Levels
         may have a material adverse impact on the business and operations of
         UICI and that the damages resulting from Insurdata's failure to meet
         such Service Levels may not be capable of precise determination.
         Accordingly, if Insurdata fails to meet any such Service Level for
         reasons other than the actions of UICI or circumstances that constitute
         Force Majeure under Section 18.2, then Insurdata shall pay UICI the
         performance credits specified in Schedule C ("Service Level Credits")
         as liquidated damages for Insurdata's failure to meet the Service
         Levels. The Service Level Credits shall be UICI's sole remedy for such
         failure and shall be credited to UICI on the next invoice by Insurdata.

7.3      Problem Analysis

         If Insurdata fails to provide Services in accordance with the Service
         Levels and the Agreement, Insurdata shall:

                  (i)      promptly investigate and report on the causes of the
                           problem;

                  (ii)     provide a Root Cause Analysis of such failure as soon
                           as practicable after such failure;

                  (iii)    develop and implement a plan to correct the problem
                           and to begin meeting the Service Levels as soon as
                           practicable; and



                                       14


<PAGE>
                  (iv)     advise UICI, as and to the extent reasonably
                           requested by UICI, of the status of remedial efforts
                           being undertaken with respect to such problem.

         Insurdata shall use diligent efforts to complete the Root Cause
Analysis within fifteen (15) days.

7.4      Continuous Improvement Reviews

         During the six (6) months immediately following the Effective Date and
         at least annually thereafter, UICI and Insurdata shall review the
         Service Levels and the performance data collected and reported by
         Insurdata and shall: (i) to the extent required, add new Service Levels
         and/or develop new performance metrics to permit further measurement or
         monitoring of the Services; (ii) modify or increase the Service Levels
         to reflect changes in the architecture, standards, strategies, needs or
         objectives defined by UICI; or (iii) modify or increase the Service
         Levels to reflect agreed-upon changes in the manner in which the
         Services are performed by Insurdata. As part of this review process,
         the Parties shall jointly determine and agree on additions to or
         modifications of the Service Levels and allocation of Service Level
         Credits to be specified in Schedule C.

7.5      Measurement and Monitoring

         Insurdata shall implement measurement and monitoring tools and metrics,
         as well as standard reporting procedures, as set forth in Schedule C
         and Schedule H to measure and report Insurdata's performance of the
         Services against the applicable Service Levels. Insurdata shall provide
         UICI with read-only access to on-line change and problem management
         databases, which shall be limited to UICI databases, containing
         up-to-date information regarding the status of service problems,
         service requests and user inquiries. Insurdata also shall provide UICI
         with information and access to the measurement and monitoring tools and
         procedures utilized by Insurdata for purposes of audit verification.

8.       PROJECT PERSONNEL

8.1      Key Insurdata Personnel

         (a)      Approval of Key Insurdata Personnel.

                  (i)      Before assigning an individual to act as one of the
                           Key Insurdata Personnel, whether on an initial
                           assignment or a subsequent assignment, Insurdata
                           shall notify UICI of the proposed assignment, shall
                           introduce the individual to appropriate UICI
                           representatives, shall provide reasonable opportunity
                           for UICI representatives to interview the individual,
                           and shall provide UICI with a resume and such other
                           information about the individual as may be reasonably
                           requested by UICI. If UICI in good faith objects to
                           the proposed assignment for a specified lawful
                           reason, the Parties shall attempt to resolve UICI's
                           concerns on a mutually agreeable basis. If the
                           Parties have not been able to resolve UICI's concerns
                           within ten (10) business days, Insurdata shall not
                           assign the individual to that position and shall
                           propose to UICI the assignment of another individual
                           of suitable ability and qualifications.

                  (ii)     The Key Insurdata Personnel that have been approved
                           as of the Effective Date are listed in Schedule A.

                  (iii)    The Parties may from time to time change the
                           positions designated as Key Insurdata Personnel under
                           this Agreement.

         (b)      Continuity of Key Insurdata Personnel. Insurdata shall cause
                  each of the Key Insurdata Personnel to devote the necessary
                  time and effort (which will likely fluctuate from time to time
                  for each such Key Insurdata Personnel between a majority to
                  substantially all of his or her time and effort) for the
                  period specified in Schedule A to the provision of the
                  Services under this Agreement. Insurdata shall not transfer,
                  reassign or remove any of the Key Insurdata Personnel except
                  where the Key Insurdata Personnel (i) voluntarily resigns from
                  Insurdata, (ii) is dismissed by Insurdata for violations of
                  conditions of employment (e.g., fraud, drug abuse, theft),
                  (iii) fails to perform his or her duties and responsibilities
                  pursuant to this Agreement in Insurdata's reasonable judgment
                  or (iv) dies or is unable to work due to his or her disability
                  or announce its intention to do so during the specified period
                  without UICI's prior approval, which approval shall not be
                  unreasonably withheld. Insurdata shall transfer, reassign or
                  remove one of its Key Insurdata Personnel only after (i)
                  giving UICI at least ninety (90) days' prior written notice of
                  such action and (ii) complying with the requirement of Section
                  8.1(a)(i) above and Section 8.4 below.

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<PAGE>



         (c)      Continuity of Critical Support Personnel. Insurdata shall not
                  transfer, reassign or remove any of the Critical Support
                  Personnel (except as a result of voluntary resignation,
                  involuntary termination for cause, illness, disability or
                  death) without UICI's prior approval, which UICI may not
                  unreasonably withhold.

8.2      Insurdata Project Executive

         Insurdata shall designate an "Insurdata Project Executive" for UICI.
         The Insurdata Project Executive shall:

                  (i)      be one of the Key Insurdata Personnel;

                  (ii)     be a full-time employee of Insurdata;

                  (iii)    devote substantially his or her full time and effort
                           to managing the Services for a minimum period of two
                           (2) years;

                  (iv)     serve as the single point of accountability for the
                           Services; and

                  (v)      have day-to-day authority for ensuring customer
                           satisfaction and achieving  attainment of all Service
                           Levels and Performance Standards.

8.3      Insurdata Personnel Are Not UICI Employees

         Except as otherwise expressly set forth in this Agreement, the Parties
         intend to create an independent contractor relationship and nothing in
         this Agreement shall operate or be construed as making UICI or
         Insurdata partners, joint venturers, principals, agents or employees of
         the other. No officer, director, employee, agent, Affiliate, contractor
         or Subcontractor retained by Insurdata to perform work on UICI's behalf
         hereunder shall be deemed to be an officer, director, employee, agent,
         Affiliate, contractor or Subcontractor of UICI. Insurdata, not UICI,
         has the right, power, authority and duty to supervise and direct the
         activities of the Insurdata Personnel and to compensate such Insurdata
         Personnel for any work performed by them on UICI's behalf pursuant to
         this Agreement.

8.4      Replacement, Qualifications and Retention of Insurdata Personnel

         (a)      Insurdata shall assign sufficient Insurdata Personnel
                  (including Subcontractors) to provide the Services in
                  accordance with this Agreement, and such Insurdata Personnel
                  shall possess suitable competence, ability and qualifications
                  and shall be properly educated and trained for the Services
                  they are to perform.

         (b)      In the event that UICI determines reasonably, lawfully and in
                  good faith that the continued assignment to UICI of any
                  Insurdata Personnel (including Key Insurdata Personnel and
                  Insurdata Subcontractors) is not in the best interests of
                  UICI, then UICI shall give Insurdata written notice to that
                  effect specifying the reason for its position and requesting
                  that such Insurdata Personnel be replaced. Promptly after its
                  receipt of such a request by UICI, Insurdata shall investigate
                  the matters stated in the request and discuss its findings
                  with UICI. If Insurdata determines that UICI's request is
                  reasonable, lawful and in good faith, Insurdata shall take
                  appropriate action. If requested to do so by UICI, Insurdata
                  shall immediately remove the individual in question from all
                  UICI Sites pending completion of Insurdata's investigation and
                  discussions with UICI. If, following discussions with
                  Insurdata, UICI still in good faith requests replacement of
                  such Insurdata Personnel, Insurdata shall promptly replace
                  such Insurdata Personnel with an individual of suitable
                  ability and qualifications. Nothing in this provision shall
                  operate or be construed to limit Insurdata's responsibility
                  for the acts or omissions of the Insurdata Personnel.


                                       16


<PAGE>


         (c)      In the event that an Insurdata employee assigned to UICI is
                  reassigned by Insurdata, then Insurdata shall replace that
                  individual in accordance with a training and turn-over plan
                  jointly agreed to by both Parties. The cost associated with
                  such training and turn-over period will be borne by Insurdata,
                  except in the case of: (a) individuals being reassigned within
                  UICI, (b) individuals who had originally been assigned to UICI
                  on a "short-term" basis (i.e., for less than three (3) months)
                  or (c) other individuals with respect to which the Parties
                  mutually agree. In any event, the training period cost to
                  Insurdata will not exceed two (2) weeks.

8.5      Conduct of Insurdata Personnel

         While at the UICI Sites, Insurdata Personnel shall:

                  (i)      comply with the rules and regulations that UICI or
                           the Eligible Recipients set regarding personal and
                           professional conduct, safety and security practices
                           and procedures of which UICI provides notice
                           (including compliance with UICI's dress code, the
                           wearing of an identification badge provided by UICI,
                           and adherence to UICI's regulations and general
                           safety practices and procedures) generally applicable
                           to such UICI Facilities; and

                  (ii)     otherwise conduct themselves in a businesslike
                           manner.

8.6      Substance Abuse

         Insurdata agrees to immediately remove any Insurdata Personnel who
         engage in substance abuse while on UICI Facilities, in a UICI vehicle
         or while performing Services. Substance abuse includes the sale,
         attempted sale, possession or use of illegal drugs, drug paraphernalia
         or alcohol, or the misuse of prescription or non-prescription drugs.
         Each Party shall notify the other Party of any suspected substance
         abuse by any Insurdata Personnel providing Services to UICI. Insurdata
         represents and warrants that it has and will maintain a screening
         program for substance abuse and that such program will be applicable to
         all Insurdata Personnel performing Services under this Agreement.

8.7      Hiring of Employees

         Except as expressly set forth herein, during the Term and for a period
         of six (6) months following the expiration or termination hereof
         (including any extended post-termination/expiration transition period),
         Insurdata will not solicit for employment directly, nor employ, any
         current employee of UICI or an Eligible Recipient involved in the
         performance of UICI's obligations under this Agreement without the
         prior written consent of UICI. Except as expressly set forth herein in
         connection with the expiration or termination of this Agreement, during
         the Term and for a period of six (6) months following the expiration or
         termination hereof (including any extended post-termination/expiration
         transition period), UICI will not solicit for employment directly, nor
         employ, any current employee of Insurdata or its Affiliates or
         Subcontractors involved in the performance of Insurdata's obligations
         under this Agreement without the prior written consent of Insurdata or
         such Subcontractor (as applicable). For purposes of this Section 8.7,
         "current employee" shall be deemed to include an employee of the
         applicable Entity who is then currently actively employed by the Entity
         or who was so employed by the Entity within the previous six (6) month
         period.




                                       17



<PAGE>


8.8      Assignment of Personnel

         Insurdata represents and warrants that Insurdata shall assign, with the
         approval of UICI, to the performance of its obligations under this
         Agreement all Insurdata Personnel necessary to perform fully and
         completely the Services as required under this Agreement.

9.       INSURDATA RESPONSIBILITIES

9.1      Policy and Procedures Manual

         (a)      Insurdata shall perform the Services in accordance with the
                  Policy and Procedures Manual. In the event of a conflict
                  between the provisions of this Agreement and the Policy and
                  Procedures Manual, the provisions of this Agreement shall
                  control unless the Parties expressly agree otherwise and such
                  agreement is set forth in the relevant portion of a Policy and
                  Procedures Manual approved by UICI in writing.

         (b)      Insurdata shall promptly modify and update the Policy and
                  Procedures Manual to reflect changes in the operations or
                  procedures described therein and shall provide the proposed
                  changes in the manual to UICI for review and comment. To the
                  extent any change would increase the cost of the Services to
                  UICI or could have a material adverse impact on the scope,
                  accuracy, speed, responsiveness or quality of the Services,
                  such change shall not take effect until it has been approved
                  by UICI.

9.2      Cooperation with UICI Third-Party Contractors

         UICI may hire contractors, subcontractors, consultants and/or other
         third parties ("UICI Third Party Contractors") to perform any of the
         Services or any New Services. Insurdata shall reasonably cooperate with
         and work in good faith with UICI Third Party Contractors as directed by
         UICI. Such cooperation may include:

                  (i)      providing access to any portion of facilities being
                           used to provide the Services, as necessary for UICI
                           Third Party Contractors to perform the work assigned
                           to them;

                  (ii)     providing access to the Equipment, Software and
                           systems to the extent permitted under any underlying
                           agreements with third-party vendors of such
                           Equipment, Software or systems; or

                  (iii)    providing written requirements, standards, policies
                           or other documentation for the Services and for the
                           Equipment, Software or systems procured, operated,
                           supported or used by Insurdata in connection
                           therewith.

         UICI Third Party Contractors shall comply with Insurdata's reasonable
         security and confidentiality requirements and shall, to the extent
         performing work on Software or Equipment for which Insurdata is
         involved in performing simultaneous or related Services, comply with
         Insurdata's reasonable standards, methodologies and procedures.
         Insurdata shall immediately notify UICI if an act or omission of UICI
         Third Party Contractor will cause, or has caused, a problem or delay in
         providing the Services and shall work with UICI to prevent or
         circumvent such problem or delay. Insurdata shall be relieved of
         Service Levels to the extent of such delay. Insurdata will coordinate
         with UICI and the UICI Third Party Contractors to resolve differences
         and conflicts arising between the Services and other activities
         undertaken by UICI or any of the UICI Third Party Contractors. UICI
         shall be responsible for any failure of UICI Third Party Contractors to
         comply with UICI's obligations under this Agreement, as applicable.

9.3      Reports

         (a)      Reports. Insurdata shall provide to UICI the Reports described
                  in Schedule H at the frequencies and in the formats provided
                  therein. In addition, from time to time, the Parties may







                                       18




<PAGE>




                  mutually agree on additional reports to be generated by
                  Insurdata and delivered to UICI on an ad hoc or periodic
                  basis.

         (b)      Back-Up Documentation. As part of the Services, Insurdata
                  shall provide UICI with such documentation and other
                  information available to Insurdata as may be reasonably
                  requested by UICI from time to time in order to verify the
                  accuracy of the Reports provided by Insurdata. In addition,
                  Insurdata shall provide UICI with documentation and other
                  information reasonably requested by UICI from time to time to
                  verify that Insurdata's performance of the Services is in
                  compliance with the Performance Standards and this Agreement.

         (c)      Correction of Errors. As part of the Services, Insurdata shall
                  promptly correct any errors or inaccuracies in or with respect
                  to the Reports, UICI Data or other contract deliverables.

9.4      Meetings

         (a)      In order to assist UICI in its technology planning, and to
                  better assure that Services are provided to UICI by Insurdata
                  in a cost-effective and timely manner, during the Term,
                  representatives of the senior management of Insurdata and
                  representatives of the senior management of UICI agree to meet
                  in person or telephonically no less frequently than monthly
                  (provided that such parties shall meet in person no less
                  frequently than quarterly) (a) to discuss, prioritize and
                  balance UICI's information technology needs and Insurdata's
                  information technology resources, including, without
                  limitation, Insurdata's manpower and personnel resources, and
                  (b) to discuss any other matters arising under this Agreement.
                  Such meetings will include review of performance and monthly
                  reports, planned or anticipated activities and changes that
                  might materially and adversely affect performance, and such
                  other matters as appropriate.

         (b)      For each such meeting, upon UICI's request, Insurdata shall
                  prepare and distribute an agenda, which will incorporate the
                  topics designated by UICI. Insurdata shall distribute such
                  agenda in advance of each meeting so that the meeting
                  participants may prepare for the meeting. In addition, upon
                  UICI's request, Insurdata shall record and promptly distribute
                  minutes for every meeting.

         (c)      Insurdata shall notify the UICI Project Executive in advance
                  of scheduled meetings with End Users or Eligible Recipients
                  (other than meetings pertaining to the provision of specific
                  Services on a day-to-day basis) and shall invite the UICI
                  Project Executive to attend such meetings or to designate a
                  representative to do so.

9.5      Quality Assurance

         Insurdata shall perform the Services in an accurate and timely manner,
         in accordance with the Performance Standards and the Policy and
         Procedures Manual. No failure or inability of the quality assurance
         procedures used by Insurdata to disclose any errors or problems with
         the Services shall excuse Insurdata's failure to comply with the
         Performance Standards and other terms of this Agreement.

         UICI shall have final authority to promulgate information technology
         architectures, standards and plans and to modify or grant waivers from
         such architectures, standards or plans, all in accordance with the
         Policy and Procedures Manual. Insurdata shall (i) comply with and
         enforce the information technology architectures, standards and plans
         established by UICI, (ii) modify the Services as and to the extent
         necessary to conform to such architectures, standards and plans and
         (iii) obtain UICI's prior approval for any deviations from such
         architectures, standards or plans.

9.6      Change Control

         Insurdata shall not make any System Changes except in accordance with
         the agreed-upon change control procedures contained in the Policy and
         Procedures Manual.





                                       19


<PAGE>


9.7      Software Currency

         Insurdata shall only use those versions of the UICI Software approved
         in writing by UICI to provide the Services.

9.8      Year 2000 Compliance

         (a)      General. "Year 2000 Compliant" or "Year 2000 Compliance" means
                  that a product, when used in accordance with its associated
                  documentation, is capable of correctly processing, providing
                  and/or receiving date data within and between the twentieth
                  and twenty-first centuries, provided that all products (for
                  example, hardware, software and firmware) used with such
                  product properly exchange accurate date data with it.

         (b)      Year 2000 Coordination. Insurdata shall cooperate and
                  coordinate its activities with the corporate office that
                  provides central planning, coordination, status tracking,
                  project communications and management reporting for the UICI
                  Year 2000 Compliance program. Insurdata shall, among other
                  things, follow all corporate guidelines regarding Year 2000
                  Compliance activities, provide all requested project reporting
                  information, cooperate with any audit activity initiated by
                  the Office of the Year 2000 and respond in a timely manner to
                  any ad hoc information or data requests.

         (c)      Emergency Access to Year 2000 Services, Personnel and
                  Resources. Upon UICI's request and subject to availability of
                  resources, Insurdata shall provide UICI with access to those
                  Insurdata services, personnel and resources required to
                  respond on an emergency basis to Year 2000 Compliance
                  problems.

         (d)      Insurdata Procurement Responsibilities. Insurdata shall
                  cooperate and assist UICI in obtaining assurances of Year 2000
                  Compliance from each third party vendor from whom UICI
                  procures new third party Equipment or Software to be operated,
                  maintained, supported or used by Insurdata to provide the
                  Services under this Agreement. Except at the direction of UICI
                  or an Eligible Recipient, or any authorized agent of either,
                  Insurdata shall not procure any Equipment or Software not
                  having such assurances of Year 2000 Compliance without UICI's
                  prior approval.

         (e)      Insurdata Software, Equipment and Infrastructure. Insurdata
                  shall ensure that any new Equipment or Software owned by
                  Insurdata and used to provide the Services is Year 2000
                  Compliant.

9.9      SAS 70 Audits


         Insurdata will include the UICI operations supported by Insurdata in
         its annual SAS 70 operational (i.e., Level II) audit and will provide
         copies of the resulting SAS 70 reports to UICI at no charge to UICI.
         Insurdata shall be responsible for the cost of the SAS 70 audit. In
         addition, UICI may elect at its cost and expense to undertake any
         recommendation contained in the audit report, and Insurdata will
         cooperate and assist UICI in connection therewith as part of the
         Services, which will be charged to UICI in accordance with this
         Agreement the first time such Services are provided by Insurdata;
         provided, however, that if a subsequent SAS 70 audit reveals that the
         Services provided by Insurdata in accordance with a previous SAS 70
         recommendation do not cause UICI's operations to meet the auditor's
         recommendation to the level and degree requested and paid for by UICI,
         then Insurdata shall provide such further Services as are necessary to
         bring UICI operations into conformance with the auditor's
         recommendations to such level and degree, at no cost to UICI.

9.10     Audit Rights

         (a)      Insurdata Records. Insurdata shall maintain and provide access
                  upon request to the portion of records, documents and other
                  information required to meet UICI's audit rights under this



                                       20


<PAGE>
                  Agreement, including, without limitation, all information
                  necessary to verify the accuracy of charges to UICI included
                  on any invoice provided to UICI ("Insurdata Records").
                  Insurdata shall retain Insurdata Records in accordance with
                  Insurdata's records retention policy as it may be reasonably
                  adjusted from time to time and provided to UICI in writing
                  upon request; provided, however, that Insurdata shall at all
                  times comply fully with all Laws applicable to UICI regarding
                  records retention, to the extent that UICI provides Insurdata
                  with prior written notice of the same.

         (b)      Operational Audits. Upon reasonable notice from UICI, and
                  subject to Insurdata or Insurdata's agents' reasonable
                  security requirements and upon execution of Insurdata's
                  standard Confidentiality Agreements, Insurdata shall, and
                  shall cause its Subcontractors and suppliers to, provide to
                  UICI (and internal and external auditors, inspectors,
                  regulators and other representatives that UICI may designate
                  from time to time) access at reasonable hours to Insurdata
                  Personnel, to the facilities at or from which Services are
                  then being provided, and to Insurdata records and other
                  pertinent information, all to the extent relevant to the
                  Services and Insurdata's obligation under this Agreement. Such
                  access shall be provided for the purpose of performing audits
                  and inspections of UICI and its businesses and to examine
                  Insurdata's performance of the Services, including: (i)
                  verifying the integrity of UICI Data; (ii) examining the
                  systems that process, store, support and transmit such data;
                  (iii) examining the controls (e.g., organizational controls,
                  input/output controls, system modification controls,
                  processing controls, system design controls and access
                  controls) and the security, disaster recovery and back-up
                  practices and procedures; (iv) examining Insurdata's
                  measurement, monitoring and management tools; and (v) enabling
                  UICI and the Eligible Recipients to meet applicable legal,
                  regulatory and contractual requirements. Insurdata shall
                  provide any assistance reasonably requested by UICI or its
                  designee in conducting any such audit, including installing
                  and operating audit software.

         (c)      Financial Audits. Upon reasonable notice from UICI, and
                  subject to Insurdata or Insurdata agents' security
                  requirements and execution of Insurdata's standard
                  Confidentiality Agreements, Insurdata shall, and shall cause
                  its Subcontractors and suppliers to, provide to UICI (and
                  internal and external auditors, inspectors, regulators and
                  other representatives that UICI may designate from time to
                  time) access at reasonable hours to Insurdata Personnel and to
                  Insurdata Records and other pertinent information, all to the
                  extent relevant to the performance of Insurdata's financial
                  obligations under this Agreement. Such access shall be
                  provided for the sole purpose of performing audits and
                  inspections relating to the Services to verify the accuracy of
                  Insurdata's Charges to see that Insurdata is exercising
                  reasonable procedures to control the resources provided by
                  Insurdata to UICI and that the Services are being provided in
                  accordance with the Service Levels. Insurdata shall provide
                  any assistance reasonably requested by UICI or its designee in
                  conducting any such audit and shall make requested personnel,
                  records and information available during the Term and
                  thereafter, during the period specified in Insurdata's records
                  retention policy, as it may be reasonably adjusted from time
                  to time. If any such audit reveals an overcharge or
                  undercharge by Insurdata, and Insurdata or UICI, as
                  applicable, does not successfully dispute the amount
                  questioned by such audit, Insurdata or UICI, as applicable,
                  shall promptly pay to the other Party the amount of such
                  overcharge or undercharge, as the case may be, together with
                  interest at the rate specified in Section 12.2.

         (d)      General Procedures.

                  (i)      UICI shall not be given access to the proprietary
                           information of other Insurdata customers or to
                           Insurdata locations that are not related to UICI or
                           the Services or to information that is not reasonably
                           necessary to perform the audit.

                  (ii)     In performing audits, UICI shall endeavor to avoid
                           unnecessary disruption of Insurdata's operations and
                           unnecessary interference with Insurdata's ability to
                           perform the Services in accordance with the
                           Performance Standards. In the event that UICI
                           disrupts Insurdata's operations or interferes with
                           Insurdata's ability to perform the Services,
                           Insurdata shall be relieved of Service Levels.

                                       21
<PAGE>


                  (iii)    Following any audit, UICI shall conduct (in the case
                           of an internal audit), or request its external
                           auditors or examiners to conduct, an exit conference
                           with Insurdata to obtain factual concurrence with
                           issues identified in the review.

                  (iv)     UICI shall use reasonable efforts to conduct the
                           audit efficiently and expeditiously and at reasonable
                           business hours.

         (e)      Insurdata Response. Insurdata and UICI shall meet to review
                  each audit report promptly after the issuance thereof.
                  Insurdata will respond to each audit report in writing within
                  thirty (30) days from receipt of such report. Insurdata and
                  UICI shall develop and agree upon an action plan to promptly
                  address and resolve any deficiencies, concerns and/or
                  recommendations in such audit report, and Insurdata shall
                  undertake remedial action in accordance with such action plan
                  and the dates specified therein.

         (f)      Response to Government Audits. If an audit by a governmental
                  body or regulatory authority having jurisdiction over UICI, an
                  Eligible Recipient or Insurdata results in a finding that
                  Insurdata or UICI is not in compliance with any generally
                  accepted accounting principle or other audit requirement or
                  any rule, regulation or law relating to the performance of its
                  obligations under this Agreement, Insurdata or UICI, as the
                  case may be, shall, within the time period specified by such
                  auditor, address and resolve the deficiency(ies) identified by
                  such governmental body or regulatory authority.

         (g)      Audit Costs. UICI shall be responsible for all costs and
                  expenses necessary for Insurdata and its Subcontractors and
                  suppliers to provide the Services described in this Section
                  9.11 and for the costs of any third party auditors or
                  consultants retained by UICI in connection therewith.

9.11     Subcontractors

         (a)      Use of Subcontractors. Insurdata shall not subcontract any
                  material portion of its responsibilities under this Agreement
                  without UICI's prior written approval. Prior to entering into
                  a subcontract with a third party for performance of any
                  material portion of the Services, Insurdata shall give UICI
                  reasonable prior written notice specifying the components of
                  the Services affected, the scope of the proposed subcontract,
                  and the identity and qualifications of the proposed
                  Subcontractor.

         (b)      Insurdata Responsibility for Subcontractors. Insurdata shall
                  remain responsible for obligations performed by Subcontractors
                  and the conduct of Subcontractor personnel to the same extent
                  as if such obligations were performed by Insurdata's
                  employees. Insurdata shall be UICI's sole point of contact
                  regarding the Services, including with respect to payment.

9.12     Compliance with Applicable Laws

         Insurdata shall comply with Laws applicable to UICI and the Eligible
         Recipients with respect to the delivery of the Services. UICI shall
         have the right to notify Insurdata of changes in Laws applicable to
         UICI that may impact the means or manner of providing the Services, and
         Insurdata shall comply with such changes. Insurdata shall make all
         reasonable efforts required to implement any necessary modifications to
         the Services prior to any applicable deadline imposed by the regulatory
         or other governmental body having jurisdiction for such requirement or
         change.

10.      UICI RESPONSIBILITIES

10.1     Responsibilities

         In addition to UICI's responsibilities as expressly set forth elsewhere
         in this Agreement and in the Policy and Procedures Manual, UICI shall
         be responsible for the following:



                                       22


<PAGE>


         (a)      UICI shall designate, prior to commencement  f the Services by
                  Insurdata, one individual to whom all Insurdata communications
                  concerning this Agreement may be addressed (the "UICI Project
                  Executive"), who shall have the authority to act on behalf of
                  UICI in all day-to-day matters pertaining to this Agreement.
                  Dennis Connor is hereby designated as the initial UICI Project
                  Executive. UICI may change the designated UICI Project
                  Executive from time to time by providing written notice to
                  Insurdata. Additionally, UICI will have the option, but will
                  not be obligated, to designate additional representatives who
                  will be authorized to make certain decisions (e.g., regarding
                  emergency maintenance, execution of decision or change
                  requests, etc.) if the UICI Project Executive is not
                  available. Furthermore, and notwithstanding the forgoing,
                  Insurdata shall be entitled to act on Services requests made
                  on the authority of all UICI and/or Eligible Recipient
                  executives or their designated project managers as set forth
                  in the Policy and Procedures Manual.

         (b)      UICI shall cooperate with Insurdata by, among other things,
                  making available, as reasonably requested by Insurdata,
                  management decisions, information, approvals and acceptances
                  so that Insurdata may accomplish its obligations and
                  responsibilities hereunder.

11.      CHARGES

11.1     General

         (a)      In consideration of Insurdata's performance of the Services,
                  UICI agrees to pay Insurdata the applicable Charges set forth
                  in Schedule D. Unless otherwise agreed in connection with any
                  Fixed-Price Project or New Services agreement made in
                  accordance with Section 11.4, all Services are to be performed
                  on a time and materials basis, and Insurdata has not made, and
                  does not make, any representation, warranty or guaranty as to
                  the amount of time, labor or resources which may be necessary
                  to complete all or any portion of the Services assigned by
                  UICI or Eligible Recipients from time to time, or with regard
                  to any scheduled or proposed delivery or completion date or
                  dates. Unless otherwise agreed in connection with any
                  Fixed-Price Project or New Services agreement made in
                  accordance with Section 11.4, UICI expressly acknowledges and
                  agrees that Insurdata shall be compensated on the time and
                  materials basis provided in this Agreement for all Services
                  rendered, including all Services necessary to correct any
                  bugs, defects, mistakes, hardware problems, compatibility
                  issues and any and all other workarounds as Insurdata deems
                  necessary to meet UICI's requirements as they may be amended
                  or modified by UICI from time to time; provided, however, that
                  UICI shall not be liable hereunder for any incremental costs
                  or expenses or any Charges for Services (which shall be borne
                  solely by Insurdata), including without limitation the costs
                  and expenses associated with any bugs, defects, mistakes,
                  hardware problems or compatibility issues, in each case
                  arising from the gross negligence or willful misconduct of
                  Insurdata.

         (b)      Except as otherwise agreed to in writing by the Parties, UICI
                  shall not pay any amounts for the Services to Insurdata in
                  addition to those set forth in this Article 11 or Schedule D
                  or elsewhere in this Agreement.

11.2     Incidental Expenses

         Insurdata acknowledges that, except as expressly provided otherwise in
         this Agreement, incidental expenses that Insurdata incurs in performing
         the Services are included in Insurdata's Charges and the rates set
         forth in this Agreement. Accordingly, such Insurdata expenses are not
         separately reimbursable by UICI unless UICI has agreed in advance and
         in writing to reimburse Insurdata for the expense.

11.3     Taxes

         The Parties' respective responsibilities for taxes arising under or in
         connection with this Agreement shall be as follows:



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<PAGE>


         (a)      Each Party shall be responsible for any franchise or privilege
                  taxes on its business and for any taxes based on its net
                  income or gross receipts.

         (b)      Each Party shall be responsible for any sales, lease, use,
                  personal property or other such taxes on Equipment, Software
                  or property it owns or leases from a third party.

         (c)      Insurdata shall be responsible for all sales, service,
                  value-added, lease, use, personal property, excise,
                  consumption and other taxes and duties payable by Insurdata on
                  any goods or services acquired and used or consumed by
                  Insurdata in providing the Services where the tax is imposed
                  on Insurdata's acquisition or use of such goods or services.

         (d)      UICI shall be responsible for all sales, use, excise, value
                  added, consumption, service or other taxes assessed on the
                  receipt of the Services as a whole, or on any particular
                  Service received by UICI or the Eligible Recipients from
                  Insurdata.

         (e)      The Parties agree to cooperate fully with each other to enable
                  each to determine more accurately its own tax liability and to
                  minimize such liability to the extent legally permissible.
                  Insurdata's invoices shall separately state the Charges that
                  are subject to taxation and the amount of taxes included
                  therein. Each Party will provide and make available to the
                  other any resale certificates, information regarding
                  out-of-state or out-of-country sales or use of equipment,
                  materials or services, and other exemption certificates or
                  information reasonably requested by either Party.

         (f)      Each Party will promptly notify the other of, and reasonably
                  coordinate with the other, the response to and settlement of,
                  any claim for taxes asserted by applicable taxing authorities
                  for which the other Party is responsible hereunder. With
                  respect to any claim arising out of a form or return signed by
                  a Party to this Agreement, such Party will have the right to
                  elect to control the response to and settlement of the claim,
                  but the other Party will have all rights to participate in the
                  responses and settlements that are appropriate to its
                  potential responsibilities or liabilities. If either Party
                  requests the other to challenge the imposition of any tax, the
                  requesting Party will reimburse the other for the reasonable
                  legal fees and expenses it incurs. A Party will be entitled to
                  a proportional share of any tax refunds or rebates granted to
                  the extent such refunds or rebates are of taxes that were paid
                  by it.

         (g)      Each Party represents, warrants and covenants that it will
                  file appropriate tax returns, and pay applicable taxes owed
                  arising from or related to the Services in applicable
                  jurisdictions.

11.4     New Services and Projects

         (a)      If UICI requests that Insurdata undertake any Projects or
                  perform any New Services, Insurdata shall promptly prepare a
                  Project or New Services proposal for UICI's consideration in
                  accordance with the Policies and Procedures Manual and in
                  accordance with UICI's request therefor. Project proposals
                  will be prepared as part of the Services and submitted within
                  fourteen (14) days of Insurdata's receipt of UICI's request.
                  Unless otherwise agreed by the Parties, Insurdata shall
                  prepare New Services proposals and Project proposals (if such
                  Project proposals are being requested on a competitive basis)
                  at no additional charge to UICI and shall deliver such
                  proposals to UICI within fourteen (14) days of its receipt of
                  UICI's request. In all cases, UICI's requests for proposals
                  shall stipulate whether UICI desires that Insurdata submit
                  either a fixed price proposal or an estimated time and
                  materials proposal or a proposal based upon such other pricing
                  as UICI may specify in its request. All Project proposals and
                  New Services proposals shall include, among other things, (i)
                  a project plan and fixed price or cost estimate for the
                  Project or New Service; (ii) a breakdown of the cost buildup
                  for such pricing or estimate; (iii) a description of the
                  service levels to be associated with any New Service; (iv) a
                  schedule for commencing and completing the Project or New
                  Service; (v) a description of any new hardware or software to
                  be provided by Insurdata in connection with the Project or New
                  Service; (vi) a description of any software and hardware
                  resources and runtime requirements necessary to provide the
                  Project or New Service; (vii) a project organization chart


                                       24


<PAGE>

                  and description of responsibilities of both UICI and
                  Insurdata; (viii) acceptance criteria; (ix) the human
                  resources necessary to complete the Project or provide the New
                  Service; and (x), with respect to any Fixed Price Project,
                  applicable penalties associated with untimely performance
                  and/or bonuses associated with accelerated performance. UICI
                  may accept or reject any Project or New Services proposal in
                  its sole discretion. If UICI accepts Insurdata's proposal and
                  Insurdata agrees to undertake the Project or provide the New
                  Services, Insurdata will perform the Project or the New
                  Services in accordance with the provisions set forth in a
                  written addendum to this Agreement and will be paid in
                  accordance with the proposal submitted by Insurdata and the
                  provisions of this Agreement to the extent not varied by the
                  documents pertaining thereto. Once the documents regarding New
                  Services have been agreed upon, the scope of the Services will
                  be expanded to include such New Services unless the Parties
                  agree in writing to the contrary. Notwithstanding any
                  provision to the contrary, the pricing proposed by Insurdata
                  shall take into account the existing and future volume of
                  business between UICI and Insurdata. UICI understands and
                  acknowledges that if Insurdata is requested to bid a Project
                  or New Services proposal on a fixed price or competitive
                  bidding basis, then Insurdata will not be restricted to the
                  pricing provided in this Agreement, and may base its pricing
                  proposal on standard commercial rates then in effect (subject
                  to Section 11.7) and on such other factors as Insurdata deems
                  appropriate under the circumstances.

         (b)      UICI may elect to, and reserves the right to, solicit and
                  receive bids from third parties to perform any Project or New
                  Services. If UICI elects to use third parties to perform a
                  Project or New Services, (i) such Project or New Services
                  shall not be deemed Services under the provisions of this
                  Agreement and (ii) Insurdata shall reasonably cooperate with
                  such third parties as provided in Section 9.2 to the extent
                  such cooperation does not impact Insurdata's ability to
                  provide the Services. UICI shall reimburse Insurdata for
                  reasonable costs of complying with this Section 11.4(b).

         (c)      The Parties anticipate that the Services will evolve and be
                  supplemented, modified, enhanced or replaced over time to keep
                  pace with technological advancements and improvements in the
                  methods of delivering services, and the Parties acknowledge
                  that these evolutionary changes may modify the "Services" and
                  will not necessarily be deemed to result in New Services.

         (d)      Insurdata will promptly inform the UICI Project Executive of
                  requests for New Services from End Users or Eligible
                  Recipients, and shall submit any proposals for New Services to
                  the UICI Project Executive or his or her designee. Insurdata
                  shall not agree to provide New Services to any End Users or
                  Eligible Recipients without the prior written approval of the
                  UICI Project Executive or his or her designee.

         (e)      If UICI requests that Insurdata provide Services to Entities
                  other than Eligible Recipients, the requested Services shall
                  be treated as New Services. Unless otherwise agreed by the
                  Parties, such Services shall be performed in accordance with
                  the terms and conditions governing the provision of the same
                  Services to existing Eligible Recipients; provided, however,
                  that to the extent Services are to be provided outside the
                  United States, the Parties may modify or add necessary terms
                  and conditions.

11.5     Proration

         Any periodic charges that may become due under this Agreement are to be
         computed on a calendar month basis, and shall be prorated for any
         partial month on a calendar day basis.

11.6     Refundable Items

         (a)      Prepaid Amounts. Where UICI has prepaid for a third party
                  service or function necessary for performance of the Services
                  under this Agreement, Insurdata shall assist and cooperate
                  with UICI's efforts to obtain any available refund of such
                  prepaid expense to which UICI may become entitled. UICI shall
                  reimburse Insurdata, when the Term ends, for that portion of
                  any amounts prepaid by Insurdata (or its Approved
                  Subcontractors) that are attributable to periods on and after
                  the Term ends to the extent that: (a) such prepayment is for a
                  period of less than one (1) year; or (b) UICI approved such
                  prepayment in advance.



                                       25


<PAGE>


         (b)      Refunds and Credits. If either Party should receive a refund,
                  credit, discount or other rebate for goods or services paid
                  for by the other Party, then the Party receiving such refund,
                  credit, discount or other rebate shall (i) notify the other
                  Party of such refund, credit, discount or rebate and (ii) pay
                  the full amount of such refund, credit, discount or rebate to
                  the other Party.

11.7            Most Favored Nations Pricing

         (a)      Insurdata represents and warrants that the prices contained
                  herein are at least as favorable to UICI as the prices that
                  third parties pay to Insurdata for comparable Services. If
                  Insurdata offers to provide to any third party comparable
                  services at prices lower than those contained herein,
                  Insurdata shall immediately notify UICI of same and, at UICI's
                  option, this Agreement shall be amended to include such lower
                  prices.

         (b)      Insurdata further represents, warrants and agrees that the
                  prices for which all other Insurdata software, services and
                  product licenses and sales are to be provided to UICI and any
                  Eligible Recipient are and will be no less favorable to UICI
                  or the Eligible Recipient than the prices that unaffiliated
                  third parties (excluding CareFirst Administrators' use of
                  Insur-Claims(R)) pay to Insurdata for comparable services and
                  products. If Insurdata agrees during the Term of this
                  Agreement to provide to any third party comparable services or
                  products at prices lower than those provided for in any
                  agreement with UICI or an Eligible Recipient (including the
                  Excluded Agreements), Insurdata shall immediately notify UICI
                  or such Eligible Recipient of same and, at the option of UICI
                  or such Eligible Recipient, the applicable agreement will be
                  amended to provide for such lower prices. Without limiting the
                  generality of the foregoing, Insurdata hereby agrees that the
                  per-transaction prices, per-employee and/or other fees charged
                  for comparable transaction volumes and breakpoints by
                  Insurdata to UICI and each Eligible Recipient for use of
                  Insurdata's Insur-Web(TM), Insur-Enroll(TM), Insur-Voice(R),
                  Insur-Admin(R), Insur-Image(R)and Insur-Claims(R)proprietary
                  technology solutions, as well as any other proprietary
                  technology solutions or services developed by Insurdata from
                  time to time during the Term of this Agreement, are and will
                  be no less favorable to UICI than the per-transaction prices
                  and/or fees that unaffiliated third parties pay to Insurdata
                  for such proprietary technological solutions (excluding the
                  pricing for CareFirst Administrators' use of Insur-Claims(R)).

         (c)      For purposes of this Section, UICI acknowledges and agrees
                  that whether or not services, licensing or sale terms are
                  "comparable" shall be determined based upon all relevant
                  factors, which may include, but are not limited to: (i)
                  estimated and actual volumes and whether or not the customer
                  has guaranteed certain minimum volumes; (ii) the length of the
                  term of the customer's commitment; (iii) the breadth of
                  services and product offerings utilized by the customer; (iv)
                  the complexity and expense associated with start-up,
                  implementation and ongoing maintenance, and whether or not the
                  customer has agreed to pay such costs up front or whether such
                  costs are to be amortized over the term of the contract; (v)
                  the associated services levels and service level
                  penalty/credit arrangements; and (vi) in the case of data
                  capture services, the specifications for keying and form
                  variances, storage and retrieval options, etc.

         (d)      This  Section is intended to apply to Insurdata  product and
                  services offerings as they exist on a pre-merger basis, and
                  any subsequent proprietary technology solutions and ancillary
                  service offerings developed by the HealthAxis Applications
                  Solutions Group on a post-merger basis. Notwithstanding
                  anything herein to the contrary, this Section 11.7 shall not
                  apply to product and services offerings available as of the
                  Effective Date from HealthAxis, the details of which,
                  including any "most favored nations" pricing terms, are and
                  shall remain the subject of one or more separate written
                  agreements dated on or prior to the Effective Date between
                  UICI and HealthAxis.


                                       26


<PAGE>



12.      INVOICING AND PAYMENT

12.1     Invoicing

         Insurdata will invoice UICI after the first day of each month during
         the Term for amounts attributable to Services performed during the
         preceding month. The invoice will state separately applicable taxes
         owed by UICI, if any, by tax jurisdiction. UICI will pay all undisputed
         invoiced Charges (subject to Section 12.3) within thirty (30) days
         after the date of UICI's receipt of the invoice. Each invoice shall be
         accompanied by such details of Charges as are necessary to meet UICI's
         requirements under government accounting rules and regulations, to
         validate volumes and fees, and to satisfy UICI's internal accounting
         and chargeback requirements. Insurdata shall include the pricing
         methodologies, calculations and related data utilized to establish the
         Charges.

         To the extent a credit may be due to UICI pursuant to this Agreement,
         Insurdata shall provide UICI with an appropriate credit against amounts
         then due and owing; if no further payments are due to Insurdata,
         Insurdata shall pay such amounts to UICI on the following invoice, but
         no less than thirty (30) days later.

12.2     Set Off

         With respect to any amount to be paid or reimbursed by UICI hereunder,
         UICI may set off against such amount any amount that Insurdata is
         obligated to pay UICI hereunder, or, at Insurdata's option, UICI may
         pay Insurdata such amount within thirty (30) days thereafter.

12.3     Disputed Charges

         (a)      UICI shall pay undisputed Charges when such payments are due
                  under this Article 12 and Schedule D. If UICI in good faith
                  disputes any Charges under this Agreement, UICI shall promptly
                  notify Insurdata in writing of such disputed amount and the
                  basis for UICI's dispute together with any appropriate
                  information supporting UICI's position. If UICI withholds any
                  disputed charges, such amount shall be promptly deposited in
                  an interest-bearing escrow account. To the extent it is
                  ultimately determined that such disputed amount is payable to
                  Insurdata, UICI shall pay interest on such amount to the
                  extent earned on such escrowed account. UICI and Insurdata
                  shall address disputes in accordance with the procedures set
                  forth in Article 19.

         (b)      Neither the failure to dispute any Charges or amounts prior to
                  payment nor the failure to withhold any amount shall
                  constitute, operate or be construed as a waiver of any right
                  UICI may otherwise have to dispute any Charge or amount or
                  recover any amount previously paid.

12.4     No Implied Charges

         Each Party shall be solely responsible for all the costs and expenses
         of performing such Party's obligations under this Agreement, and no
         payment shall be due from the other Party for the performance of such
         obligations unless such payment is expressly specified in this
         Agreement.

12.5     Records

         Insurdata shall keep and maintain complete and accurate accounting
         records in accordance with generally accepted accounting principles to
         support and document all amounts becoming payable to Insurdata
         hereunder. Upon request from UICI, Insurdata shall provide to UICI (or
         a representative designated by UICI) access to such records for the
         purpose of auditing such records during normal business hours.
         Insurdata shall retain all records required under this Section 12.5 for
         four (4) years after the amounts documented in such records become due.



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<PAGE>


12.6     Late Payment

         Invoices not paid when due shall bear interest on the outstanding
         balance at the rate of prime plus two percent (2.0%) per annum (unless
         restricted by law, in which case interest shall accrue at the highest
         legal rate). Notwithstanding anything to the contrary contained herein,
         and even if any payment dispute arises between the parties (which
         payment dispute shall be resolved pursuant to the dispute resolution
         procedures in Section 19), in no event shall Insurdata suspend or
         otherwise interrupt the provision of Services to UICI or the Eligible
         Recipients unless authority to do so is granted by UICI in writing.

13.      UICI DATA AND OTHER PROPRIETARY INFORMATION

13.1     UICI Ownership of UICI Data

         UICI Data is and shall remain the property of UICI. Insurdata shall, at
         the times specified below, promptly deliver to UICI in the available
         format and on the media then used by Insurdata to provide the Services:
         (a) a copy of all UICI Owned Materials and UICI Data (or such portions
         as shall be specified by UICI) and (b) a copy of all Developed
         Materials (or such portions as shall be specified by UICI). Such
         deliveries shall occur: (i) at any time at UICI's request, (ii) at the
         end of the Term and upon the completion of all requested Transfer
         Assistance Services, or (iii) with respect to particular UICI Data or
         UICI Owned Materials, at such earlier date that UICI requests such data
         because it is no longer required by Insurdata to perform the Services.
         Thereafter, if requested by UICI, Insurdata shall destroy or securely
         erase all copies of the UICI Data and UICI Owned Materials in
         Insurdata's possession or under Insurdata's control. Insurdata shall
         not withhold any UICI Data or any of the items specified in this
         Section as a means of resolving any dispute. Insurdata may retain one
         (1) copy of the UICI Data and UICI Owned Developed Materials to
         determine Insurdata's or its agents' rights under this Agreement.
         Insurdata shall be relieved of its obligations to provide the Services
         to the extent that its performance is prevented or hindered by the
         return, erasure or destruction of UICI Data or UICI Owned Materials or
         reports prepared pursuant to this Section 13.1. Except to the extent
         expressly permitted under this Agreement, UICI Data and UICI Owned
         Materials shall not be utilized by Insurdata for any purpose other than
         the performance of Services under this Agreement and shall not be
         disclosed (except as provided in Article 14), sold, assigned, leased,
         licensed or otherwise provided to third parties by Insurdata or
         commercially exploited by or on behalf of Insurdata or any Insurdata
         Personnel. Insurdata shall not possess or assert any lien or other
         right against or to UICI Data.

13.2     Safeguarding UICI Data

         (a)      Insurdata shall establish and maintain environmental, safety
                  and facility procedures, data security procedures and other
                  safeguards against the destruction, loss or alteration of UICI
                  Data in the possession of Insurdata which are (i) no less
                  rigorous than those that are commercially reasonable,
                  documented and enforced by UICI as of the Effective Date,
                  which UICI will provide to Insurdata, and (ii) no less
                  rigorous than those maintained by Insurdata for its own
                  information of a similar nature. UICI shall have the right to
                  establish backup security for UICI Data and to keep backup
                  copies of the UICI Data in UICI's possession at UICI's expense
                  if UICI so chooses. No media on which UICI Data is stored may
                  be used simultaneously to store data of any other customer of
                  Insurdata.

         (b)      As part of the Services, Insurdata shall be responsible for
                  developing and maintaining procedures for the disaster
                  recovery and reconstruction of lost UICI Data. Insurdata shall
                  correct, at UICI's request and sole discretion, any
                  destruction, loss or alteration of any UICI Data.

13.3     Confidentiality

         (a)      Proprietary Information. Insurdata and UICI each acknowledges
                  that the other possesses and will continue to possess
                  information that has been developed or received by it, has
                  commercial value in its or its customer's business and is not
                  in the public domain. Except as otherwise specifically agreed
                  in writing by the Parties, "Proprietary Information" of UICI
                  or Insurdata,




                                       28

<PAGE>
                  or their respective Affiliates and Eligible Recipients shall
                  mean all information and documentation that belongs to UICI
                  and Insurdata and such Affiliates, Eligible Recipients or
                  agents, respectively, whether disclosed to or accessed by such
                  entity or Party in connection with this Agreement and that:
                  (1) has been marked "confidential" or "proprietary" or with
                  words of similar meaning at the time of disclosure by such
                  entity or Party, or (2) if disclosed orally or not marked
                  "confidential" or "proprietary" or with words of similar
                  meaning at the time of disclosure, was subsequently summarized
                  in writing within sixty (60) days after disclosure by the
                  disclosing entity or Party and marked "confidential" or
                  "proprietary" or with words of similar meaning, or (3)
                  consists of information and documentation included within any
                  of the following categories: (a) customer, supplier or
                  contractor lists, (b) customer, supplier or contractor
                  information, (c) information regarding business plans
                  (strategic and tactical), markets and operations (including
                  performance), (d) information regarding administrative,
                  financial or marketing activities or results, (e) pricing
                  information, (f) personnel information, (g) products and
                  product and service offerings (including specifications and
                  designs), (h) processes (e.g., logistical and engineering),
                  (i) budgets and financial results, (j) premium data and loss
                  information, (k) identities of agents and brokers and the
                  nature of UICI's agreements with them, (l) UICI's third party
                  contracts to which Insurdata has had access, and (m) any
                  information derived from such information.

         (b)      Obligations

                  (1)      Insurdata and UICI shall not disclose, and shall
                           maintain the confidentiality of, all Proprietary
                           Information of the other Party. UICI and Insurdata
                           shall each use at least the same degree of care to
                           safeguard and to prevent disclosing to third parties
                           the Proprietary Information of the other as it
                           employs to avoid unauthorized disclosure,
                           publication, dissemination, destruction, loss or
                           alteration of its own information (or information of
                           its customers) of a similar nature, but not less than
                           reasonable care. The Parties may disclose Proprietary
                           Information to their Affiliates, auditors, attorneys,
                           accountants, consultants and Subcontractors, where:
                           (i) use by such person or entity is authorized under
                           this Agreement; (ii) such disclosure is necessary for
                           the performance of such person's or entity's
                           obligations under or with respect to this Agreement
                           or otherwise naturally occurs in such person's or
                           entity's scope of responsibility; (iii) the person or
                           entity (and its applicable officers and employees)
                           agree in writing to assume the obligations
                           substantially similar to those described in this
                           Section 13.3; and (iv) the disclosing Party assumes
                           full responsibility for the acts or omissions of such
                           person or entity and takes all reasonable measures to
                           ensure that the Proprietary Information is not
                           disclosed or used in contravention of this Agreement.
                           Each Party's Proprietary Information shall remain the
                           property of such Party.

                  (2)      Neither Party shall: (i) make any use or copies of,
                           or use, the Proprietary Information of the other
                           Party except as contemplated by this Agreement; (ii)
                           acquire any right in or assert any lien against the
                           Proprietary Information of the other Party; (iii)
                           sell, assign, transfer, lease or otherwise dispose of
                           Proprietary Information to third parties or
                           commercially exploit such information, including
                           through derivative works; or (iv) refuse for any
                           reason (including a default or material breach of
                           this Agreement by the other Party) to promptly
                           provide the other Party's Proprietary Information
                           (including copies thereof) to the other Party if
                           requested to do so (in the case of UICI Data, in the
                           form reasonably requested if UICI is paying for their
                           return). Upon expiration or any termination of this
                           Agreement and completion of each Party's obligations
                           under this Agreement, each Party shall return or
                           destroy, as the other Party may direct, all
                           documentation in any medium that contains, refers to,
                           or relates to the other Party's Proprietary
                           Information, and retain no copies. In addition, the
                           Parties shall take reasonable steps to ensure that
                           their employees comply with these confidentiality
                           provisions.

         (c)      Exclusions. Section 13.3(b) shall not apply to any particular
                  information that the receiving Party can demonstrate (i) is,
                  at the time of disclosure to it, in the public domain; (ii)

                                       29
<PAGE>


                  after disclosure to it, is published or otherwise becomes part
                  of the public domain through no fault of the receiving Party;
                  (iii) is in the possession of the receiving Party at the time
                  of disclosure to it; (iv) is received from a third party
                  having a lawful right to disclose such information; or (v) is
                  independently developed by the receiving Party without
                  subsequent reference to Proprietary Information of the
                  furnishing Party. In addition, the receiving Party shall not
                  be considered to have breached its obligations under this
                  Section 13.3 for disclosing Proprietary Information of the
                  other Party as required to satisfy any legal requirement of a
                  competent government body, provided that, promptly upon
                  receiving any such request and to the extent that it may
                  legally do so, such Party advises the other Party of the
                  Proprietary Information to be disclosed and the identity of
                  the third party requiring such disclosure prior to making such
                  disclosure in order that the other Party may interpose an
                  objection to such disclosure, take action to assure
                  confidential handling of the Proprietary Information, or take
                  such other action as it deems appropriate to protect the
                  Proprietary Information. It is understood that the receipt of
                  Proprietary Information under this Agreement will not limit or
                  restrict assignment or reassignment of employees of UICI and
                  Insurdata within or between the respective Parties and their
                  Affiliates.

         (d)      Loss of Proprietary Information. Each Party shall: (i)
                  promptly notify the other Party in writing of any possession,
                  use, knowledge, disclosure or loss of such other Party's
                  Proprietary Information in contravention of this Agreement;
                  (ii) promptly furnish to the other Party all known details and
                  reasonably assist such other Party in investigating and/or
                  preventing the recurrence of such possession, use, knowledge,
                  disclosure or loss; (iii) reasonably cooperate with the other
                  Party in any investigation or litigation deemed necessary by
                  such other Party to protect its rights; and (iv) promptly use
                  all commercially reasonable efforts to prevent further
                  possession, use, knowledge, disclosure or loss of Proprietary
                  Information in contravention of this Agreement. Each Party
                  shall bear any costs it incurs in complying with this Section
                  13.3(d).

         (e)      No Implied Rights. Nothing contained in this Section 13.3
                  shall be construed as obligating a Party to disclose its
                  Proprietary Information to the other Party, or as granting to
                  or conferring on a Party, expressly or impliedly, any rights
                  or license to any Proprietary Information of the other Party.

         (f)      Survival. The Parties' obligations of non-disclosure and
                  confidentiality shall survive the expiration or termination of
                  this Agreement for a period of five (5) years.

         (g)      Limitation. Neither Party shall be responsible for the loss,
                  corruption, damage or mistransmission of data during the
                  transmission of such data by a third party telecommunications
                  provider unless to the extent such loss, damage or
                  mistransmission is attributable to error or either Party's
                  failure to perform its obligations under this Agreement.

13.4     File Access

         UICI will have unrestricted access to, and the right to review and
         retain the relevant portion of all computer or other files containing
         UICI Data. At no time will any of such files or other materials or
         information be stored or held in a form or manner not readily
         accessible to UICI. Insurdata will provide to the UICI Project
         Executive all passwords, codes, comments, keys, documentation and the
         locations of any such files and other materials promptly upon the
         request of UICI, including Equipment and Software keys and such
         information as to format, encryption (if any) and any other
         specification or information necessary for UICI to retrieve, read,
         revise and/or maintain such files and information. Upon the request of
         the UICI Project Executive, Insurdata will confirm that, to the best of
         its knowledge, all files and other information provided to UICI are
         complete and that no material element, amount or other fraction of such
         files or other information to which UICI may request access or review
         has been deleted, withheld, disguised or encoded in a manner
         inconsistent with the purpose and intent of providing full and complete
         access to UICI as contemplated by this Agreement.




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<PAGE>


14.      OWNERSHIP OF MATERIALS

14.1     UICI Owned Materials

         UICI shall be the sole and exclusive owner of the UICI Owned Materials
         and all Developed Materials unless Insurdata acquires ownership of any
         Developed Materials pursuant to Section 14.2(b) below. Insurdata does
         hereby absolutely and unconditionally assign and transfer to UICI any
         and all right, title and interest Insurdata may have, or claim to have,
         in and to all Materials which have been previously developed by
         Insurdata for UICI under the Existing Agreements (the "Existing
         Materials"), and Insurdata does hereby acknowledge and agree that UICI
         is the sole and exclusive owner of same. UICI accepts such Existing
         Materials in their present condition, and Insurdata agrees that it will
         continue to provide support, maintenance and enhancements to same as
         part of the Services.

14.2     Developed Materials

         (a)      Unless the Parties agree otherwise in writing, all Developed
                  Materials shall be considered works made for hire (as that
                  term is used in Section 101 of the Copyright Act) that are
                  owned by UICI or the applicable Eligible Recipient. If any
                  such Developed Materials may not be considered a work made for
                  hire under applicable law, Insurdata hereby irrevocably
                  assigns, and shall assign, to UICI or the appropriate Eligible
                  Recipient, without further consideration, all of Insurdata's
                  right, title and interest in and to such Developed Materials,
                  including United States and foreign intellectual property
                  rights. Insurdata acknowledges that UICI and the Eligible
                  Recipients and their successors and assigns shall have the
                  right to obtain and hold in their own name any intellectual
                  property rights in and to such Developed Materials. Insurdata
                  agrees to execute any documents and take any other actions
                  reasonably requested by UICI to effectuate the purposes of
                  this Section 14.2. UICI grants to Insurdata a non-exclusive,
                  non-transferable, worldwide, limited right and license to use,
                  execute, reproduce, display, perform, modify and distribute
                  the Developed Materials and the Existing Materials for the
                  sole purpose of providing the Services during the Term and the
                  Transfer Assistance Period pursuant to this Agreement;
                  provided that this license does not give Insurdata the right,
                  and Insurdata is not authorized, to sublicense such Developed
                  Materials or use them for the benefit of other customers or
                  for any other purpose without UICI's prior written consent.

         (b)      With respect to any specified Existing Materials (including,
                  without limitation, the sales automation and student
                  administration and claims software solutions) and any
                  specified Developed Materials consisting of custom software
                  solutions developed by Insurdata for UICI as part of Services
                  provided to UICI under this Agreement ("Developed Software"),
                  UICI and Insurdata may, at the request of Insurdata and at the
                  option of UICI, enter into an agreement pursuant to which
                  Insurdata: (a) may grant to third parties non-exclusive
                  licenses to use any specified Existing Materials or Developed
                  Software or (b) may obtain from UICI a non-exclusive license
                  to use any specified Existing Materials or Developed Software
                  for third parties. In either event, UICI shall have the
                  unrestricted right to use the Existing Materials or Developed
                  Software, to own the code for all Existing Materials and
                  Developed Software and shall be entitled to all upgrades and
                  software maintenance as is provided to other third party
                  licensees. For each specified item of Developed Software for
                  which Insurdata and UICI enter into an agreement as herein
                  provided, such agreement shall specify that: (a) 25% of any
                  and all royalty payments due to Insurdata from third-party
                  licensees for the use of Developed Software shall be paid by
                  Insurdata to UICI, such payments to be applied, first, to
                  generate for UICI a twelve percent (12%) annual return on
                  unamortized software development costs for the specified
                  Developed Software and, second, to amortize the software
                  development costs for the specified Developed Software, and
                  (b) after all software development costs for the specified
                  Developed Software have been fully amortized, ownership of the
                  specified Developed Software shall pass to Insurdata, subject
                  to reservation by UICI and each Eligible Recipient of a
                  non-exclusive license, with the right to grant sublicenses to
                  UICI Affiliates, to use, copy and create derivative works of
                  the source code and object code versions of such Developed
                  Software. If the parties do not enter into such an agreement
                  for particular Developed Software, UICI shall retain and own





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<PAGE>

                  all right, title and interest in such Developed Software and
                  in all intellectual property rights therein. In addition, UICI
                  shall own all right, title and interest in all other materials
                  fixed in tangible form by Insurdata to perform its obligations
                  under the Agreement and all intellectual property rights
                  therein.

         (c)      Insurdata shall provide UICI with the source code and
                  documentation for the Existing Materials and for all Developed
                  Materials which are created in accordance with this Agreement.
                  Insurdata represents and warrants that: (i) the source code
                  and documentation for such Developed Materials will be
                  sufficient to allow a reasonably knowledgeable and experienced
                  systems programmer to maintain and support such Materials;
                  (ii) the user documentation for such Materials will accurately
                  describe in terms understandable by a typical end user the
                  functions and features of such Developed Materials and the
                  procedures for exercising such functions and features; and
                  (iii) all Developed Software shall have the appropriate source
                  code which matches with the executable object code version.
                  With respect to the Existing Materials, Insurdata agrees that
                  it will revise or create such documentation pertaining thereto
                  as UICI may request from time to time as part of the Services.

14.3     Other Materials

         This Agreement shall not confer upon either Party intellectual property
         rights in Materials of the other Party (to the extent not covered by
         this Article 14) unless otherwise so provided elsewhere in this
         Agreement.

14.4     General Rights

         (a)      Copyright Legends. The Parties agree to reproduce copyright
                  legends which appear on any portion of the Materials which may
                  be owned by third parties.

         (b)      No Implied Licenses. Except as expressly specified in this
                  Agreement, nothing in this Agreement shall be deemed to grant
                  to one Party, by implication, estoppel or otherwise, license
                  rights, ownership rights or any other intellectual property
                  rights in any Materials owned by the other Party or any
                  Affiliate of the other Party (or, in the case of Insurdata,
                  any Eligible Recipient).

14.5     UICI Rights Upon Expiration or Termination of Agreement

         As part of the Transfer Assistance Services, Insurdata shall provide
         the following to UICI and the Eligible Recipients with respect to
         Materials and Software:

         (a)      UICI Owned Materials and Developed Materials. Insurdata shall:

                  (1)      deliver to UICI all Developed Materials in the format
                           and medium in use by Insurdata in connection with the
                           Services as of the date of such expiration or
                           termination, and shall ensure that all delivered
                           source code matches with the then current production
                           version of the object code as delivered; and

                  (2)      following confirmation by UICI that the copies of the
                           UICI Owned Materials delivered by Insurdata are
                           acceptable and the completion by Insurdata of any
                           Transfer Assistance Services for which such Materials
                           are required, destroy or securely erase all other
                           copies of such Materials then in Insurdata's
                           possession and cease using such Materials for any
                           purpose; provided, however, that Insurdata may retain
                           one (1) copy of the UICI Data to determine
                           Insurdata's rights under this Agreement.

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<PAGE>


15.      REPRESENTATIONS AND WARRANTIES

15.1     Work Standards

         Insurdata represents and warrants that the Services shall be executed
         in a timely and workmanlike manner, in accordance with the practices of
         the information technology outsourcing industry and the Performance
         Standards. Insurdata covenants that it shall use qualified individuals
         with the experience, competence and skill necessary to perform the
         Services.

15.2     Maintenance

         Insurdata represents and warrants that it shall, as part of the
         Services, maintain the UICI Equipment and UICI Software: (i) in good
         operating condition, subject to normal wear and tear; (ii) undertaking
         repairs and preventive maintenance on Equipment for which Insurdata is
         designated to be responsible hereunder in accordance with the
         applicable Equipment manufacturer's recommendations and requirements;
         and (iii) performing Software maintenance in accordance with the
         applicable Software vendor's written documentation. For Third Party
         Equipment and Software no longer supported by the licensor or
         manufacturer Insurdata shall use commercially reasonable efforts to
         perform maintenance as required.

15.3     Efficiency and Cost Effectiveness

         Insurdata shall use its best efforts to provide the Services in a
         cost-effective manner consistent with the Performance Standards.
         Without limiting the generality of the foregoing, such actions shall
         include:

         (a)      considering the economic circumstances in which the Services
                  are provided, including the impact upon UICI and the Eligible
                  Recipients of alternative technologies, applicable economies
                  of scale, costs associated with compliance with Laws and
                  Insurdata's projections of UICI's retained resource
                  requirements;

         (b)      making adjustments in the timing of actions (consistent with
                  UICI's priorities and schedules for the Services and
                  Insurdata's obligation to meet the Performance Standards);

         (c)      delaying or accelerating, as appropriate, the performance of
                  noncritical functions within limits acceptable to UICI;

         (d)      tuning or optimizing the systems, including memory, used to
                  perform the Services (including providing advice and
                  suggestions to UICI to assist UICI in UICI's tuning of
                  Applications Software to optimize performance and minimize
                  costs);

         (e)      controlling its use of the UICI data network by scheduling
                  usage, where possible, to low utilization periods;

         (f)      using alternative technologies to perform the Services when
                  approved by UICI; and

         (g)      efficiently using resources for which UICI is charged
                  hereunder, consistent with industry norms, and compiling data
                  concerning such efficient use in segregated and auditable form
                  whenever possible.

15.4     Developed Materials

         Insurdata represents and warrants that the Developed Materials will
         perform and function in conformance with the specifications for the
         same. Insurdata does not assure uninterrupted or error-free operation
         of the Developed Materials, or that the Developed Materials will be
         free of bugs, defects or mistakes, or that Insurdata will correct all
         defects therein.



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<PAGE>


15.5     Non-Infringement

         Each Party represents and warrants that it shall perform its
         responsibilities under this Agreement in a manner that does not
         infringe, or constitute an infringement or misappropriation of, any
         U.S. patent, copyright, trademark or similar proprietary rights
         conferred by contract or by common law or by the law of the U.S. or any
         state therein of any third party; provided, however, that the
         performing Party shall not have any obligation or liability to the
         extent any infringement or misappropriation is caused by (i)
         modifications or misuse made by the other Party or its subcontractors
         without the knowledge or approval of the performing Party, (ii) the
         other Party's combination of the performing Party's work product or
         Materials with items not furnished or specified by the performing Party
         or contemplated by this Agreement, (iii) a breach of this Agreement by
         the other Party, or (iv) Third Party Software, except to the extent
         that such infringement or misappropriation arises from the failure of
         the performing Party to obtain the necessary licenses or Required
         Consents or to abide by the limitations of the applicable Third Party
         Software licenses. In addition, Insurdata represents and warrants that
         it will use commercially reasonable efforts to obtain intellectual
         property indemnification for UICI pursuant to any agreements that
         Insurdata enters into after the Effective Date in connection with
         providing the Services with respect to Third Party Software, from the
         suppliers of such Software, that is comparable to the intellectual
         property indemnification provided by Insurdata to UICI under this
         Agreement, and will use reasonable efforts to notify UICI of all
         failures to obtain such indemnification.

15.6     Authorization

         Each Party represents and warrants to the other that:

         (a)      It is a corporation duly incorporated, validly existing and in
                  good standing under the laws of its state of incorporation;

         (b)      It has the requisite corporate power and authority to execute,
                  deliver and perform its obligations under this Agreement;

         (c)      It has obtained all licenses, authorizations, approvals,
                  consents or permits required to perform its obligations under
                  this Agreement under all applicable federal, state or local
                  laws and under all applicable rules and regulations of all
                  authorities having jurisdiction over the Services;

         (d)      The execution, delivery and performance of this Agreement and
                  the consummation of the transactions contemplated by this
                  Agreement have been duly authorized by the requisite corporate
                  action on the part of such Party; and

         (e)      The execution, delivery and performance of this Agreement
                  shall not constitute a violation of any judgment, order or
                  decree; a material default under any material contract by
                  which it or any of its material assets are bound; or an event
                  that would, with notice or lapse of time, or both, constitute
                  such a default.

15.7     Malicious Code

         Each Party represents and warrants that it shall take commercially
         reasonable actions and precautions to prevent the introduction and
         proliferation, and reduce the effects, of any Malicious Code into
         UICI's information technology environment or any system used by
         Insurdata to provide the Services. Insurdata shall provide corrective
         Services at no cost to UICI in the event any Malicious Code is
         introduced as a result of Insurdata's gross negligence or willful
         misconduct.

15.8     Disabling Code

         Neither Party shall without the prior written consent of the other
         Party insert into the Software any code which could be invoked to
         disable or otherwise shut down all or any portion of the Services. With
         respect to any disabling code that may be part of the Software, neither
         Party shall invoke or cause to be invoked such disabling code at any
         time, including upon expiration or termination of this Agreement for
         any reason, without the other Party's prior written consent.



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<PAGE>


15.9     Compliance with Laws

         Each Party represents and warrants that the Software, Materials and
         Services provided by such Party shall be in compliance with all
         applicable Laws on the Effective Date and shall remain in compliance
         with such Laws for the entire Term of the Agreement. Insurdata shall
         comply with all Laws applicable to the provision of Services. UICI
         shall comply with all Laws applicable to the receipt of Services.

15.10    Remedy

         In the event of any breach by Insurdata of any of the warranties set
         forth in this Article 15, Insurdata shall promptly correct or cause the
         correction of the deficiencies giving rise to the breach without charge
         to UICI. In the event of any breach by UICI of any of the warranties
         set forth in this Article 15, UICI shall promptly correct or cause the
         correction of the deficiencies giving rise to the breach without charge
         to Insurdata. In the event of any breach of a warranty set forth in
         this Article 15 that causes a significant impact on UICI's ability to
         perform a material function required by UICI's business, Insurdata
         shall use its diligent efforts to correct the deficiency within
         twenty-four (24) hours after Insurdata discovers or receives notice of
         the deficiency; if failure to restore begins to materially affect
         UICI's business, Insurdata will use its best commercially reasonable
         efforts to restore critical production functions as soon as possible.

15.11    Disclaimer of Warranties

         EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY
         WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY SERVICES,
         INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE.

16.      INSURANCE AND RISK OF LOSS

16.1     Insurance

         (a)      Requirements. Insurdata agrees to keep in full force and
                  effect and maintain at its sole cost and expense the following
                  policies of insurance during the term of this Agreement:

                  (1)  Workers' Compensation and Employer's Liability Insurance:

                       (i)      Statutory Workers' Compensation including
                                occupational disease in accordance with
                                applicable Laws.

                       (ii)     Employer's Liability Insurance with minimum
                                limits reasonably acceptable to UICI.

                  (2)  Commercial General Liability Insurance and Umbrella
                       Liability Insurance (including contractual liability
                       insurance) providing coverage for bodily injury and
                       property damage with combined single limits of not
                       less than one million dollars ($1,000,000) per
                       occurrence, and two million dollars ($2,000,000) in
                       the aggregate.

                  (3)  Commercial Business Automobile Liability Insurance
                       including coverage for all owned, non-owned, leased
                       and hired vehicles providing coverage for bodily
                       injury and property damage liability with combined
                       single limits of not less than one million dollars
                       ($1,000,000) per occurrence.

                  (4)  Employee Dishonesty and Computer Fraud Insurance
                       covering losses arising out of or in connection with
                       any fraudulent or dishonest acts committed by
                       Insurdata Personnel, acting alone or with others, in
                       an amount not less than five million dollars
                       ($5,000,000) per occurrence.




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<PAGE>


         (b)      Approved Companies. If applicable, Insurdata may self insure
                  to the extent allowed by law.

         (c)      Endorsements. With respect to subsections (a)(2) and (a)(3)
                  above, Insurdata's insurance policies as required herein shall
                  name UICI and all of its subsidiaries, Affiliates, officers,
                  directors, agents, servants and employees as Additional
                  Insureds for any and all liability arising at any time in
                  connection with Insurdata's performance under this Agreement.
                  Insurdata shall obtain such endorsements to its policy or
                  policies of insurance as are necessary to cause the policy or
                  policies to comply with the requirements stated herein.

         (d)      Certificates. Insurdata shall upon UICI's request provide UICI
                  with certificates of insurance evidencing compliance with this
                  Article 16 (including evidence of renewal of insurance) signed
                  by authorized representatives of the respective carriers for
                  each year that this Agreement is in effect. Each certificate
                  of insurance shall include a statement that the issuing
                  company shall not cancel, nonrenew, reduce or otherwise change
                  the insurance afforded under the above policies unless thirty
                  (30) days' notice of such cancellation, nonrenewal, reduction
                  or change has been provided to:

                                      UICI
                                      4001 McEwen
                                      Suite 200
                                      Dallas, Texas 75244
                                      Attention: General Counsel

         (e)      No Implied Limitation. The obligation of Insurdata to provide
                  the insurance specified herein shall not limit in any way any
                  obligation or liability of Insurdata provided elsewhere in
                  this Agreement.

16.2     Risk of Loss

Except as provided below, each Party shall be responsible for risk of loss of,
and damage to, any Equipment, Software or other Materials owned by it. Each
Party shall promptly notify the other of any damage (except normal wear and
tear), destruction, loss, theft or governmental taking of any item of Equipment,
Software or other Materials in the possession of such Party or on its premises
of such Party, whether or not insured against by such Party, whether partial or
complete ("Event of Loss"). For any UICI Event of Loss, Insurdata shall
cooperate and assist UICI with respect to the repair or replacement as part of
the Services. Insurdata shall be responsible for any such UICI Event of Loss
which results from Insurdata's gross negligence or willful misconduct.

17.      INDEMNITIES

17.1     Indemnity by Insurdata

         Insurdata agrees to indemnify, defend and hold harmless UICI and the
         Eligible Recipients and their respective officers, directors,
         employees, agents, Affiliates, successors and assigns from any and all
         Losses and threatened Losses due to third party claims arising from or
         in connection with any of the following:

         (a)      Insurdata's breach of any of its representations and
                  warranties set forth in this Agreement, or arising out of
                  Insurdata's failure to observe or perform any of its
                  covenants, duties or obligations to be observed or performed
                  pursuant to this Agreement after the Effective Date;

         (b)      Insurdata's breach of its material obligations with respect to
                  UICI Proprietary Information;

         (c)      Occurrences that Insurdata is required to insure against
                  pursuant to Section 16.1, to the extent of Insurdata's actual
                  coverage under its insurance policies, or in the event
                  Insurdata fails to obtain the applicable insurance policy
                  pursuant to Section 16.1, to the extent of the coverage
                  required therein; provided, however, that this provision shall
                  not limit UICI's right to indemnity under any other provision
                  of this Article 17;



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<PAGE>


         (d)      Infringement or alleged infringement of a patent, trade
                  secret, copyright or other proprietary rights conferred by
                  contract, common law or by the law of the U.S. or any state
                  therein in contravention of Insurdata's representations and
                  warranties in Section 15.5 provided that Insurdata shall have
                  no obligation with respect to any Losses to the extent the
                  same arises out of or in connection with UICI's modification
                  or misuse of Equipment, systems, programs or products, or
                  UICI's combination, operation or use with devices, data,
                  Equipment, systems, programs or products not furnished by
                  Insurdata or its subcontractors or agents; provided, further,
                  that if such a claim is made or appears likely to be made,
                  UICI agrees to permit Insurdata to obtain the right for UICI
                  to continue to use such Equipment, system, program or product,
                  or to modify it or replace it with one that is at least
                  functionally equivalent;

         (e)      Claims by government regulators or agencies for fines,
                  penalties, sanctions or other remedies arising from or in
                  connection with Insurdata's failure to perform its
                  responsibilities under this Agreement to the extent such
                  fines, penalties, sanctions or other remedies related to such
                  failure were caused by Insurdata and not by UICI or at UICI's
                  direction and to the extent that UICI provides to Insurdata
                  notice of the basis of the same;

         (f)      Taxes assessed against UICI, together with interest and
                  penalties, that are the responsibility of Insurdata under
                  Section 11.3; and

         (g)      Products, services or systems provided by Insurdata or its
                  Subcontractors or authorized distributors directly to a third
                  party, unless or to the extent such claim arises from the acts
                  or omissions of UICI, or from the UICI Owned Software.

17.2     Indemnity by UICI

         UICI agrees to indemnify, defend and hold harmless Insurdata and its
         officers, directors, employees, agents, Affiliates, successors and
         assigns from any Losses and threatened Losses due to third party claims
         arising from or in connection with any of the following:

         (a)      UICI's breach of any of its representations and warranties set
                  forth in this Agreement, or arising out of UICI's failure to
                  observe or perform any of its covenants, duties or obligations
                  to be observed or performed pursuant to this Agreement after
                  the Effective Date;

         (b)      UICI's breach of its material obligations with respect to
                  Insurdata's Proprietary Information;

         (c)      Infringement or alleged infringement of a patent, trade
                  secret, copyright or other proprietary rights conferred by
                  contract, common law or by the law of the U.S. or any state
                  therein in contravention of UICI's representations and
                  warranties in Section 15.5 provided that UICI shall have no
                  obligation with respect to any Losses to the extent the same
                  arises out of or in connection with Insurdata's modification
                  or misuse of Equipment, systems, programs or products, or
                  Insurdata's combination, operation or use with devices, data,
                  Equipment, systems, programs or products not furnished by UICI
                  or its subcontractors or agents; provided, further, that if
                  such a claim is made or appears likely to be made, Insurdata
                  agrees to permit UICI to obtain the right for Insurdata to
                  continue to use such Equipment, system, program or product, or
                  to modify it or replace it with one that is at least
                  functionally equivalent;

         (d)      Taxes assessed against Insurdata or its agents, together with
                  interest and penalties, that are the responsibility of UICI
                  under Section 11.3;


         (e)      Products, services or systems provided by UICI or any Eligible
                  Recipient to a third party; and



                                       37


<PAGE>


         (f)      Claims by government regulators or agencies for fines,
                  penalties, sanctions or other remedies arising from or in
                  connection with UICI's failure to perform its responsibilities
                  under this Agreement to the extent such fines, penalties,
                  sanctions or other remedies related to such failure were
                  caused by UICI and not by Insurdata or at Insurdata's
                  direction.

17.3     Additional Indemnities

         Insurdata and UICI each agree to indemnify, defend and hold harmless
         the other, and the Eligible Recipients and their respective Affiliates,
         officers, directors, employees, agents, successors and assigns, from
         any and all Losses and threatened Losses to the extent they arise from
         or in connection with any of the following: (a) the death or bodily
         injury of any agent, employee, customer, business invitee, business
         visitor or other person caused by the negligence or other tortious
         conduct of the indemnitor; (b) the damage, loss or destruction of any
         real or tangible personal property caused by the negligence or other
         tortious conduct of the indemnitor; and (c) any claim, demand, charge,
         action, cause of action or other proceeding asserted against the
         indemnitee but resulting from an act or omission of the indemnitor in
         its capacity as an employer or potential employer of a person.

17.4     Infringement

         (a)      If any item used by Insurdata to provide the Services becomes
                  the subject of an infringement or misappropriation claim or
                  proceeding, Insurdata shall, unless such item was provided by
                  UICI or an Eligible Recipient or was used at the request of
                  either UICI or an Eligible Recipient, promptly take one of the
                  following actions at no additional charge to UICI: (i) secure
                  the right to continue using the item; or (ii) replace or
                  modify the item to make it non-infringing, provided that any
                  such replacement or modification will not materially degrade
                  the performance or quality of the affected component of the
                  Services. If alternatives (i) and (ii) are not feasible,
                  Insurdata shall remove the item from the Services and
                  equitably adjust the Charges, if appropriate, to reflect such
                  removal.

         (b)      If any item provided by UICI to Insurdata in its provision of
                  the Services becomes, or in UICI's reasonable opinion is
                  likely to become, the subject of an infringement or
                  misappropriation claim or proceeding, UICI shall promptly take
                  one of the following actions at no charge to Insurdata: (i)
                  secure the right to continue using the item; or (ii) replace
                  or modify the item to make it non-infringing, provided that
                  any such replacement or modification will not materially
                  degrade the performance or quality of the affected component
                  of the Services. As part of the Services, Insurdata will
                  cooperate with and assist UICI in taking such action.

17.5     Indemnification Procedures

         With respect to third party claims (other than those covered by Section
         17.1(e) and 17.2(f), the following procedures shall apply:

         (a)      Notice.  Promptly after receipt by any entity entitled to
                  indemnification (under Sections 17.1 through 17.3) of notice
                  of the commencement or threatened commencement of any civil,
                  criminal, administrative or investigative action or proceeding
                  involving a claim in respect of which the indemnitee will seek
                  indemnification pursuant to any such Section, the indemnitee
                  shall notify the indemnitor of such claim in writing. No delay
                  or failure to so notify an indemnitor shall relieve it of its
                  obligations under this Agreement except to the extent that
                  such indemnitor has been harmed by such delay or failure.
                  Within fifteen (15) days following receipt of written notice
                  from the indemnitee relating to any claim, but no later than
                  five (5) days before the date on which any response to a
                  complaint or summons is due, the indemnitor shall notify the
                  indemnitee in writing that the indemnitor elects to assume
                  control of the defense and settlement of that claim (a "Notice
                  of Election").


         (b)      Procedure Following Notice of Election. If the indemnitor
                  delivers a Notice of Election within the required notice
                  period, the indemnitor shall assume sole control over the
                  defense and settlement of the claim; provided, however, that
                  (i) the indemnitor shall keep the indemnitee fully apprised at



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<PAGE>



                  all times as to the status of the defense, and (ii) the
                  indemnitor shall obtain the prior written approval of the
                  indemnitee before entering into any settlement of such claim
                  imposing any obligations or restrictions on the indemnitee or
                  ceasing to defend against such claim. The indemnitor shall not
                  be liable for any legal fees or expenses incurred by the
                  indemnitee following the delivery of a Notice of Election;
                  provided, however, that (i) the indemnitee shall be entitled
                  to employ counsel at its own expense to participate in the
                  handling of the claim, and (ii) the indemnitor shall pay the
                  fees and expenses associated with such counsel if, in the
                  reasonable judgment of the indemnitee, based on an opinion of
                  counsel, there is a conflict of interest with respect to such
                  claim. The indemnitor shall not be obligated to indemnify the
                  indemnitee for any amount paid or payable by such indemnitee
                  in the settlement of any claim if (x) the indemnitor has
                  delivered a timely Notice of Election and such amount was
                  agreed to without the written consent of the indemnitor, (y)
                  the indemnitee has not provided the indemnitor with notice of
                  such claim and a reasonable opportunity to respond thereto, or
                  (z) the time period within which to deliver a Notice of
                  Election has not yet expired.

         (c)      Procedure Where No Notice of Election Is Delivered. If the
                  indemnitor does not deliver a Notice of Election relating to
                  any claim within the required notice period, the indemnitee
                  shall have the right to defend the claim in such manner as it
                  may deem appropriate, at the reasonable cost and expense of
                  the indemnitor. The indemnitor shall promptly reimburse the
                  indemnitee for all such reasonable costs and expenses.

17.6     Indemnification Procedures -- Governmental Claims

         With respect to claims covered by Section 17.1(e) or Section 17.2(f),
         the following procedures shall apply:

         (1)      Notice. Promptly after receipt by the indemnitee of notice of
                  the commencement or threatened commencement of any action or
                  proceeding involving a claim in respect of which the
                  indemnitee will seek indemnification pursuant to Section
                  17.1(e) or Section 17.2(f), the indemnitee shall notify the
                  indemnitor of such claim in writing. No delay or failure to so
                  notify the indemnitor shall relieve the indemnitor of its
                  obligations under this Agreement except to the extent that the
                  indemnitor has been harmed by such delay or failure.

         (2)      Procedure for Defense. The indemnitee shall be entitled to
                  have sole control over the defense and settlement of such
                  claim; provided, however, that the indemnitee shall obtain the
                  prior approval of the indemnitor before entering into any
                  settlement of such claim involving the payment of moneys for
                  which the indemnitor will ultimately be financially
                  responsible under Section 17.1(e) or Section 17.2(f).

17.7     Subrogation

         In the event that an indemnitor shall be obligated to indemnify an
         indemnitee pursuant to Sections 17.1 through 17.3 or any other
         provision of this Agreement, the indemnitor shall, upon payment of such
         indemnity in full, be subrogated to all rights of the indemnitee with
         respect to the claims to which such indemnification relates.

18.      LIABILITY

18.1     General Intent

         Subject to the specific provisions of this Article 18, it is the intent
         of the Parties that each Party shall be liable to the other Party for
         any actual damages incurred by the non-breaching Party as a result of
         the breaching Party's failure to perform its obligations in the manner
         required by this Agreement.




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<PAGE>


18.2     Force Majeure

         (a)      Subject to Section 18.2(d), no Party shall be liable for any
                  default or delay in the performance of its obligations under
                  this Agreement if and to the extent such default or delay is
                  caused, directly or indirectly, by fire, flood, earthquake,
                  elements of nature or acts of God, wars, riots, civil
                  disorders, rebellions or revolutions, failure of
                  telecommunications carriers, strikes or lockouts or labor
                  disputes by third parties, or any other similar cause beyond
                  the reasonable control of such Party (each a "Force Majeure");
                  provided that the non-performing Party cannot reasonably
                  circumvent the delay through the use of commercially
                  reasonable alternate sources, workaround plans or other means.
                  A labor dispute involving a Party (or, in the case of
                  Insurdata, a Subcontractor) and its own personnel shall not
                  excuse such Party from its obligations hereunder.

         (b)      In such event the non-performing Party shall be excused from
                  further performance or observance of the obligation(s) so
                  affected for as long as such circumstances prevail and such
                  Party continues to use commercially reasonable efforts to
                  recommence performance or observance whenever and to whatever
                  extent possible without delay. Any Party so prevented,
                  hindered or delayed in its performance shall immediately
                  notify the Party to whom performance is due by telephone (to
                  be confirmed in writing within five (5) days of the inception
                  of such delay) and describe at a reasonable level of detail
                  the circumstances of such Force Majeure event.

         (c)      If any event described in Section 18.2(a) substantially
                  prevents, hinders or delays the performance by Insurdata or
                  one of its Subcontractors of Services associated with critical
                  UICI functions (i.e., functions the non-performance of which
                  would have an adverse effect on the conduct of UICI's
                  business) UICI may procure such Services from an alternate
                  source, and Insurdata shall be liable for payment for such
                  services from the alternate source for so long as the delay in
                  performance shall continue, up to the maximum amount of the
                  charges, if any, actually paid to Insurdata for the specific
                  portion of the Services which have been prevented, hindered or
                  delayed with respect to the period of non-performance. In
                  addition, if any event described in Section 18.2(a)
                  substantially prevents, hinders or delays the performance by
                  Insurdata or one of its Subcontractors of Services associated
                  with critical UICI functions for more than one hundred and
                  eighty (180) days, UICI, at its option, may terminate any
                  portion of this Agreement so affected without payment of
                  Termination Charges and UICI will pay Insurdata any reasonable
                  Out-of-Pocket Expenses associated with ramp-down transition
                  costs.

         (d)      Upon the occurrence of a Force Majeure event, Insurdata shall,
                  to the extent possible, implement promptly, as appropriate,
                  its disaster recovery plan and provide disaster recovery
                  services therewith, in each case as described in the Policy
                  and Procedures Manual. The occurrence of a Force Majeure event
                  shall not relieve Insurdata of its obligation to implement its
                  disaster recovery plan and provide disaster recovery services.

         (e)      Except as stated in Section 18.2(c), nothing in this Section
                  shall limit or otherwise relieve UICI's obligation to pay any
                  moneys due Insurdata under the terms of this Agreement;
                  provided that if Insurdata fails to provide Services in
                  accordance with this Agreement due to the occurrence of a
                  Force Majeure event, all amounts payable to Insurdata
                  hereunder shall be equitably adjusted in a manner such that
                  UICI is not required to pay any amounts for Services that it
                  is not receiving.

         (f)      Without limiting Insurdata's obligations under this Agreement,
                  whenever a Force Majeure event causes Insurdata to allocate
                  limited resources between or among Insurdata's customers and
                  Affiliates, UICI shall be treated at least as favorably as
                  other similarly situated customers expending comparable
                  amounts on an annual basis for the same or substantially
                  similar services.

18.3     Limitation of Liability

         (a)      NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
                  INCIDENTAL, COLLATERAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR
                  SPECIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THE




                                       40


<PAGE>

                  FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF SUCH
                  PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
                  This Section 18.3(a) shall not limit Insurdata's right to
                  recover any amounts becoming due for Services provided under
                  the Agreement.

         (b)      Except as provided below, the total aggregate liability of
                  either Party for claims asserted by the other Party under or
                  in connection with this Agreement, regardless of the form of
                  the action or the theory of recovery, shall be limited, in
                  aggregate to an amount equal to the total payments received by
                  Insurdata pursuant to this Agreement and/or the Existing
                  Agreements for one year prior to the month in which the first
                  event giving rise to the liability occurred.

         (c)      The limitations of liability set forth in Section 18.3(b)
                  shall not apply with respect to (i) any obligation or failure
                  by UICI to pay any amounts due or past due and owing to
                  Insurdata pursuant to the terms of the Agreement; (ii) Losses
                  by either Party for bodily injury or damage to real property
                  or tangible personal property; and (iii) either Party's
                  obligation to indemnify the other Party as provided in
                  Sections 17.1(b), 17.1(d), 17.1(f), 17.1(g), 17.2(b), 17.2(c)
                  and 17.2(d).

         (d)      Failure by a Party to pay valid and accurate charges due and
                  payable hereunder will not be counted toward the liability
                  cap.

         (e)      The following shall be considered direct damages and neither
                  Party shall assert that they are indirect, incidental,
                  collateral, consequential or special damages or lost profits
                  to the extent they result directly from either Party's failure
                  to perform in accordance with this Agreement:

                  (1)      Costs and expenses of recreating or reloading any
                           lost, stolen or damaged UICI data;

                  (2)      Costs and expenses of implementing a workaround in
                           respect of a failure to provide the Services or any
                           part thereof;

                  (3)      Costs and expenses of replacing lost, stolen or
                           damaged Equipment, Software and Materials;

                  (4)      Costs and expenses incurred to procure the Services
                           from an alternate source, to the extent in excess of
                           Insurdata's charges under this Agreement;

                  (5)      Straight time, overtime or related expenses incurred
                           by either Party, including overhead allocations for
                           employees, wages and salaries of additional
                           employees, travel expenses, overtime expenses,
                           telecommunication charges and similar charges, due to
                           failure of Insurdata to provide all or a portion of
                           the Services incurred in connection with (1) through
                           (4) above; and

                  (6)      Payments or penalties imposed by a governmental body
                           or regulatory agency for failure to comply with
                           requirements or deadlines.

                  The provisions of this Section 18.3(e) are included solely for
                  the purpose of defining certain direct damages, and shall not
                  be deemed or construed as creating any liability for such
                  damages to the extent a Party may not be expressly liable for
                  such damages under the other terms and provisions of this
                  Agreement.

19.      CONTRACT GOVERNANCE AND DISPUTE RESOLUTION

19.1     Informal Dispute Resolution

         Prior to the initiation of formal dispute resolution procedures, the
         Parties shall first attempt to resolve their dispute informally, as
         follows:




                                       41


<PAGE>


         (a)      The Parties agree that the UICI Contract Executive and the
                  Insurdata Project Executive will attempt in good faith to
                  resolve all disputes. In the event the UICI Contract Executive
                  and the Insurdata Project Executive are unable to resolve a
                  dispute in an amount of time that either Party deems
                  reasonable under the circumstances, such Party may refer the
                  dispute for resolution to the senior managers specified in
                  Section 19.1(b) below upon written notice to the other Party.

         (b)      Within five (5) business days of a notice under Section
                  19.1(a) above referring a dispute for resolution by senior
                  managers, the UICI Contract Executive and the Insurdata
                  Project Executive will each prepare and provide to the
                  Insurdata Vice President of Client Services and the UICI Chief
                  Information Officer or their designate, respectively,
                  summaries of the relevant information and background of the
                  dispute, along with any appropriate supporting documentation,
                  for their review. The designated representatives will confer
                  as often as they deem reasonably necessary in order to gather
                  and furnish to the other all information with respect to the
                  matter in issue which the parties believe to be appropriate
                  and germane in connection with its resolution. The
                  representatives shall discuss the problem and negotiate in
                  good faith in an effort to resolve the dispute without the
                  necessity of any formal proceeding. The specific format for
                  the discussions will be left to the discretion of the
                  designated representatives, but may include the preparation of
                  agreed-upon statements of fact or written statements of
                  position.

         (c)      During the course of negotiations under Section 19.1(a) or
                  19.1(b) above, all reasonable requests made by one Party to
                  another for non-privileged information, reasonably related to
                  the dispute, will be honored so each of the parties may be
                  fully advised of the other's position.

         (d)      Formal proceedings for the resolution of a dispute pursuant to
                  Section 19.2 may not be commenced until the earlier of:

                  (1)      the senior managers under Section 19.1(b) above
                           concluding in good faith that amicable resolution
                           through continued negotiation of the matter does not
                           appear likely; and

                  (2)      fifteen (15) days after the notice under Section
                           19.1(a) above referring the dispute to senior
                           managers.

                  This provision will not be construed to prevent a Party from
                  instituting, and a Party is authorized to institute, formal
                  proceedings earlier (i) to avoid the expiration of any
                  applicable limitations period, or (ii) to preserve a superior
                  position with respect to other creditors.

19.2     Binding Arbitration

         If the Parties are unable to reach agreement on any dispute that arises
         between the Parties relating to this Agreement within the time period
         required in Section 19.1(d) above (the "Dispute Date"), then within ten
         (10) days after the Dispute Date, each of the Parties shall each
         simultaneously submit to each other in a sealed envelope its good faith
         proposal to resolve the dispute.

         If neither Party accepts the other Party's proposed solution for the
         dispute as included in the sealed envelope within ten (10) days after
         receipt of such proposal, the Parties shall submit the dispute to
         binding arbitration to be conducted by an arbitrator selected by mutual
         consent of the Parties, or if the Parties are unable to agree, then by
         the American Arbitration Association. The arbitrator shall conduct an
         arbitration in accordance with the rules of the American Arbitration
         Association in Dallas, Texas, and shall select one of the two good
         faith proposals to resolve the dispute. The decision of the arbitrator
         as to such resolution shall be submitted in writing to, and be final
         and binding on, the Parties. The cost of the arbitration shall be borne
         in its entirety by the non-prevailing Party.



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19.3     Intentionally Omitted

19.4     Continued Performance

         Each Party agrees that it shall, unless otherwise directed by the other
         Party, continue performing its obligations under this Agreement
         (including payment by UICI for the Services and providing all Services
         and Transfer Assistance Services) while any dispute is being resolved
         unless and until the Term ends.

19.5     Governing Law

         This Agreement and performance under it shall be governed by and
         construed in accordance with the applicable laws of the State of Texas,
         without giving effect to the principles thereof relating to conflicts
         of laws.

19.6     Expiration of Claims

         No claims may be asserted by either Party more than two (2) years after
         the later of (i) the date UICI received the invoice containing the
         disputed Charge(s) or amount(s), (ii) the date on which the act or
         omission giving rise to the claim occurred, or (iii) the date on which
         such act or omission was or should have been discovered. Failure to
         make such a claim within such two-year period shall forever bar the
         claim.

20.      TERMINATION

20.1     Termination for Cause

         (a)      If Insurdata:

                  (1)      commits a material breach of this Agreement, which
                           breach is not cured within thirty (30) days after
                           written notice of the breach from UICI, unless such
                           breach cannot be reasonably cured in such 30 day
                           period, in which case UICI shall not have the right
                           to terminate if Insurdata promptly proceeds within
                           such 30 day period to commence curing the breach and
                           thereafter provides a reasonable workaround, or
                           functionally cures the breach, within 60 days from
                           receipt of the cure notice (or such longer period as
                           may be reasonably necessary when the breach is of a
                           type or nature that cannot be cured within the 60 day
                           period); or

                  (2)      commits numerous breaches of its duties or
                           obligations which collectively constitute a material
                           breach of this Agreement, which breaches are not
                           cured within thirty (30) days after written notice of
                           the breaches from UICI, unless such breaches cannot
                           be reasonably cured in such 30 day period, in which
                           case UICI shall not have the right to terminate if
                           Insurdata promptly proceeds within such 30 day period
                           to commence curing the breach and thereafter provides
                           a reasonable workaround, or functionally cures the
                           breach, within 60 days from receipt of the cure
                           notice (or such longer period as may be reasonably
                           necessary when the breach is of a type or nature that
                           cannot be cured within the 60 day period);

                           then UICI may, by giving written notice to Insurdata,
                           terminate the Term with respect to all of the
                           Services, as of a date specified in the notice of
                           termination.

         (b)      If UICI commits a material breach of this Agreement (except
                  for material breaches caused by UICI's failure to make
                  undisputed payments as set forth in Section 20.1(c) below),
                  which breach is not cured within thirty (30) days after
                  written notice of the breach from Insurdata, unless such
                  breach cannot be reasonably cured in such 30 day period, in
                  which case Insurdata shall not have the right to terminate if
                  UICI promptly proceeds within such 30 day period to commence
                  curing the breach and thereafter provides a reasonable
                  workaround, or functionally cures the breach, within 60 days



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<PAGE>

                  from receipt of the cure notice (or such longer period as may
                  be reasonably necessary when the breach is of a type or nature
                  that cannot be cured within the 60 day period); then Insurdata
                  may, by giving written notice to UICI, terminate the Term with
                  respect to all of the Services, as of a date specified in the
                  notice of termination.

         (c)      If UICI commits a material breach of this Agreement by failing
                  to make an undisputed payment to Insurdata which is due and
                  payable hereunder, which breach is not cured within thirty
                  (30) days after such payment becomes due and payable, then
                  Insurdata may, by giving written notice to UICI, terminate the
                  Term with respect to all of the Services, as of a date
                  specified in the notice of termination.

20.2     Critical Services

         Without limiting UICI's rights under Section 20.1, if Insurdata commits
         a material breach which has a significant impact on UICI's ability to
         perform a material function required by UICI's business, and Insurdata
         is unable to provide a reasonable workaround or functionally cure such
         breach within three (3) UICI business days, or such longer period if
         such breach requires disaster recovery services as soon as such
         services are available, UICI may, in addition to its other remedies at
         law and in equity, obtain from a third party or provide for itself such
         services which will allow UICI to conduct UICI's business until
         Insurdata has cured the breach or this Agreement is terminated. To the
         extent UICI continues to pay the Charges to Insurdata which cover the
         same portion of the Services as are being provided by the third party
         during the period of breach, Insurdata shall reimburse UICI for all
         costs and expenses of obtaining or providing such services for up to
         one hundred eighty (180) days. The express inclusion of this remedy in
         this Section 20.2 does not limit UICI's right to use a similar remedy
         for other breaches by Insurdata of this Agreement.

20.3     Termination for Convenience

         Either Party may terminate the Agreement for convenience and without
         cause at any time by giving the other Party at least one hundred eighty
         (180) days' prior written notice designating the termination date. In
         the event that a purported termination for cause by UICI under Section
         20.1 is determined by a competent authority not to be properly a
         termination for cause, then such termination by UICI shall be deemed to
         be a termination for convenience under this Section 20.3.

20.4     UICI's Right to Extend the Termination Date

         Except in the case of a valid termination for cause by Insurdata
         (unless UICI agrees to pay for Services provided by or for Insurdata in
         advance and cures any payment default that causes such termination),
         UICI may elect, upon sixty (60) days' prior written notice, to extend
         the effective date of any expiration/termination or Transfer Assistance
         one time, at its sole discretion, provided that the total of such
         extension will not exceed one hundred and eighty (180) days following
         the originally specified effective termination date without Insurdata's
         prior written consent. For any notice or notices of such extensions
         provided to Insurdata within thirty (30) days prior to the actual date
         of termination, UICI shall reimburse Insurdata for additional expenses
         reasonably incurred by Insurdata as a result thereof.

20.5     Termination upon Insurdata Change of Control

         In the event of a Change in Control of HealthAxis (or other surviving
         entity), UICI may terminate this Agreement by giving Insurdata notice
         of the termination at least 90 days prior to the termination date
         specified in the notice. For the purposes of this Agreement, a "Change
         in Control" means a change in the legal, beneficial or equitable
         ownership, directly or indirectly, of 50% or more of the aggregate of
         all voting equity interests in an Entity or other equity interests
         having the right to 50% or more of the profits of an Entity or, in the
         event of dissolution, to 50% or more of the assets of an Entity; and,
         in the case of a general partnership, also includes the holding by an
         Entity (or one of its Affiliates) of the position of sole general
         partner; and in the case of a corporation, also includes a material
         change in the composition of the board of directors of an Entity;
         provided, however, that a Change in Control of Insurdata shall not be
         deemed to have occurred upon (a) the merger of HealthAxis and Insurdata
         in accordance with the terms of the Merger Agreement and/or (b) upon
         the subsequent merger of HealthAxis with and into Provident American
         Corporation.



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20.6     Equitable Remedies

         Insurdata acknowledges that, in the event it breaches (or attempts or
         threatens to breach) its obligation to provide UICI Transfer Assistance
         Services as provided in Section 4.2, UICI will be irreparably harmed.
         In such a circumstance, UICI may proceed directly to court solely for
         the purpose of seeking any equitable remedy available to UICI in such a
         circumstance. In such event, Insurdata agrees that it will not utilize
         as a defense that UICI did not suffer harm due to Insurdata's breach of
         its obligations to provide UICI with Transfer Assistance Services.

21.      GENERAL

         21.1     Binding Nature and Assignment

         (a)      Binding  Nature. This Agreement will be binding on the Parties
                  and their  respective successors and permitted assigns.

         (b)      Assignment. Neither Party may, or will have the power to,
                  assign this Agreement (it being understood that the merger of
                  Insurdata and HealthAxis, and the subsequent merger of
                  HealthAxis and Provident American Corporation shall not be
                  deemed to be an assignment hereof) without the prior written
                  consent of the other, except in the following circumstances:

                  (1)      Either Party may assign its rights and obligations
                           under this Agreement, without the approval of the
                           other Party, to an Affiliate which expressly assumes
                           such Party's obligations and responsibilities
                           hereunder and is not a direct competitor of the other
                           Party; provided that the assigning Party shall remain
                           fully liable for and shall not be relieved from the
                           full performance of all obligations under this
                           Agreement. Any Party assigning its rights or
                           obligations to an Affiliate in accordance with this
                           Agreement shall, within three (3) business days after
                           such assignment, provide written notice thereof to
                           the other Party together with a copy of the
                           assignment document.

                  (2)      Either Party may assign its rights and obligations
                           under this Agreement to an Entity acquiring, directly
                           or indirectly, Control of such Party, an Entity into
                           which such Party is merged or an Entity acquiring all
                           or substantially all of such Party's assets, without
                           the approval of the other Party. The acquirer or
                           surviving Entity shall agree in writing to be bound
                           by the terms and conditions of this Agreement. Any
                           Entity receiving the Services shall show evidence
                           that it can satisfy its obligations under the
                           Agreement.

         (c)      Impermissible Assignment. Any attempted assignment that does
                  not comply with the terms of this Section shall be null and
                  void.

21.2     Entire Agreement; Amendment

         This Agreement, including any Schedules and Exhibits referred to herein
         and attached hereto, each of which is incorporated herein for all
         purposes, constitutes the entire agreement between the Parties with
         respect to the subject matter hereof. There are no agreements,
         representations, warranties, promises, covenants, commitments or
         undertakings other than those expressly set forth herein. This
         Agreement supercedes all prior agreements, representations, warranties,
         promises, covenants, commitments or undertakings, whether written or
         oral, with respect to the subject matter contained in this Agreement,
         including, without limitation, the Existing Agreements. No amendment,
         modification, change, waiver or discharge hereof shall be valid unless
         in writing and signed by an authorized representative of the Party
         against which such amendment, modification, change, waiver or discharge
         is sought to be enforced. Notwithstanding anything herein to the
         contrary, this Agreement shall not be deemed or construed as
         superceding or replacing the Excluded Agreements or any existing
         agreements between UICI and/or any Eligible Recipient and HealthAxis.



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21.3     Compliance with Laws and Regulations

         (a)      Insurdata shall perform its obligations in a manner that
                  complies with applicable Laws, including without limitation
                  identifying and procuring required permits, certificates,
                  approvals and inspections. If a charge of non-compliance by
                  Insurdata with any such Laws occurs, Insurdata shall promptly
                  notify UICI of such charges in writing.

         (b)      UICI shall perform its obligations under this Agreement in a
                  manner that complies with applicable Laws, including without
                  limitation identifying and procuring required permits,
                  certificates, approvals and inspections. If a charge of
                  non-compliance by UICI with any such Laws occurs, UICI shall
                  promptly notify Insurdata of such charges in writing.

21.4     Notices

         All notices, requests, demands and determinations under this Agreement
         (other than routine operational communications) shall be in writing and
         shall be deemed duly given (i) when delivered by hand, (ii) one (1) day
         after being given to an express courier with a reliable system for
         tracking delivery, (iii) when sent by confirmed facsimile with a copy
         sent by another means specified in this Section 21.4, or (iv) six (6)
         days after the day of mailing, when mailed by registered or certified
         mail, return receipt requested, postage prepaid and addressed as
         follows:

                  In the case of UICI:

                  UICI
                  4001 McEwen
                  Suite 200
                  Dallas, Texas 75244
                  Attention: Chief Information Officer

                  With a copy to:

                  Mayer, Brown & Platt
                  190 South LaSalle Street
                  Chicago, Illinois 60603
                  Attention:  Michael E. Bieniek, Esq.
                  Telephone No.: (312) 701-7377
                  Telecopy No.:  (312) 706-8107

                  In the case of Insurdata:

                  Insurdata Incorporated (HealthAxis.com, Inc. following closing
                   of the Merger Agreement)
                  5215 N. O'Connor Blvd.
                  Suite 800
                  Irving, Texas 75039
                  Attention:  Vice President of Client Services




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<PAGE>


                  With a copy to:

                  Insurdata Incorporated (HealthAxis.com, Inc. following closing
                   of the Merger Agreement)
                  5215 N. O'Connor Blvd.
                  Suite 800
                  Irving, Texas 75039
                  Attention:  Vice President of Finance & Admin.

         A Party may from time to time change its address or designee for
         notification purposes by giving the other Party prior written notice of
         the new address or designee and the date upon which the change will
         become effective.

21.5     Counterparts

         This Agreement may be executed in several counterparts, all of which
         taken together shall constitute one single agreement between the
         Parties hereto.

21.6     Headings

         The article and section headings and the table of contents used herein
         are for reference and convenience only and shall not be considered in
         the interpretation of this Agreement.

21.7     Relationship of Parties

         Insurdata, in furnishing services to UICI hereunder, is acting as an
         independent contractor, and Insurdata has the sole obligation to
         supervise, manage, contract, direct, procure, perform or cause to be
         performed all work to be performed by Insurdata under this Agreement.
         Insurdata is not an agent of UICI and has no right, power or authority,
         expressly or impliedly, to represent or bind UICI as to any matters,
         except as expressly authorized in this Agreement.

21.8     Severability

         In the event that any provision of this Agreement conflicts with the
         law under which this Agreement is to be construed or if any such
         provision is held invalid or unenforceable by a court with jurisdiction
         over the Parties, such provision shall be deemed to be restated to
         reflect as nearly as possible the original intentions of the Parties in
         accordance with applicable law. The remaining provisions of this
         Agreement and the application of the challenged provision to persons or
         circumstances other than those as to which it is invalid or
         unenforceable shall not be affected thereby, and each such provision
         shall be valid and enforceable to the full extent permitted by law.

21.9     Consents and Approval

         Except where expressly provided as being in the sole discretion of a
         Party, where agreement, approval, acceptance, consent, confirmation,
         notice or similar action by either Party is required under this
         Agreement, such action shall not be unreasonably delayed or withheld.
         For purposes of this Section 21.9, unreasonably delayed shall not be
         longer than seven (7) days unless otherwise agreed by the Parties. An
         approval or consent given by a Party under this Agreement shall not
         relieve the other Party from responsibility for complying with the
         requirements of this Agreement, nor shall it be construed as a waiver
         of any rights under this Agreement, except as and to the extent
         otherwise expressly provided in such approval or consent.


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21.10    Waiver of Default; Cumulative Remedies

         (a)      A delay or omission by either Party hereto to exercise any
                  right or power under this Agreement shall not be construed to
                  be a waiver thereof. A waiver by either of the Parties hereto
                  of any of the covenants to be performed by the other or any
                  breach thereof shall not be construed to be a waiver of any
                  succeeding breach thereof or of any other covenant herein
                  contained. All waivers must be in writing and signed by the
                  Party waiving its rights.

         (b)      Except as otherwise expressly provided herein, all remedies
                  provided for in this Agreement shall be cumulative and in
                  addition to and not in lieu of any other remedies available to
                  either Party at law, in equity or otherwise.

21.11    Survival

         Any provision of this Agreement which contemplates performance or
         observance subsequent to any termination or expiration of this
         Agreement shall survive any termination or expiration of this Agreement
         and continue in full force and effect. Additionally, all provisions of
         this Agreement will survive the expiration or termination of this
         Agreement to the fullest extent necessary to give the Parties the full
         benefit of the bargain expressed herein.

21.12    Publicity

         Neither Party shall use the other Party's name or mark or refer to the
         other Party directly or indirectly in any media release, public
         announcement or public disclosure relating to this Agreement, without
         the prior written consent of the other Party to each such use or
         reference. Notwithstanding the foregoing, Insurdata may list UICI as a
         customer and describe in general terms the Services in proposals and
         other marketing materials, and may also list this Agreement and its
         relationship with UICI in any public filings when required by law or in
         accordance with customary or recommended practice.

21.13    Service Marks

         Each Party agrees that it shall not, without the other Party's prior
         written consent, use any of the names, service marks or trademarks of
         each other or the Eligible Recipients or Affiliates in any of its
         advertising or marketing materials.

21.14    Export

         The Parties acknowledge that certain Software and technical data to be
         provided hereunder and certain transactions hereunder may be subject to
         export controls under the laws and regulations of the United States and
         other countries. No Party shall export or re-export any such items or
         any direct product thereof or undertake any transaction in violation of
         any such laws or regulations. To the extent within Insurdata's control,
         Insurdata shall be responsible for, and shall coordinate and oversee,
         compliance with such export laws in respect of such items exported or
         imported hereunder.

21.15    Third Party Beneficiaries

         Except as expressly provided herein, this Agreement is entered into
         solely between, and may be enforced only by, UICI and Insurdata. This
         Agreement shall not be deemed to create any rights or causes of action
         in or on behalf of any third parties, including without limitation
         employees, vendors and customers of a Party, or to create any
         obligations of a Party to any such third parties.

21.16    Order of Precedence

         In the event of a conflict, this Agreement shall take precedence over
         the Schedules attached hereto, and the Schedules shall take precedence
         over any attached Exhibits.



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21.17    Further Assurances

         Each Party covenants and agrees that, subsequent to the execution and
         delivery of this Agreement and without any additional consideration,
         each Party shall execute and deliver any further legal instruments and
         perform any acts that are or may become necessary to effectuate the
         purposes of this Agreement.

21.18    Liens

         Insurdata will not file, or by its sole action or inaction
         intentionally permit, any mechanics' or materialmen's liens to be filed
         on or against property or realty of UICI or any Eligible Recipient. In
         the event that any such liens arise as a result of Insurdata's action
         or inaction, Insurdata will take commercially reasonable efforts to
         remove such liens at its sole cost and expense.

21.19    Covenant of Good Faith

         Each Party agrees that, in its respective dealings with the other Party
         under or in connection with this Agreement, it shall act in good faith.

21.20    Acknowledgment

         The Parties each acknowledge that the terms and conditions of this
         Agreement have been the subject of active and complete negotiations,
         and that such terms and conditions should not be construed in favor of
         or against any Party by reason of the extent to which any Party or its
         professional advisors participated in the preparation of this
         Agreement.

21.21    Related Entities

         UICI shall cause Eligible Recipients and any divested entities to whom
         Insurdata provides or has provided the Services to perform and comply
         with provisions of confidentiality, representations and warranties,
         limitation of liabilities and other responsibilities of UICI that may
         be applicable.

21.22    Remarketing

         UICI may not remarket all or any portion of the Services provided under
         the Agreement, or make all or any portion of the Services available to
         any Entity other than the Eligible Recipients, without the prior
         written consent of Insurdata.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized representatives as of the Effective
Date.

UICI                                                INSURDATA INCORPORATED



By: ________________________                        By: ________________________
Title:                                              Title:
Date:                                               Date:




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