<PAGE>
                                                                    Exhibit 10.1



                               PURCHASE AGREEMENT

         This Agreement, dated as of September 30, 2003, is by and between
Healthaxis Inc., a Pennsylvania corporation ("Healthaxis" or "Buyer") and UICI,
a Delaware corporation ("UICI" or the "Seller").

         WHEREAS, in accordance with the terms hereof, Seller intends to sell,
and Buyer intends to purchase, certain shares of common stock and other
securities of Healthaxis as set forth in Section 1 below.

         NOW THEREFORE, for and inconsideration of the mutual promises herein
set forth, and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), Buyer and Seller agree as
follows:

         1. Purchase and Sale. Subject to the terms and on the conditions of
this Agreement, Buyer hereby agrees to purchase from Seller, and Seller agrees
to sell to Buyer for the Purchase Price set forth in Section 2 below, all
Healthaxis securities held by Seller, including, without limitation, the
following (collectively, the "Seller's Healthaxis Securities"):

                  (a) 2,585,769 shares of Healthaxis common stock, $0.10 par
         value per share, represented by the Healthaxis Common Stock
         certificates set forth on Schedule 1 attached hereto and incorporated
         herein (the "Common Stock");

                  (b) 1,424 shares of Healthaxis Series A Convertible Preferred
         Stock, $1.00 par value per share, represented by Series A Convertible
         Preferred Stock certificate No. PS-A-4 (the "Preferred Stock"); and

                  (c) Three (3) separate warrants granting the right to purchase
         a total of 22,239 shares of common stock in Healthaxis, $0.10 par value
         per share (the "Warrants").

         2. Purchase Price and Payment. The total purchase price for all of the
Seller's Healthaxis Securities shall be Three Million Nine Hundred Thousand and
No/100 Dollars ($3,900,000.00) (the "Purchase Price"), of which $500,000 shall
be payable in cash at Closing and the balance shall be payable by Buyer's
execution and delivery at Closing of a Promissory Note in the principal amount
of $3,400,000 payable to Seller in the form attached hereto as EXHIBIT A (the
"Note") and incorporated herein by reference.

         3. Closing. The Closing of the purchase and sale contemplated hereby
shall take place at the offices of the Company on or before the close of
business on September 30, 2003, or at such other time and place as Seller and
Buyer mutually agree upon orally or in writing (the "Closing"). At the Closing,
the Seller shall deliver to the Buyer (i) the original stock certificates
representing all of the Common Stock and Preferred Stock, with each such
certificate accompanied by an executed assignment form duly endorsed for
transfer that is in negotiable form bearing the signature of UICI or its
subsidiary or affiliate that is the record holder of the shares represented by
the certificate, and (ii) the original of each of the three (3) separate warrant
agreements representing the Warrants. At Closing, Buyer shall (x) pay to Seller
the cash portion of the Purchase Price by check, or by wire transfer of
immediately available funds to an account designated in writing by the Seller,
and (y) deliver to Seller the original of the Promissory Note executed by Buyer.
<PAGE>
         To the extent Seller is unable to locate any original stock
certificates or warrant agreements to be delivered at Closing, then Seller and
Buyer shall agree upon an appropriate form of lost securities affidavit and
indemnities to be given by Seller which are sufficient to allow Buyer and/or its
transfer agent to issue replacement securities which shall then be delivered to
Buyer by Seller as provided above. In such circumstances, Buyer and Seller agree
that the Closing will not be delayed and Buyer will become the beneficial owner
of all lost securities upon payment of the Purchase Price. Buyer and Seller will
cooperate to have the replacement securities issued and delivered to Buyer as
soon as practicable following Closing.

         4. Representations and Warranties of the Seller. Seller hereby
represents and warrants to Buyer as follows:


         (i)      Seller is a corporation duly organized, validly existing and
                  in good standing under the laws of the State of Delaware and
                  has all requisite corporate power and authority to carry on
                  its business as now conducted and as proposed to be conducted;

         (ii)     Seller has full power and authority to enter into this
                  Agreement, and such Agreement has been duly executed and
                  delivered by and constitutes the valid and legally binding
                  obligation of, Seller, enforceable in accordance with its
                  terms except (a) as limited by applicable bankruptcy,
                  insolvency, reorganization, moratorium and other laws of
                  general application affecting enforcement of creditors' rights
                  generally, or (b) as limited by laws relating to the
                  availability of specific performance, injunctive relief or
                  other equitable remedies;

         (iii)    Seller or its subsidiaries and affiliates owns of record and
                  beneficially good and marketable title to all of the Seller's
                  Healthaxis Securities, free and clear of any and all liens,
                  mortgages, security interests, encumbrances, pledges, charges,
                  adverse claims, options, rights or restrictions of any
                  character whatsoever;

         (iv)     This Agreement has been authorized by all necessary corporate
                  action on behalf of Seller;

         (v)      The execution of this Agreement and the consummation of the
                  transactions contemplated hereby by Seller will not breach or
                  contravene the provisions of any law, regulation, indenture,
                  agreement, covenant or contract to which Seller is a party or
                  by which Seller or any of Seller's Healthaxis Securities is
                  bound;

         (vi)     No inquiry, action, suit or proceeding has been asserted,
                  threatened or instituted against Seller seeking to restrain or
                  prohibit the carrying out of the transactions contemplated by
                  this Agreement or making a claim that could result in a change
                  in the record or beneficial owner of any of Seller's
                  Healthaxis Securities;

         (vii)    Seller has such knowledge and experience in financial and
                  business matters as to be capable of evaluating the merits and
                  risks of a sale of the Seller's Healthaxis Securities and has
                  obtained or had access to sufficient information from Buyer,
                  including without limitation the Buyer's forms, reports and
                  documents filed with the Securities Exchange Commission
                  (including Buyer's Annual Report on Form 10-K for the year
                  ended December 31, 2002 and its Quarterly Reports on Form 10-Q
                  for the quarters ended March 31, 2003 and June 30, 2003), to
                  enable Seller to evaluate the risks of a sale of the Seller's
                  Healthaxis Securities under the terms of this Agreement;

         (viii)   The offer to purchase the Seller's Healthaxis Securities was
                  directly communicated to Seller by Buyer by means of this
                  Agreement;



                                      -2-
<PAGE>
         (ix)     Seller has received Buyer's financial statements for July 2003
                  and August 2003; (x) Seller has had the opportunity to ask
                  questions of Buyer and have those questions answered, and has
                  received any information requested regarding Buyer;

         (x)      At no time was Seller presented with, or solicited by or
                  through, any form of advertisement, article, notice or
                  communication or other general solicitation; and

         (xi)     Seller is an "accredited investor" within the meaning of Rule
                  501 of Regulation D of the Act.

         5. Representations and Warranties of the Buyer. Buyer hereby represents
and warrants to Seller as follows:


         (i)      Buyer has full power and authority to enter into this
                  Agreement:

         (ii)     The execution and delivery of the Note and this Agreement have
                  been authorized by all necessary corporate action of Buyer;

         (iii)    This Agreement has been, and the Note when delivered in
                  accordance with the terms hereof will be, duly executed and
                  delivered by, and constitutes the valid and legally binding
                  obligations of Buyer, enforceable in accordance with their
                  respective terms except (a) as limited by applicable
                  bankruptcy, insolvency, reorganization, moratorium, and other
                  laws of general application affecting enforcement of
                  creditors' rights generally, or (b) as limited by laws
                  relating to the availability of specific performance,
                  injunctive relief, or other equitable remedies; and

         (iv)     The execution of this Agreement and the Note and the
                  consummation of the transactions contemplated hereby will not
                  breach or contravene the provisions of any law, regulation,
                  indenture, agreement, covenant or contract to which Buyer is a
                  party or by which Buyer is bound.

         6. Legend. It is understood that the certificates evidencing the Common
Stock may contain a legend which reads substantially as follows:

                  These securities have not been registered under the Securities
                  Act of 1933, as amended. They may not be sold, offered for
                  sale, pledged or hypothecated in the absence of a registration
                  statement in effect with respect to the securities under such
                  Act or an opinion of counsel satisfactory to Healthaxis that
                  such registration is not required or unless sold pursuant to
                  Rule 144 of such Act.

         7. Conditions of Buyer's Obligations at the Closing. The obligations of
Buyer under this Agreement are subject to the fulfillment on or before the
Closing of each of the following conditions:

         (i)      the representations and warranties of Seller contained in
                  Section 4 shall be true and correct on and as of the Closing
                  with the same effect as though such representations and
                  warranties had been made on and as of the date of the Closing;

         (ii)     Seller shall have delivered the original securities and
                  documents specified in Section 3;


                                      -3-
<PAGE>
         (iii)    Seller shall have performed and complied with all agreements,
                  obligations and conditions contained in this Agreement that
                  are required to be performed or complied with by them on or
                  before the Closing; and

         (iv)     Buyer shall have received the consent of the holders of its
                  Series A Preferred Stock to the purchase of Seller's
                  Healthaxis Securities.

         8. Conditions of Seller' Obligations at the Closing. The obligations of
Seller under this Agreement are subject to the fulfillment on or before the
Closing of each of the following conditions:

         (i)      The representations and warranties of Buyer contained in
                  Section 5 shall be true and correct on and as of the Closing
                  with the same effect as though such representations and
                  warranties had been made on and as of the Closing;

         (ii)     Buyer shall have delivered the cash portion of the Purchase
                  Price and fully executed original Note; and

         (iii)    Buyer shall have performed and complied with all agreements,
                  obligations and conditions contained in this Agreement that
                  are required to be performed or complied with by it on or
                  before the Closing.

         9. Additional Covenants. The Note to be delivered by Buyer at Closing
is to be repaid through deductions from the monthly invoice for data capture
services provided from time to time by Healthaxis Imaging Services, LLC
("HAIS"), a subsidiary of Healthaxis, to The MEGA Life & Health Insurance
Company ("MEGA"), a subsidiary of UICI, pursuant to the terms of that certain
services agreement, effective May 1, 1999, between MEGA and Mid-West National
Life Insurance Company of Tennessee and HAIS, as 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 and Fourth Amendment effective January 1, 2003 (as amended, the "Services
Agreement"). As a condition to Buyer's agreements contained herein, UICI hereby
covenants and agrees that the UICI Insurance Center unit will use HAIS as its
sole supplier under the terms of the Services Agreement for all of its imaging,
data capture and related services needs if and only for so long as (i) any
portion of the Note remains outstanding and is not in default, (ii) HAIS meets
or exceeds its contractual commitments for quality and turn around time as
contained in the Services Agreement, and (iii) HAIS is not otherwise in default
under the terms of the Services Agreement; provided, however, in no event shall
UICI's Insurance Center unit be required to use HAIS as its sole supplier under
the terms of the Services Agreement for all of its imaging, data capture and
related services needs after September 30, 2006. The terms of the foregoing
sentence shall not be deemed to restrict or limit in any respect the ability of
any other affiliate or unit of MEGA from receiving services from HAIS in
accordance with the terms of the Services Agreement. The Services Agreement
shall be renewed and extended from time to time as necessary to remain
coterminous with commitment made in this Section 9.

         10. Termination. In the event the Closing has not occurred on or before
October 15, 2003, then at any time thereafter, either party may terminate this
Agreement by providing written notice to the other party.

         11. Specific Performance. The parties to this Agreement acknowledge and
agree that a breach of any of the covenants of either party set forth in this
Agreement may not be compensable by payment of money damages and, therefore,
that the covenants of the parties set forth in this Agreement may be enforced in
equity by a decree requiring specific performance.


                                      -4-
<PAGE>
         12. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of Texas as applied to agreements among Texas
residents entered into and to be performed entirely within Texas.

         13. Execution in Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         14. Costs and Expenses. Each party hereto shall pay all costs and
expenses that it incurs with respect to the negotiation, execution, delivery and
performance of this Agreement.

         15. Attorneys' Fees. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.

         16. Amendment. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived only with the written
consent of the parties.

         17. Entire Agreement. This Agreement and the documents referred to
herein constitute the entire agreement among the parties and no party shall be
liable or bound to any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein.

         18. Assignment. Neither of the parties hereto may assign this Agreement
without prior written consent of the other, which consent will not be
unreasonably withheld or delayed.

         19. Notices. Any communication relating to this Agreement or its
subject matter shall be given to the respective parties in writing as indicated
below:

                  UICI
                  9151 Grapevine Highway
                  4th Floor
                  North Richland Hills, TX 76180
                  Attn: Glenn Reed
                  General Counsel

                  Healthaxis Inc.
                  5215 N. O'Connor Blvd., Suite 800
                  Irving, Texas 75039
                  Attn:    J. Brent Webb
                  General Counsel

         Notices shall be effective as of the date delivered for communications
when delivered by hand or by recognized overnight delivery service, and three
(3) days following deposit in the United States mail.

         20. Related Party Transaction; Disclosure. The transaction contemplated
by this Agreement constitutes a transaction between the Seller and a "related
party" in accordance with policies and procedures adopted by the Board of
Directors of Seller and, as such, is subject to the approval of a majority of
the disinterested outside directors of Seller. The Buyer and Seller hereby agree
that, following the execution of this Agreement and the Closing, each party may
make such public disclosures as it is legally required to make by either the
federal or state securities laws or the rules pertaining to the Nasdaq SmallCap
Market and the New York Stock Exchange, as applicable.


                                      -5-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                      UICI

                                      By:     /s/ Glenn W. Reed
                                              -------------------------

                                      Name:   Glenn W. Reed
                                              -------------------------

                                      Title:  Executive Vice President
                                              -------------------------

                                      Date:   September 30, 2003
                                              -------------------------

                                      HEALTHAXIS INC.

                                      By:     /s/ James W. McLane
                                              -------------------------

                                      Name:   James W. McLane
                                              -------------------------

                                      Title:  Chairman and CEO
                                              -------------------------

                                      Date:   September 30, 2003
                                              -------------------------



                                      -6-
<PAGE>
                                   Schedule 1

<TABLE>
<CAPTION>
Name:                               Stock Certificate Number            Number of Shares to be Sold
----                                ------------------------            ---------------------------
<S>                                 <C>                                 <C>
UICI                                             3855                                2,263
UICI                                             3846                                1,930
UICI                                             3818                              266,800
UICI                                             3854                                2,744
UICI                                             3853                              775,679
UICI Voting Trust                                3817                              858,171
Founders Trust                             Not issued                              322,465
The Mega Life and Health Insurance               3815                              355,717
                                                                                 ---------
       Company                                                                   2,585,769
</TABLE>




                                      -7-
<PAGE>
                                   EXHIBIT "A"

                              PROMISSORY NOTE FORM

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.

                                 PROMISSORY NOTE

$3,400,000.00                     Dallas, Texas            September 30, 2003

         FOR VALUE RECEIVED, the undersigned, HEALTHAXIS INC., a Pennsylvania
corporation ("Maker"), hereby promises to pay to the order of UICI, a Delaware
corporation ("Payee"), at its offices at 9151 Grapevine Highway, North Richland
Hills, TX 76180, in lawful money of the United States of America, the principal
sum of Three Million Four Hundred Thousand and No/100 Dollars ($3,400,000.00),
together with interest on the outstanding principal balance from day to day
remaining as herein specified, in installments as follows:

         1. Beginning on November 1, 2003, and continuing on the 1st day of each
month thereafter through and including September 1, 2006, 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. A final installment in the amount of all outstanding principal, plus
accrued and unpaid interest, shall be due and payable on September 30, 2006 (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 for all data capture services rendered from time to time by
Healthaxis Imaging Services, LLC ("HAIS"), a subsidiary of Maker, to The Mega
Life & 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, effective May 1, 1999, between MEGA and
Mid-West National Life Insurance Company of Tennessee and HAIS, as 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 and Fourth Amendment effective January 1, 2003 (as
amended, the "Services Agreement"), or (ii) Sixty-five Thousand and No/100
Dollars ($65,000.00). In accordance with that certain Repurchase Agreement,
dated of even date herewith between Maker and Payee, Payee has agreed that its
Insurance Center unit will use HAIS as its sole supplier under the terms of the
Services Agreement (as it may be subsequently renewed and extended as required
in the Repurchase Agreement) for all of its imaging, data capture and related
services needs if and only for so long as (x) any portion of this Promissory
Note remains outstanding and is not in default, (y) HAIS meets or exceeds its
contractual commitments for quality and turn around time as contained in the
Services Agreement, and (z) HAIS is not otherwise in default under the terms of
the Services

                                      -8-
<PAGE>
Agreement; provided, however, in no event shall UICI's Insurance Center unit be
required to use HAIS as its sole supplier for all of its imaging, data capture
and related services needs after September 30, 2006. 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 UICI 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 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 before the installment
due 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 bases 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 obligated to pay the 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, any 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 purposes 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.


                                      -9-
<PAGE>
         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 or a substantial part of its property or shall consent
to any such relief or to the appointment of or taking 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 discharged (or provision shall not be made for such
discharge), or a stay of execution thereof 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 therefrom 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 or 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

                                      -10-
<PAGE>
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 or 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 Dallas 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 Dallas
County, Texas. Maker and each such other 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 Dallas 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 in any
way affecting the personal liability of any party hereunder.

         THIS PROMISSORY NOTE AND ALL OTHER INSTRUMENTS, DOCUMENTS AND
AGREEMENTS 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, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE
PARTIES.

                                        MAKER:




                                        HEALTHAXIS INC.



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                                        Title:
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