bpo_8k-ex1001.htm


    EXHIBIT
10.1

    


    AMENDMENT
TO AGREEMENT AND PLAN OF MERGER

    


    THIS AMENDING AGREEMENT
(“Amending
Agreement”) is made and entered into as of October 21, 2008 among
HealthAxis Inc., a Pennsylvania corporation (“HealthAxis”),
Outsourcing Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary
of HealthAxis (“Merger
Sub”) and BPO Management Services, Inc., a Delaware corporation (“BPOMS”).  Each
of HealthAxis, Merger Sub and BPOMS are sometimes referred to herein as a “Party”
or, collectively, the “Parties”.

    


    RECITALS

    


    
      	
              A.

            	
              HealthAxis,
      Merger Sub and BPOMS entered into an agreement and plan of merger (the
      “Merger
      Agreement”) as of September 5, 2008 providing for a merger of
      Merger Sub into BPOMS and the issuance of shares of HealthAxis Common
      Stock and HealthAxis Series B Preferred Stock to the securityholders of
      BPOMS.

            


    

     

    
      	
              B.

            	
              The
      Parties have agreed to amend certain provisions of the Merger Agreement,
      as provided by this Amending
Agreement.

            


    

     

    AGREEMENT

     

    IN CONSIDERATION OF the
foregoing and of the mutual covenants and agreements herein contained, the
Parties agree as follows:

     

    
      	
              1.

            	
              In
      this Amending Agreement, all capitalized terms which are not defined
      herein shall have the same meanings as set out in the Merger
      Agreement.

            


    

     

    
      	
              2.

            	
              Each
      of the Exchange Ratios provided for by the Merger Agreement in respect of
      each class or series of BPOMS Stock and in respect of each series of the
      BPOMS Investor Warrants, BPOMS Non-Investor Warrants and BPOMS Options
      indicated below are hereby amended (and remain subject to adjustment after
      determination of the Reverse Split and otherwise in accordance with
      Section 3.6 of the Merger Agreement) to be the amounts hereinafter
      specified (and the definitions of each of the Exchange Ratios in the
      Merger Agreement shall be as so
specified):

            


    

     

    
      	
              Class
      or Series of Stock, Warrants or Options

            	
              Amended
      Exchange Ratios

               

            
	
              BPOMS
      Common Shares

            	
              0.2467
      (“Exchange
      Ratio”)

            
	
              BPOMS
      Series A Preferred Shares

            	
              0.2773
      (“Exchange
      Ratio”)

            
	
              BPOMS
      Series B Preferred Shares

            	
              0.2467
      (“Exchange
      Ratio”)

            
	
              BPOMS
      Series C Preferred Shares

            	
              1.2868
      (“Series C Exchange
      Ratio”)

            
	
              BPOMS
      Series D Preferred Shares

            	
              3.9475  (“Series D Exchange
      Ratio”)

            
	
              BPOMS
      Series D-2 Preferred Shares

            	
              3.9475
      (“Series D-2 Exchange
      Ratio”)

            
	
              BPOMS
      Series F Preferred Shares

            	
              6.1679
      (“Series F Exchange
      Ratio”)

            
	
              BPOMS
      Series C Investor Warrant ($0.01)

            	
              0.2467
      (“Series C Warrant
      Exchange Ratio”)

            
	
              BPOMS
      Series D Investor Warrant ($0.01)

            	
              0.2467
      (“Series D Warrant
      Exchange Ratio”)

            
	
              BPOMS
      Outstanding Investor Warrants

            	
              0.2467
      (“Exchange
      Ratio”)

            
	
              BPOMS
      Non-Investor Warrants

            	
              0.2467
      (“Exchange
      Ratio”)

            
	
              BPOMS
      Options

            	
              0.2467
      (“Exchange
      Ratio”)

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Paragraph
      9.1(h) of the Merger Agreement is hereby amended by changing the
      Termination Date from December 31, 2008 to January 31,
    2009.

            


    

     

    
      	
              4.

            	
              Paragraph
      9.3(c) of the Merger Agreement is hereby deleted and replaced with the
      following:

            


    

     

    “HealthAxis
shall pay BPOMS a termination fee of $500,000 upon (i) termination of this
Agreement by BPOMS pursuant to Section 9.1(d) at any time, or (ii) termination
of this Agreement by BPOMS or HealthAxis pursuant to Section 9.1(f) at any time
prior to October 27, 2008.   HealthAxis shall pay BPOMS a
termination fee of $1,000,000: (x) upon termination of this Agreement by BPOMS
or HealthAxis pursuant to Section 9.1(f) at any time on or after October 27,
2008, or (y) in the event that HealthAxis terminates this Agreement pursuant to
Section 9.1(h) and, prior to the Termination Date, HealthAxis has received an
Acquisition Proposal from another Person and HealthAxis then completes an
Acquisition Transaction with that Person or any affiliate thereof at any time on
or before December 31, 2009.”

     

    
      	
              5.

            	
              Paragraph
      9.3(d) of the Merger Agreement is hereby deleted and replaced with the
      following:

            


    

     

    “BPOMS
shall pay HealthAxis a termination fee of $500,000 upon (i) termination of this
Agreement by HealthAxis pursuant to Section 9.1(c) at any time, or (ii)
termination of this Agreement by HealthAxis or BPOMS pursuant to Section 9.1(g)
at any time prior to October 27, 2008.   BPOMS shall pay
HealthAxis a termination fee of $1,000,000 upon termination of this Agreement by
HealthAxis or BPOMS pursuant to Section 9.1(g) at any time on or after October
27, 2008.”

     

    
      	
              6.

            	
              All
      numerical references in the Merger Agreement to the number of BPOMS Series
      A Preferred Shares authorized or issued and outstanding shall be deemed to
      be 1,608,612.

            


    

     

    
      	
              7.

            	
              All
      numerical references in the Certificate of Designation of the HealthAxis
      Series B Preferred Shares shall be adjusted consistent with the
      modification of the Exchange Ratios set forth in this Amending
      Agreement.

            


    

     

    
      	
              8.

            	
              As
      and from the date of this Amending Agreement, all references in any other
      documents to the Merger Agreement shall be construed as references to the
      Merger Agreement, as amended hereby.  Except as expressly
      amended hereby, each and every provision of the Merger Agreement shall
      continue in full force and effect and is hereby confirmed, and all rights
      and obligations of the Parties shall not be affected in any manner except
      as specifically provided for in this Amending
  Agreement.

            


    

     

    
      	
              9.

            	
              This
      Amending Agreement may be executed in any number of counterparts, each of
      which, when so executed, shall be deemed to be an original and all of
      which taken together shall be deemed to constitute one and the same
      instrument.

            


    

     


    
      
         


      

      
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    IN WITNESS WHEREOF, the
Parties hereto have executed this Amending Agreement as of the date first above
written.

     

    HEALTHAXIS
INC.

     

     

    Per:  /s/  John
Carradine                                                      


    


     

     

    OUTSOURCING
MERGER SUB, INC.

    


     

    Per:  /s/  John
Carradine                                                       


    


     

     

    BPO MANAGEMENT SERVICES,
INC.

    


     

    Per:  /s/ 
Patrick
Dolan                                                           

    


     

     

     

     

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