Untitled Document


Exhibit 10.1


THIS NOTE HAS
NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION IN RELIANCE UPON AN
EXEMPTION FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933,  AS AMENDED (THE “SECURITIES
ACT”), AND HAS NOT QUALIFIED UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS,
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION
FROM, OR IN A TRANSACTION  NOT SUBJECT TO, THE  REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


RENEWAL
PROMISSORY NOTE


	$1,645,556.47	 	North
      Richland Hills, Texas	 	July 31, 2006



FOR
VALUE RECEIVED, the undersigned,  HEALTHAXIS,  INC., a Pennsylvania  corporation  (“Maker”),
hereby promises to pay to the order of HealthMarkets  Inc., f/k/a UICI  (“HealthMarkets”),
a Delaware  corporation  (“Payee”),  at its offices at 9151 Boulevard 26, North
Richland Hills, Texas 76180, in lawful money  of the United States of America,  the
principal sum of  $1,645,556.47,  together with interest on the outstanding  principal
balance from day to day remaining as  herein specified, in installments as follows:


1.
Beginning on August 1, 2006,  and  continuing on the 1st day of each month  thereafter
through and including  February 1, 2008, a monthly  installment  equal to the Monthly
Payment  Amount (as  hereinafter  defined)  shall be due and  payable,  which shall be
applied  first to all accrued but unpaid  interest on this Promissory Note, and the
remainder will be applied to the outstanding principal amount then due, and


2.
On or before August 31, 2006, Maker shall pay Payee the sum of Five Hundred Thousand and
No/100ths  Dollars  ($500,000) in lawful money of  the United States of America.


3.
A final  installment in the amount of all outstanding  principal,  plus accrued and
unpaid interest,  shall be due and payable on February  1, 2008 (the “Maturity Date”).


The
“Monthly  Payment  Amount” shall be an amount equal to the greater of (i)
one-half of the invoice  amount  attributable  to data capture  services  (before any
credit or deduction  for  repayment of this Note as provided  below) for the prior month
far all data capture  services  rendered from time to time by  Healthaxis  Imaging
Services,  LLC (“HAIS”),  a subsidiary of Maker, to The MEGA Life and Health
Insurance  Company  (“MEGA”)  (including any and all affiliates,  divisions or
units thereof),  a subsidiary of Payee,  pursuant to the terms of that certain services
agreement,  between HAIS and MEGA and Mid-West National Life  Insurance Company of
Tennessee  previously entered into effective as of May 1, 1999, as previously amended by
that certain First Amendment to Agreement  effective  January 1, 2000, Second Amendment
to Agreement  effective  January 1, 2001, Third Amendment to Agreement  effective January
1, 2002, Fourth Amendment to Agreement  effective  January 1, 2003,  Fifth  Amendment  to
Agreement  effective  January 1, 2004,  Sixth  Amendment to  Agreement  effective
January 1, 2005,  the Seventh  Amendment to Agreement,  effective  January 1, 2006,  and
any  subsequent








extension or
amendment to such agreement that may be agreed upon (if  any) following the  date of
execution of this Note (as amended,  the “Services  Agreement”),  or (ii)
$65,000. In lieu of cash payment of the Monthly Payment  Amount,  Maker and Payee  hereby
agree that, on each  installment  due date,  HAIS will  issue a credit memo to MEGA in
the amount of said Monthly Payment  Amount,  and  HealthMarkets  will  simultaneously
credit the same amount toward  repayment of this  Promissory Note as herein  provided.
In the event the aggregate amount of credits issued  to MEGA  and  outstanding  at any
time ever  exceeds the total  amount then due to HAIS,  then Maker will pay the
difference  in cash on or within 5 business  days of the  installment  due date. In
addition,  in the event HAIS or its successor  ceases to  provide data capture  services
to MEGA, then each monthly  installment  will be  payable  by Maker solely in cash on or
within 5 business days of the installment date.



This
Promissory  Note may not be  self-amortizing,  and Maker hereby  acknowledges  that on
the Maturity Date stated above, a substantial  payment of  principal and interest may
become due and payable.


The
outstanding  principal  balance hereof shall bear interest prior to maturity at the rate
of six percent (6.0%) per annum, and shall be computed on  the basis of a 360-day year.
All past due principal and interest shall bear interest at the rate of ten percent
(10.0%) per annum.


Maker
shall have the right to prepay,  at any time and from time to time without premium or
penalty,  the entire unpaid principal balance of this Note  or any portion  thereof,  any
such  prepayments to be made together with payment of interest  accrued on the amount of
principal being prepaid through the date of  such prepayment, and any such partial
prepayments to be applied in inverse order of maturity to the last maturing
installment(s) of principal.


Notwithstanding
anything to the contrary  contained  herein, no provisions of this Promissory Note shall
require the payment or permit the collection  of interest in excess of the Maximum Rate
(hereinafter  defined).  If any excess of interest in such respect is herein provided
for, or shall be adjudicated to be  so provided,  in this  Promissory  Note or otherwise
in connection  with this loan  transaction,  the provisions of this paragraph  shall
govern and prevail,  and  neither Maker nor the sureties,  guarantors,  successors  or
assigns of Maker shall be obligator to pay this excess amount of such  interest,  or any
other excess  sum paid for the use,  forbearance or detention of sums loaned pursuant
hereto.  If for any reason interest in excess of the Maximum Rate shall be deemed
charged,  required or  permitted by any court of  competent  jurisdiction  and such
excess  shall be applied as a payment and  reduction  of the  principal of  indebtedness
evidenced  by this  Promissory  Note,  and if the  principal  amount  hereof has been
paid in full,  any  remaining  excess shall  forthwith be paid to Maker.  In  determining
whether or not the  interest  paid or payable  exceeds the Maximum  Rate,  Maker and
Payee shall,  to the extent  permitted  by  applicable  law, (i)  characterize any
non-principal  payment as an expense,  fee, or premium rather than as interest,  (ii)
exclude voluntary  prepayments and the effects thereof, and  (iii) amortize,  prorate,
allocate, and spread in equal or unequal parts the total amount of interest throughout
the entire contemplated term of the indebtedness  evidenced by this Promissory Note so
that the interest for the entire term does not exceed the Maximum Rate.


As
used herein,  “Maximum Rate” means the maximum  nonusurious rate of interest
permitted to be charged by the holder hereof under applicable federal  or Texas laws. For
purpose of determining the Maximum Rate under Texas law, the applicable rate ceiling
shall be the applicable  weekly ceiling  described in, and  computed in accordance with,
Chapter 303 of the Texas Finance Code.









Maker
shall be in default  hereunder  upon the  happening of any of the  following  events or
conditions  (each such event or  condition  hereinafter  referred to as an “Event of
Default”):


1.
Maker shall fail to pay when due any principal of or accrued and unpaid interest on this
Promissory Note.


2.
Any  representation,  warranty,  or  statement  made or deemed  made by Maker to Payee
shall be false,  misleading,  or  erroneous  in any  material respect when, made or
deemed to have been made.


3.
Maker  shall  default in the timely  performance  of any  obligation,  covenant  or
agreement  made or owed by Maker to Payee  under this  Promissory Note, or any other
agreement or document executed in connection therewith.


4.
Maker shall  commence a voluntary  proceeding  seeking  liquidation,  reorganization,  or
other relief with respect to itself or its debts  under any bankruptcy,  insolvency, or
other similar law now or hereafter in effect, or seeking the appointment of a trustee,
receiver,  liquidator,  custodian, or  other similar  official for it a substantial  part
of its property or shall consent to any such relief or to the appointment of or taking a
possession by any such  official in an involuntary case or other proceeding  commenced
against it or shall make a general  assignment for the benefit of creditors or shall
generally fail  to pay its debts as they become due.


5.
Any involuntary  proceeding shall be commenced against Maker seeking  liquidation,
reorganization,  or other relief with respect to it or  its debts under any  bankruptcy,
insolvency,  or other similar law now or hereafter in effect,  or seeking the
appointment of a trustee,  receiver,  liquidator,  custodian,  or other similar official
for it or a substantial part of its property,  and such involuntary  proceeding shall
remain  undismissed and unstayed for a  period of sixty (60) days.


6.
Maker or any  guarantor,  surety,  or other  person  ever  liable for the payment of this
Note shall  liquidate,  dissolve,  die or become  incompetent.


7.
Maker shall fail to discharge within a period of thirty (30) days after the commencement
thereof any unstayed  attachment,  sequestration,  forfeiture, or similar proceeding or
proceedings involving an aggregate amount in excess of $25,000 against any of its
properties.


8.
A final  judgment or  judgments  for the payment of money in excess of  $100,000 in the
aggregate  shall be rendered by a court or courts  against Maker and the same shall not
be procured,  within  thirty (30) days from the date of entry thereof and Maker shall
not,  within said period of thirty (30)  days,  or such longer  period during which
execution of the same shall have been stayed,  appeal there from and cause the  execution
thereof to be stayed during  such appeal.


9.
Maker shall fail to pay when due any principal of or interest on any  indebtedness
(other than the  indebtedness  represented  hereby) in  excess of $25,000,  or the
maturity of any such indebtedness shall have been accelerated,  or any such indebtedness
shall have been required









to be prepaid
in full  prior to the stated  maturity  thereof,  or any event shall have occurred that
permits (or, with the giving of notice or lapse of  time or both,  would permit) any
holder or holders of such indebtedness or any person  acting on behalf of such holder or
holders to accelerate the maturity thereof require any  such prepayment.



Upon
the  occurrence of any Event of Default,  the holder hereof may, at its option,  declare
the entire unpaid  principal of and accrued  interest on  this Promissory  Note
immediately due and payable without notice,  demand or presentment,  all of which are
hereby waived,  and upon such  declaration,  the same  shall become and shall be
immediately  due and payable,  and the holder hereof shall have the right to foreclose
and offset against this  Promissory  Note any sum  or sums owed by the holder hereof to
Maker.  Failure of the holder hereof to exercise this option shall not  constitute a
waiver of the right to exercise the same  upon the occurrence of a subsequent  Event of
Default.  Notwithstanding  the foregoing,  upon the occurrence of an Event of Default
under paragraphs 4 or 5 above,  the outstanding  principal of and accrued and unpaid
interest on the Note and all other amounts payable by Maker hereunder shall thereupon
become  immediately due  and payable without notice, demand,  presentment,  notice of
dishonor,  notice of acceleration,  notice of intent to accelerate,  protest, or other
formalities of  any kind, all of which are hereby expressly waived by Maker.


If
the holder hereof expends any effort in any attempt to enforce  payment of all or any
part of installment of any sum due the holder  hereunder,  or  if this  Promissory  Note
is placed in the hands of an attorney for  collection,  or if it is  collected  through
any legal  proceedings,  Maker agrees to pay all  collection costs and fees incurred by
the holder, including reasonable attorneys’ fees.


This
Promissory  Note shall be governed by and  construed in  accordance  with the laws of the
State of Texas and the  applicable  laws of the United  States of America.  This
Promissory  Note is performable in Tarrant  County,  Texas.  Any action or proceeding
under or in connection  with this Promissory Note  against  Maker or any other party ever
liable for payment of any sums of money  payable on this  Promissory  Note may be brought
in any state or federal  court in  Tarrant County,  Texas.  Maker and each such party
hereby  irrevocably (i) submits to the nonexclusive  jurisdiction of such courts, and
(ii) waives any objection  it may now or hereafter have as to the venue of any such
action or proceeding  brought in such court or that such court is an  inconvenient
forum.  Any action or  proceeding by Maker or any other party liable hereunder against
Payee shall be brought only in a court located in Tarrant County, Texas.


Maker
and each surety,  guarantor,  endorser, and other party ever liable for payment of any
sums of money payable on this Promissory Note jointly and  severally waive notice,
presentment,  demand for payment,  protest,  notice of protest and non-payment or
dishonor,  notice of acceleration,  notice of intent to  accelerate,  notice of intent to
demand,  diligence in collecting,  grace, and all other formalities of any kind, and
consent to all extensions without notice for  any period or periods of time and partial
payments,  before or after maturity,  all without prejudice to the holder.  The holder
shall similarly have the right to  deal in any way, at any time,  with one or more of the
foregoing  parties  without  notice to any other party,  and to grant any such party any
extensions of time  for  payment of any said  indebtedness,  or to grant any other
indulgences  or  forbearances  whatsoever,  without  notice to any other party and
without any way  affecting the personal liability of any party hereunder.









This
Promissory  Note is given to renew,  modify and extend the terms of that certain
Promissory  Note dated  September  30, 2003  executed by Maker  payable to Payee in the
original  principal amount of $3,400,000.00  (the “Original Note”),  and
applies with respect to the current remaining  principal balance,  plus accrued,  but
unpaid  interest  through the date hereof of  $1,645,556.47  effective as of July 31,
2006.  Payee is executing this Note in the space provided  below to acknowledge its
agreement to the renewal, modification and extension of the Original Note on the terms
provided herein.


THIS
PROMISSORY  NOTE AND ALL OTHER  INSTRUMENTS,  DOCUMENTS  AND  AGREEMETNS  EXECUTED AND
DELIVERED BY MAKER IN  CONNECTION  WITH THE  INDEBTEDNESS  EVIDENCED BY THIS NOTE
REPRESENT THE FINAL,  ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR,  COMTEMPORANEOUS OR SUBSEQUENT  ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.



	 	 MAKER:
	 	 	 
	 	 HEALTHAXIS,
      INC.
	 	 	 
	 	 	 
	 	By: 	/s/ John M. Carradine
	 	 	
      

	 	Name:  	John M. Carradine
	 	Title: 	President










ACCEPTED AND
AGREED:


HEALTHMARKETS,
INC.


By: /s/ Mark
Hauptman
Name: Mark Hauptman
Title: V.P.