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                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

                              TERMINATION AGREEMENT

         This Agreement, dated as of June 11, 2002, is by and between UICI, a
Delaware corporation ("UICI"), and Healthaxis, Inc., a Pennsylvania corporation
("Healthaxis").

         WHEREAS, UICI directly and indirectly through Affiliates beneficially
holds approximately 45.98% of the issued and outstanding shares of common stock
of Healthaxis;

         WHEREAS, UICI and Healthaxis, Ltd. (a Texas limited partnership and
subsidiary of Healthaxis Inc.) are parties to an Information Technology Services
Agreement, dated as of January 3, 2000, as amended, pursuant to which
Healthaxis, Ltd. provides information systems and software development services
(including administration of UICI's computer data center) to UICI and its
insurance company affiliates; and

         WHEREAS, Healthaxis has solicited the assistance of UICI and requested
certain accommodations from UICI, all as more particularly hereinafter set
forth.

         NOW THEREFORE, for and in consideration of the mutual covenants herein
contained, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

         1. Definitions. As used in this Agreement, the following capitalized
terms shall have the respective meanings hereafter set forth:

              "Affiliate" of any Person shall mean and include any Person who
     controls, is controlled by or is under common control with such Person.

              "AST Employees" shall mean any employee of Healthaxis who is
     currently or who has ever been dedicated to providing applications system
     technology services to UICI and Affiliates of UICI (including without
     limitation UICI's Insurance Center, Student Insurance Division and UICI
     Marketing subsidiary) under the terms of the Services Agreement.

              "Designated AST Employee" shall mean specifically designated
     current AST Employees identified by UICI on Schedule 4.1 hereof.

              "Employee Accrual Amount" shall mean $50,000, representing an
     agreed upon portion of the cash paid to Healthaxis by UICI associated with
     employee bonus, vacation and sick time accruals in connection with the
     transfer of employees to Healthaxis from UICI in 1997.

              "Employee Adjustment Amount" shall mean the dollar amount
     designated in Schedule 2.1.4 hereof.

              "Healthaxis" shall mean Healthaxis Inc. and, as the context may
     require, the subsidiaries of Healthaxis Inc.

              "Non-Retained AST Employees" shall mean, collectively, (a) any
     Designated AST Employee who does not accept UICI's offer of employment and
     (b) any Terminated AST Employees.

              "Person" shall mean an individual, a corporation, partnership,
     limited liability company, trust, unincorporated association or any other
     legal entity.

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              "Retained AST Employees" shall mean those Designated AST Employees
     who accept UICI's offer of employment to be made pursuant to Section 4.2
     hereof.

              "Services Agreement" shall mean the Information Technology
     Services Agreement, dated as of January 3, 2000, and as heretofore amended,
     between UICI and Healthaxis.

              "Terminated AST Employees" shall mean any current AST Employee who
     is not a Designated AST Employee.

              "Unaffiliated Shareholders" shall mean all holders of Healthaxis
     Common Stock other than (a) UICI, (b) Affiliates of UICI, (c) officers of
     Healthaxis, and (d) directors of Healthaxis.

         2. Transactions on Effective Date.

                  2.1. On June 15, 2002, or such later date as the parties
         hereto may mutually agree (the "Effective Date"), the parties hereto
         agree, subject to satisfaction of the conditions set forth in Section 3
         hereof, to complete the following transactions:

                           2.1.1. UICI shall remit and pay to Healthaxis cash in
                  the amount of $6,500,000 less the Employee Accrual Amount, by
                  wire transfer of immediately available funds to an account
                  designated by Healthaxis.

                           2.1.2. UICI shall transfer, or cause to be
                  transferred, to Healthaxis 500,000 shares of Healthaxis Common
                  Stock (the "Shares"), and UICI shall deliver or cause to be
                  delivered to Healthaxis certificates evidencing the Shares
                  duly endorsed in blank or with stock powers duly executed by
                  UICI, free and clear of any and all covenants, conditions,
                  restrictions, voting trust arrangements, liens, charges,
                  encumbrances, options and adverse claims or rights whatsoever.

                           2.1.3. The Services Agreement (including licenses to
                  use the UICI Owned Software and UICI Owned Materials and
                  rights to access and use Third Party Software and related UICI
                  Third Party Contracts, in each case as such capitalized terms
                  are defined in the Services Agreement) shall terminate and be
                  of no further force or effect.

                           2.1.4. UICI shall pay to Healthaxis (a) all amounts
                  accrued to the Effective Date for services rendered to the
                  Effective Date under the terms of the Services Agreement,
                  which amount shall be subject to adjustment as provided in
                  Section 2.2.1 below, less (b) the Employee Adjustment Amount
                  as designated in SCHEDULE 2.1.4 hereof.

                           2.1.5. Healthaxis shall assign to UICI all of its
                  right, title and interest in and to, and UICI shall agree to
                  assume liability under, the third party consulting
                  arrangements designated on Schedule 2.1.5 hereto (the "Assumed
                  Third Party Agreements").

                  2.2. In addition to the foregoing, the parties hereto agree to
         complete the following transactions subsequent to the Effective Date:

                           2.2.1. The payment to be made by UICI pursuant to
                  Section 2.1.4 above, as well as any other payments for
                  services rendered under the Services Agreement subsequent to
                  March 31, 2002, shall be subject to the "look back adjustment"
                  in accordance with the arrangement previously adopted by UICI
                  and Healthaxis under the

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                  Services Agreement. Notwithstanding the foregoing, in no event
                  shall any payments for services rendered under the Services
                  Agreement prior to March 31, 2002, be subject to further "look
                  back adjustment" or any other adjustment, and it is hereby
                  agreed that all such payments for services prior to March 31,
                  2002 are final and are not subject to any further review or
                  adjustment whatsoever. Any final "look back adjustment" will
                  be resolved and paid within 15 days following the date that
                  UICI is in receipt from Healthaxis of all information
                  necessary to compute such look back adjustment in accordance
                  with the procedures and practice previously adopted by
                  Healthaxis and UICI (the "Final Settlement Date").

                           2.2.2. On the Final Settlement Date, UICI shall pay
                  to Healthaxis any undisputed outstanding receivables under the
                  Services Agreement for periods prior to March 31, 2002. All
                  disputed amounts (if any) shall be resolved, and the final
                  agreed amount paid on, the Final Settlement Date.

         3. Representations and Warranties.

                  3.1. Representations and Warranties of Healthaxis. Healthaxis
         represents and warrants to UICI as follows:

                           3.1.1. Healthaxis is a corporation duly organized,
                  validly existing and in good standing under the laws of the
                  State of Pennsylvania, and has full power and authority to
                  own, lease and operate its properties and assets and to
                  conduct its business as presently conducted, and to enter into
                  this Agreement and to carry out the transactions contemplated
                  by this Agreement.

                           3.1.2. The execution, delivery and performance by
                  Healthaxis of this Agreement have been duly authorized by all
                  necessary corporate action, and this Agreement has been duly
                  executed and delivered by Healthaxis. This Agreement
                  constitutes the valid and binding obligation of Healthaxis,
                  legally enforceable in accordance with its terms.

                           3.1.3. The execution of and performance by Healthaxis
                  of its obligations under this Agreement will not violate any
                  provision of law or governmental rule or regulation, and will
                  not conflict with or result in any breach of any of the terms,
                  conditions or provisions of, or constitute a default under (i)
                  Healthaxis' Certificate of Incorporation, (ii) Healthaxis'
                  by-laws as currently in effect, (iii) any judgment, decree or
                  order to which Healthaxis is bound or (iv) any agreement,
                  contract, lease, indenture or other instrument to which
                  Healthaxis is bound.

                           3.1.4. Healthaxis's authorized capital stock consists
                  of (a) preferred stock, $1 par value per share, of which
                  100,000,000 shares have been authorized and no shares are
                  issued and outstanding; and (b) Common Stock, $0.10 par value
                  per share, of which at April 30, 2002 (i) 1,900,000,000 shares
                  have been authorized and (ii) 53,711,070 shares are issued and
                  outstanding. All issued and outstanding shares of Healthaxis
                  Common Stock have been, and on the Effective Date will be,
                  duly and validly issued and are, or will be on such date,
                  fully paid and non-assessable.

                  3.2. Representations and Warranties of UICI. UICI represents
         and warrants to Healthaxis as follows:

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                           3.2.1. UICI is a corporation duly organized, validly
                  existing and in good standing under the laws of the State of
                  Delaware, and has full power and authority to own, lease and
                  operate its properties and assets and to conduct its business
                  as presently conducted, and to enter into this Agreement and
                  to carry out the transactions contemplated by this Agreement.

                           3.2.2. The execution, delivery and performance by
                  UICI of this Agreement have been duly authorized by all
                  necessary corporate action, and this Agreement has been duly
                  executed and delivered by UICI. This Agreement constitutes the
                  valid and binding obligation of UICI, legally enforceable
                  against UICI in accordance with its terms.

                           3.2.3. The execution of and performance by UICI of
                  its obligations under this Agreement will not violate any
                  provision of law or governmental rule or regulation, and will
                  not conflict with or result in any breach of any of the terms,
                  conditions or provisions of, or constitute a default under (i)
                  UICI's Certificate of Incorporation, (ii) UICI's by-laws as
                  currently in effect, (iii) any judgment, decree or order to
                  which UICI is bound or (iv) any agreement, contract, lease,
                  indenture or other instrument to which UICI is bound.

                           3.2.4. UICI will have on the Effective Date, good and
                  marketable title to the Shares, free and clear of any and all
                  covenants, conditions, restrictions, voting trust
                  arrangements, liens, charges, encumbrances, options and
                  adverse claims or rights whatsoever.

                           3.2.5. As of the date hereof, UICI holds, directly or
                  through Affiliates, the following securities issued by
                  Healthaxis:

                                    (a) 20,598,443 shares of Common Stock
                           registered in the name of UICI;

                                    (b) 3,557,179 shares of Common Stock
                           registered in the name of The MEGA Life and Health
                           Insurance Company (a wholly owned subsidiary of
                           UICI);

                                    (c) $1,666,666 stated principal amount of
                           Debentures, convertible into 185,185 shares of Common
                           Stock (equivalent to $9.00 per share of Common
                           Stock);

                                    (d) warrants registered in the name of UICI
                           entitling the holder thereof to purchase 12,291
                           shares of Common Stock at an exercise price of $3.01
                           per share;

                                    (e) warrants registered in the name of UICI
                           entitling the holder thereof to purchase 200,100
                           shares of Common Stock at an exercise price of $4.40
                           per share; and

                                    (f) warrants registered in the name of UICI
                           entitling the holder thereof to purchase 10,005
                           shares of Common Stock at an exercise price of $12.00
                           per share.

         4. AST Employment Matters.

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                  4.1. Set forth on Schedule 4.1 hereto is a list of Designated
         AST Employees. The parties may make mutually agreeable adjustments to
         Schedule 4.1 on or prior to the Effective Date, provided that on the
         Effective Date the number of Designated AST Employees shall constitute
         not less than 92% of all Healthaxis employees working full time at UICI
         or its Affiliates on a dedicated basis under the Services Agreement.
         Within three days following execution of this Agreement by all parties,
         Healthaxis shall deliver to UICI a schedule setting forth, for each
         Designated AST Employee, such Designated AST Employee's (a) annual
         salary, (b) accrued and unused vacation time and sick leave to June 15,
         2002, (c) accrued bonus, if any, to June 15, 2002, (d) social security
         number, (e) position and (f) such other employee-specific information
         as UICI shall reasonably request.

                  4.2. With respect to Retained AST Employees constituting
         Healthaxis salaried employees, Healthaxis will pay such employees on
         the Effective Date (a regular Healthaxis payroll date) for services
         rendered through the Effective Date. With respect to Retained AST
         Employees constituting Healthaxis hourly employees, Healthaxis will pay
         such employees on June 22, 2002 for services rendered through the
         Effective Date.

                  4.3. Prior to the Effective Date, UICI or an Affiliate of UICI
         shall make an offer of employment to each Designated AST Employee,
         which offer of employment shall be effective commencing on a date on or
         after the Effective Date, shall be at a compensation level equal to
         such Designated AST Employee's current compensation level and shall
         otherwise be on terms that UICI in its sole discretion shall determine
         except as otherwise herein set forth. Healthaxis acknowledges, agrees
         and understands that there can be no assurance that Designated AST
         Employees will accept UICI's offer of employment herein described.

                  4.4. With respect to Retained AST Employees, UICI agrees as
         follows:

                           4.4.1. Retained AST Employees shall be entitled to
                  participate in all UICI health and welfare benefit plans in
                  which current UICI employees are entitled to participate,
                  including health, dental and disability insurance programs and
                  participation in UICI's Employee Stock Ownership and Savings
                  Plan (the "UICI Plan").

                           4.4.2. For seniority-based rights under UICI's health
                  and welfare benefit plans, including vacation time and sick
                  leave (for eligibility and vesting purposes only), credit
                  shall be given to each Retained AST Employee for such
                  employee's term of service with Healthaxis to the same extent
                  that Healthaxis has given credit to such Retained AST
                  Employee's term of service with Healthaxis.

                           4.4.3. With respect to insurance under UICI's
                  benefits, pre-existing condition limitations and waiting
                  periods shall be waived for Retained AST Employees and
                  Retained AST Employees shall be given credit for deductibles
                  and co-payments previously met under Healthaxis' policies.

                           4.4.4. Each Retained AST Employee shall receive
                  credit for the employee's term of service with Healthaxis for
                  purposes of participation and vesting in the UICI Plan. Each
                  Retained AST Employee who meets the eligibility requirements
                  under the UICI Plan based on his/her combined years of service
                  with Healthaxis and UICI will be eligible to enroll in the
                  UICI Plan as of the next enrollment date effective July 1,
                  2002. Upon commencement of employment with UICI, each Retained
                  AST Employee who has a vested account balance in the
                  Healthaxis defined contribution and/or 401(k) plan will also
                  have the option to roll over his/her vested account balance to
                  the UICI Plan.

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                           4.4.5. Each Retained AST Employee shall receive
                  credit for accrued and unused vacation time and sick leave and
                  accrued and unpaid bonuses, and UICI agrees to assume
                  liability therefor (such liabilities referred to herein as
                  "Assumed Employee Liabilities.")

                  4.5. With respect to Terminated AST Employees, Healthaxis
         agrees as follows:

                           4.5.1. Healthaxis will hold a meeting with all
                  Terminated AST Employees on Thursday, June 13, at 4:00 pm at a
                  mutually agreed upon location (the "Healthaxis Employee
                  Meeting") to communicate to such employees that their
                  employment at Healthaxis will be terminated and that UICI does
                  not intend to offer them employment. At the Healthaxis
                  Employee Meeting, Healthaxis will direct all Terminated AST
                  Employees not to return to UICI facilities, it being agreed
                  and understood that following the Healthaxis Employee Meeting
                  no Terminated AST Employee will be authorized or permitted by
                  UICI to enter any UICI facility.

                  4.6. UICI and Healthaxis will cooperate in assisting each
         other in all employee transition issues.

         5. Closing Conditions.

                  5.1. UICI's Closing Conditions. UICI's obligation to complete
         the transactions set forth in this Agreement shall be subject to
         satisfaction, on or prior to the Effective Date, of each of the
         following conditions

                           5.1.1. The representations and warranties of
                  Healthaxis shall be true and correct in all respects on and as
                  of the Effective Date. Healthaxis shall have performed and
                  complied with all terms, conditions, covenants, obligations,
                  agreements and restrictions required by this Agreement to be
                  performed or complied with by it prior to or at the Effective
                  Date.

                           5.1.2. All governmental agencies, department,
                  bureaus, commissions and similar bodies, including any
                  insurance regulatory approvals, the consent, authorization or
                  approval of which is necessary or material under any
                  applicable law, rule, order or regulation for the consummation
                  by UICI shall have consented to, authorized, permitted or
                  approved such transactions.

                           5.1.3. Healthaxis shall have received all requisite
                  consents and approvals of all lenders, lessors and other third
                  parties whose consent or approval is required in order for
                  Healthaxis to consummate the transactions contemplated by this
                  Agreement.

                           5.1.4. No action or proceeding by or before any court
                  or other governmental body shall have been instituted or
                  threatened by any governmental body or person whatsoever which
                  shall seek to restrain, prohibit or invalidate the
                  transactions contemplated by this Agreement.

                           5.1.5. Each of the Board of Directors of Healthaxis
                  and the Related Party Transactions Committee of the Board of
                  Directors of Healthaxis (consisting of Henry G. Hager, Dennis
                  B. Maloney and Kevin R. Brown) shall have unanimously approved
                  and endorsed the transactions contemplated hereby in all
                  respects and shall have determined that the transactions
                  contemplated by this Agreement shall be fair in all respects
                  to the

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                  Unaffiliated Shareholders of Healthaxis. At the Effective
                  Date, the Chairman of the Board of Healthaxis and the Chairman
                  of the Related Party Transactions Committee shall jointly
                  deliver to UICI a letter executed by each confirming that (a)
                  the transactions contemplated by this Agreement were initiated
                  by Healthaxis and were not in any way the result of any
                  action, writing or request by UICI or any designee of UICI,
                  (b) each of the Board of Directors of Healthaxis and the
                  Related Party Transactions Committee of the Board of Directors
                  of Healthaxis have unanimously approved and endorsed the
                  transactions contemplated hereby in all respects and (c) the
                  Related Party Transactions Committee has determined that the
                  transactions contemplated by this Agreement are fair in all
                  respects to the Unaffiliated Shareholders of Healthaxis.

                           5.1.6. The Healthaxis Founders Stock Option Plan
                  shall have been amended to extend the period during which
                  certain vested options granted and outstanding thereunder may
                  be exercised until June 30, 2003.

                           5.1.7. At the Effective Date, Healthaxis shall have
                  delivered to UICI a certificate signed by the President and
                  Chief Financial Officer of Healthaxis, certifying that the
                  conditions set forth in this Section 5.1 have been satisfied.

                  5.2. Healthaxis's Closing Conditions. Healthaxis's obligation
         to complete the transactions set forth in this Agreement shall be
         subject to satisfaction, on or prior to the Effective Date, of each of
         the following conditions:

                           5.2.1. The representations and warranties of UICI
                  shall be true and correct in all respects on and as of the
                  Effective Date. UICI shall have performed and complied with
                  all terms, conditions, covenants, obligations, agreements and
                  restrictions required by this Agreement to be performed or
                  complied with by it prior to or at the Effective Date.

                           5.2.2. All governmental agencies, department,
                  bureaus, commissions and similar bodies, including any
                  insurance regulatory approvals, the consent, authorization or
                  approval of which is necessary or material under any
                  applicable law, rule, order or regulation for the consummation
                  by UICI of the transactions contemplated by this Agreement
                  shall have consented to, authorized, permitted or approved
                  such transactions.

                           5.2.3. UICI shall have received all requisite
                  consents and approvals of all lenders, lessors and other third
                  parties whose consent or approval is required in order for
                  UICI to consummate the transactions contemplated by this
                  Agreement.

                           5.2.4. No action or proceeding by or before any court
                  or other governmental body shall have been instituted or
                  threatened by any governmental body or person whatsoever which
                  shall seek to restrain, prohibit or invalidate the
                  transactions contemplated by this Agreement.

                           5.2.5. At the Effective Date, UICI shall have
                  delivered to Healthaxis a certificate signed by the President
                  or any Executive Vice President of UICI, certifying that the
                  conditions set forth in this Section 5.2 have been satisfied.

         6. Mutual Release. Each of UICI and Healthaxis, on behalf of itself and
each of its present and former parents, subsidiaries, affiliates, officers,
employees, directors, shareholders, agents, attorneys, successors, and assigns,
hereby fully releases, acquits, forever discharges, and covenants not to sue the
other party from any and all claims, liens, demands, suits, causes of action and
damages, of whatever

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source or nature, whether in law or equity, known or unknown, including but not
limited to attorneys' fees and costs, of any nature whatsoever, existing on, or
at any time prior to, the date hereof in law, in equity or otherwise, which UICI
or Healthaxis, its successors, or assigns had or have against the other party
upon or by reason of any fact, matter, cause, or thing whatsoever.

         7. Transition Matters.

                  7.1. Healthaxis and Ingenix, Inc. are parties to a master
         license agreement (the "Old Ingenix License"), pursuant to which
         certain UICI Affiliates utilize Ingenix, Inc. software. The Old Ingenix
         License has a term ending on December 31, 2003, and UICI has paid to
         Healthaxis, and Healthaxis acknowledges receipt of, the amount of
         $93,790 for use of such software for the year ending December 31, 2002.
         Healthaxis acknowledges and understands that UICI is negotiating the
         terms of a separate license agreement with Ingenix, Inc. (the "New
         Ingenix License") to be effective on or about the Effective Date,
         pursuant to which UICI and its Affiliates will separately license from
         Ingenix, Inc. the software that is the subject of the Old Ingenix
         License. If and only if (a) UICI and Ingenix Inc. execute and deliver
         the New Ingenix License and (b) Healthaxis shall not have on or before
         December 31, 2002 negotiated a new license agreement with Ingenix, Inc.
         for use of the software for the year ending December 31, 2003, then in
         such event on January 1, 2003, UICI shall pay to Healthaxis the sum of
         $98,360, representing the amount that UICI shall have otherwise been
         obligated to pay to Healthaxis for use of the software under the terms
         of the Old Ingenix License for 2003. UICI expressly acknowledges that
         (i) Healthaxis is not obligated to negotiate a new license agreement
         with Ingenix, and (ii) if UICI and Ingenix Inc. execute and deliver the
         New Ingenix License, then in such event UICI will no longer be
         authorized to use the Ingenix products under the Old Ingenix License
         following the Effective Date; provided however, that if UICI and
         Ingenix Inc. do not execute and deliver the New Ingenix License, then
         in such event UICI will be authorized to use the Ingenix products under
         the Old Ingenix License following the Effective Date only to the extent
         permitted therein, in which event UICI and Healthaxis will cooperate to
         ensure that they maximize the ability of UICI to continue to benefit
         from the Old Ingenix Agreement.

                7.2. Notwithstanding the termination of the Services Agreement
         as herein provided, Healthaxis will provide to UICI the
         termination/expiration assistance requested by UICI to allow the
         Services (as such term is defined in the Services Agreement) to
         continue without interruption or any material adverse effect to UICI,
         and to facilitate the orderly transfer of the Services to UICI and/or
         its Affiliates and designees. Without limiting the generality of the
         foregoing:

                           7.2.1. Healthaxis will in an expeditious and timely
                  manner transfer the control and responsibility for all
                  information technology functions and Services, including
                  delivery of all documentation (including without limitation
                  all source and object code for the Healthaxis Time Reporting
                  System used by UICI or its Affiliates, such source and object
                  code to be provided on an "as is" basis, based upon the
                  version in use at Healthaxis, UICI acknowledging that any
                  version in use at the Insurance Center or otherwise within
                  UICI has been under the control of UICI through AST Employees
                  operating under the direction of UICI, and that Healthaxis has
                  no information beyond that currently in possession of AST
                  Employees), software support and data management functions,
                  previously performed by or for Healthaxis to UICI and/or
                  UICI's designees by the execution of any documents reasonably
                  necessary to effect such transfers.

                           7.2.2. Healthaxis shall provide any and all
                  reasonable assistance requested by UICI to permit the systems
                  associated with the Services to operate efficiently, the

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                  Services to continue without interruption or material adverse
                  effect; and the orderly transfer of the Services to UICI
                  and/or its designee(s).

                           7.2.3. On the Effective Date, Healthaxis will
                  transfer to UICI all documents, computer files, workplans,
                  etc. ("Documentation") that it has prepared and are in its
                  possession in connection with Services (as such term is
                  defined in the Services Agreement) provided by Healthaxis to
                  UICI under the terms of the Services Agreement.

                  7.3. Notwithstanding the foregoing provisions of this Section
         7, it is acknowledged that the substantial portion of
         termination/expiration assistance services to be provided hereunder
         following the Effective Date will be provided by Retained AST Employees
         who will no longer be under the control or direction of Healthaxis
         following the Effective Date. In addition, it is acknowledged that the
         substantial portion of Documentation has been under the control of
         Retained AST Employees.

                7.4. UICI and Healthaxis acknowledge that a joint project is
         currently underway and commonly referred to as the "Disconnect
         Project", and that the various remaining tasks have been mutually
         identified and defined, and responsibilities assigned as between UICI
         (through Retained AST Employees or other direct employees of UICI) and
         Healthaxis (through Non-Retained AST Employees or other Healthaxis
         employees). Completion of the portion of the Disconnect Project
         assigned to Healthaxis as currently scoped will constitute substantial
         discharge of Healthaxis's obligations under this Section 7.

                7.5. UICI shall retain responsibility for separation of American
         Administrative Group, Inc. ("AAG") from the UICI networks under
         separate agreements between UICI and AAG.

                7.6. UICI acknowledges that the license for the Support Magic
         helpdesk software is in the name of Healthaxis and that UICI may be
         required to obtain its own license to such software upon completion of
         the transactions contemplated hereby to the extent such software is
         utilized by UICI.

                7.7. Healthaxis currently occupies space within UICI's Insurance
         Center data processing facility located at 9151 Grapevine Highway,
         North Richland Hills, Texas (the "NRH Premises"), pursuant to an oral
         agreement between UICI and Healthaxis. On the Effective Date, UICI and
         Healthaxis will execute and deliver a transition agreement addressing,
         among other things, the continued use and occupation of the facilities
         for a period ending December 31, 2002 (the "Transition Period") and
         other transition issues. UICI will agree pursuant to the transition
         agreement to waive and discharge Healthaxis from liability for payment
         of monthly rent on the NRH Premises for a period ending December 31,
         2002; provided, however, that on and after December 31, 2002 and
         termination of Healthaxis's right to use and occupy the NRH Premises,
         monthly holdover rent will commence at the rate of $50,000 per month.
         Except as provided in Section 9.2 hereof, UICI shall bear no
         responsibility for the Healthaxis employees situated within the NRH
         Premises or for the data processing equipment that Healthaxis continues
         to maintain at the NRH Premises. Healthaxis shall be responsible for
         any and all losses and damages to its employees and equipment at the
         NRH Premises, including all losses and damages arising from the actions
         of third parties and acts of God. UICI has agreed to provide to
         Healthaxis the NRH Premises on a rent-free basis to December 31, 2002
         as an accommodation and on an "as-is, where-is" basis with no
         obligations to UICI as a landlord in any respect.

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         8. Non-Solicitation. For a period of six months following the Effective
Date, Healthaxis will not solicit for employment directly, nor employ, any
current employee of UICI without the prior written consent of UICI. Except as is
otherwise specifically contemplated hereby, for a period of six months following
the Effective Date, UICI will not solicit for employment directly, nor employ,
any current employee of Healthaxis (other than Designated AST Employees) without
the prior written consent of Healthaxis.

         9. Indemnification.

                  9.1. Indemnification by Healthaxis. Healthaxis agrees to
         indemnify and hold harmless UICI and its directors, officers,
         successors, agents, employees, partners, representatives, heirs,
         assigns, affiliates and subsidiaries harmless from and against any and
         all losses, damages (excluding punitive, consequential and
         extra-contractual damages), liabilities, regulatory fines, penalties,
         costs and expenses (including, without limitation, attorneys' fees,
         investigation costs and all other reasonable costs associated with the
         defense thereof) (collectively, "Losses"), as incurred, arising out of
         or relating to (a) breach of any of the covenants or agreements to be
         performed by Healthaxis hereunder; (b) breaches of any representation
         or warranty made by Healthaxis hereunder; (c) severance and other
         employee termination costs and claims associated with Non-Retained AST
         Employees; (d) claims of any AST Employees accruing in connection with
         activities on or prior to the Effective Date; (e) activities of any
         Healthaxis employee and/or losses to personal property situated at the
         NRH Premises; (f) any third party claims with respect to any Assumed
         Third Party Agreement arising out of activities on or prior to the
         Effective Date; (g) any third party claims arising out of the Old
         Ingenix Agreement; and (h) any claims made by or on behalf of any
         shareholder or group of shareholders of Healthaxis (including
         derivative claims), by any director of Healthaxis or any other third
         party or parties challenging the fairness to Healthaxis of the
         transactions contemplated by this Agreement.

                  9.2. Indemnification by UICI. UICI agrees to indemnify and
         hold harmless Healthaxis and its directors, officers, successors,
         agents, employees, partners, representatives, heirs, assigns,
         affiliates and subsidiaries harmless from and against any and all
         Losses, as incurred, arising out of or relating to (a) breach of any of
         the covenants or agreements to be performed by UICI hereunder; (b)
         breaches of any representation or warranty made by UICI hereunder; (c)
         actions taken by UICI after the Effective Date associated with Retained
         AST Employees; (d) any third party claims under or with respect to any
         Assumed Third Party Agreement arising out of activities after the
         Effective Date; (e) the gross negligence or willful misconduct of UICI
         in connection with the separation of American Administrative Group,
         Inc. from the UICI networks under separate agreements between UICI and
         AAG; (f) the gross negligence or willful misconduct of UICI resulting
         in an unreasonable disruption of the use of the NRH Premises by
         Healthaxis during the Transition Period; and (g) Assumed Employee
         Liabilities.

                  9.3. Conduct of Indemnification Proceedings.

                           9.3.1. If any proceeding shall be brought or asserted
                  against any person entitled to indemnification hereunder (an
                  "Indemnified Party"), such Indemnified Party promptly shall
                  notify the person from whom indemnity is sought (the
                  "Indemnifying Party") in writing, and the Indemnifying Party
                  shall assume the defense thereof, including the employment of
                  counsel reasonably satisfactory to the Indemnified Party and
                  the payment of all fees and expenses incurred in connection
                  with defense thereof; provided, however, that the failure of
                  any Indemnified Party to give such notice shall not relieve
                  the Indemnifying Party of its obligations or liabilities
                  pursuant to this Agreement, except

                                      -10-
<PAGE>

                  (and only) to the extent that it shall be finally determined
                  by a court of competent jurisdiction (which determination is
                  not subject to appeal or further review) that such failure
                  shall have proximately and materially adversely prejudiced the
                  Indemnifying Party.

                           9.3.2. An Indemnified Party shall have the right to
                  employ separate counsel in any such proceeding and to
                  participate in the defense thereof, but the fees and expenses
                  of such counsel shall be at the expense of such Indemnified
                  Party or Parties unless: (1) the Indemnifying Party has agreed
                  in writing to pay such fees and expenses; or (2) the
                  Indemnifying Party shall have failed promptly to assume the
                  defense of such Proceeding and to employ counsel reasonably
                  satisfactory to such Indemnified Party in any such Proceeding;
                  or (3) the named parties to any such proceeding (including any
                  impleaded parties) include both such Indemnified Party and the
                  Indemnifying Party, and such Indemnified Party shall have been
                  advised by counsel that a conflict of interest is likely to
                  exist if the same counsel were to represent such Indemnified
                  Party and the Indemnifying Party (in which case, if such
                  Indemnified Party notifies the Indemnifying Party in writing
                  that it elects to employ separate counsel at the expense of
                  the Indemnifying Party, the Indemnifying Party shall not have
                  the right to assume the defense thereof and such counsel shall
                  be at the reasonable expense of the Indemnifying Party). The
                  Indemnifying Party shall not be liable for any settlement of
                  any such proceeding effected without its written consent,
                  which consent shall not be unreasonably withheld. No
                  Indemnifying Party shall, without the prior written consent of
                  the Indemnified Party, effect any settlement of any pending
                  proceeding in respect of which any Indemnified Party is a
                  party, unless such settlement includes an unconditional
                  release of such Indemnified Party from all liability on claims
                  that are the subject matter of such proceeding.

                           9.3.3. All fees and expenses of the Indemnified Party
                  (including reasonable fees and expenses to the extent incurred
                  in connection with investigating or preparing to defend such
                  proceeding in a manner not inconsistent with this Section)
                  shall be paid to the Indemnified Party, as incurred, within
                  ten (10) business days of a detailed written notice thereof to
                  the Indemnifying Party (regardless of whether it is ultimately
                  determined that an Indemnified Party is not entitled to
                  indemnification hereunder; provided, that the Indemnifying
                  Party may require such Indemnified Party to undertake to
                  reimburse all such fees and expenses to the extent it is
                  finally judicially determined that such Indemnified Party is
                  not entitled to indemnification hereunder).

         10. Confidentiality. Each of the parties hereto agrees that the terms
of this Agreement, the negotiations leading to this Agreement, and this
Agreement shall be treated as strictly confidential, and that no such party
shall disclose, disseminate, or publicize, or cause or permit to be disclosed,
disseminated, or publicized the terms of this Agreement, the negotiations
leading to this Agreement or the Agreement to any Person, other than (a) orally
and confidentially to affected AST Employees; (b) confidentially to such party's
legal counsel and tax advisors under such circumstances where such persons have
a need to know, (c) to the extent necessary to report income to appropriate
taxing authorities; (d) to the extent required under applicable state and
federal securities laws; and (e) in response to an order or subpoena of a court
or governmental agency of competent jurisdiction, provided in such case that
notice of receipt of any such order or subpoena shall be immediately
communicated to the other parties hereto so that they may have an opportunity to
intervene and assert their rights with respect to non-disclosure prior to such
party's response to such order or subpoena.

         11. Other Agreements. Except with respect to the termination of the
Services Agreement as contemplated hereby, the rent free use of the NRH Premises
during the Transition Period and otherwise

                                      -11-
<PAGE>

solely to the extent as specifically modified or amended hereby, Healthaxis and
UICI confirm and acknowledge that each other agreement between the parties
hereto shall remain unmodified and in full force and effect.

         12. Transfer of Healthaxis Common Stock. During the one year period
ending June 15, 2003, UICI agrees that it will not, and will not permit any of
its Affiliates to, sell, transfer or otherwise dispose of any shares of
Healthaxis common stock, $0.10 par value per share, except (a) in privately
negotiated sales or (b) in market transactions in minimum blocks of 25,000
shares.

         13. General Matters.

                  13.1. Any notice, request, instruction or other document to be
         given hereunder shall be in writing and: (a) delivered personally; (b)
         sent by registered or certified United States mail, postage prepaid,
         return receipt requested; (c) sent by Federal Express or other
         similarly reputable overnight courier; or (d) transmitted by facsimile,
         according to the instructions set forth below. Such notices shall be
         sent to the following addresses and/or facsimile numbers and shall be
         deemed given: (w) if delivered personally, at the time delivered; (x)
         if sent by registered or certified United States mail, at the time
         deposited in the United States mail; (y) if sent by Federal Express or
         other similarly reputable overnight courier, at the time sent, or (z)
         if transmitted by facsimile, at the time when receipt is confirmed by
         the sending facsimile machine.

                                    If to UICI, to:

                                      UICI
                                    4001 McEwen Drive
                                    Suite 200
                                    Dallas, TX 75244
                                    Attention:       Mr. Gregory T. Mutz

                                    With a copy to:

                                    Mr. Glenn W. Reed
                                    Executive Vice President and General Counsel

                                    If to Healthaxis, to:

                                    Healthaxis, Inc.
                                    5215 North O'Connor Blvd.
                                    800 Central Tower
                                    Irving, TX 75039
                                    Attention:       Mr. James W. McLane

                                    With a copy to:

                                    Mr. John Carradine
                                    Chief Financial Officer

         or to such other address as such party may indicate by a notice
         delivered to the other parties hereto in accordance with the provisions
         of this Section 13.1.

                                      -12-
<PAGE>

                  13.2. This Agreement contains the entire understanding of the
         parties hereto with regard to the subject matter contained herein or
         therein, and supersedes all prior written or oral agreements,
         understandings or letters of intent between or among any of the parties
         hereto. This Agreement shall not be amended, modified or supplemented
         except by a written instrument signed by an authorized representative
         of each of the parties hereto.

                  13.3. The rights of each party under this Agreement shall not
         be assignable without the written consent of each of the other parties.

                  13.4. This Agreement shall be binding upon and inure to the
         benefit of the parties hereto and their successors and permitted
         assigns. Nothing in this Agreement, expressed or implied, is intended
         or shall be construed to confer upon any Person other than the parties
         and successors and assigns permitted by this Section 13.4 any right,
         remedy or claim under or by reason of this Agreement.

                  13.5. Headings to sections herein are inserted for convenience
         of reference only and are not intended to be part of or to affect the
         meaning or interpretation of this Agreement.

                  13.6. This Agreement has been mutually prepared, negotiated
         and drafted by each of the parties hereto and thereto. The parties
         agree that the terms of this Agreement shall be construed and
         interpreted against each party in the same manner and that no such
         provisions shall be construed or interpreted more strictly against one
         party on the assumption that an instrument is to be construed more
         strictly against the party which drafted the agreement. Any term or
         provision of this Agreement may be waived, or the time for its
         performance may be extended, pursuant to a written action by the party
         or parties entitled to the benefit thereof. Any such waiver shall be
         validly and sufficiently authorized for purposes of this Agreement if,
         as to any party, it is authorized in writing by an authorized
         representative of such party. The failure of any party hereto to
         enforce at any time any provision of this Agreement shall not be
         construed to be a waiver of such provision, nor in any way to affect
         the validity of this Agreement or any part hereof or the right of any
         party thereafter to enforce each and every such provision. No waiver of
         any breach of this Agreement shall be held to constitute a waiver of
         any other or subsequent breach.

                  13.7. Regardless of whether the transactions provided for in
         this Agreement are consummated, each party hereto will pay its own
         costs and expenses incident to the negotiation, preparation and
         performance of this Agreement, including the fees, expenses and
         disbursements of its counsel, financial advisors, and accountants.

                  13.8. Wherever possible, each provision hereof shall be
         interpreted in such manner as to be effective and valid under
         applicable law, but in case any one or more of the provisions contained
         herein shall, for any reason, be held to be invalid, illegal or
         unenforceable in any respect, such provision shall be ineffective to
         the extent, but only to the extent, of such invalidity, illegality or
         unenforceability without invalidating the remainder of such invalid,
         illegal or unenforceable provision or provisions or any other
         provisions hereof, unless such a construction would be unreasonable.

                  13.9. This Agreement may be executed in one or more
         counterparts, each of which shall be considered an original instrument,
         and shall become binding when one or more

                                      -13-
<PAGE>

         counterparts have been signed by each of the parties hereto and
         delivered to each of the parties hereto.

                  13.10. This Agreement shall be governed by and construed in
         accordance with the internal laws of the State of Texas, without giving
         effect to any choice of laws provisions that may direct the application
         of the laws of another jurisdiction.

                  13.11. Each of the parties hereby: (a) agrees that any action
         arising out of or related to this Agreement or any of the transactions
         contemplated hereby or thereby shall be filed and shall proceed
         exclusively in the federal and state courts located in Dallas, Texas;
         (b) irrevocably consents to jurisdiction in such courts; and (c) waives
         any and all objections to jurisdiction and venue in such courts that
         they may have under the federal or state laws of the United States.

                  13.12. The provisions of this Agreement are intended for the
         sole benefit of the parties hereto and shall not inure to the benefit
         of any other Person, other than successors and permitted assigns of
         parties hereto, whether as third party or otherwise.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement on and
as of the date first above written.

                              UICI

                               By: /s/ GLENN W. REED
                                   ---------------------------------------------
                               Name: Glenn W. Reed
                                     -------------------------------------------
                               Its: Executive Vice President and General Counsel
                                    --------------------------------------------

                               HEALTHAXIS, INC.

                               By: /s/ JOHN M. CARRADINE
                                   ---------------------------------------------
                               Name: John M. Carradine
                                     -------------------------------------------
                               Its: Chief Financial Officer
                                    --------------------------------------------

                                      -14-
<PAGE>

                                                                  SCHEDULE 2.1.4

                     SCHEDULE OF EMPLOYEE ADJUSTMENT AMOUNT

         The following costs associated with Chad Congos will be reimbursed by
Healthaxis to UICI:

<TABLE>
<CAPTION>

                           Cost                                    Amount

<S>                                                                <C>
MS Windows 2000 Class                                              $2,300.00

Cisco Works Class                                                  $3,395.00

Two weeks salary while attending classes                           $3,000.00

Training cost of replacement                                       $3,000.00
                                                                    --------

         Total                                                    $11,695.00
                                                                   =========
</TABLE>

<PAGE>

                                                                  SCHEDULE 2.1.5

             SCHEDULE OF ASSUMED THIRD PARTY CONSULTING ARRANGEMENTS

<TABLE>
---------------------------------------------------------------------------
<S>                                                    <C>
      Name of Consultant                               Written Agreement
---------------------------------------------------------------------------
Al Hogan
---------------------------------------------------------------------------
Troy Howard
---------------------------------------------------------------------------
Ann Teeter
---------------------------------------------------------------------------
Michael Burec (contract terminates 5/31/02)
---------------------------------------------------------------------------
Hilda Crawford
---------------------------------------------------------------------------
Dan Mahaley
---------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                    SCHEDULE 4.1

                      SCHEDULE OF DESIGNATED AST EMPLOYEES