AMENDMENT TO

                                  AMENDMENT TO

                              AMENDED AND RESTATED
                      AGREEMENT AND PLAN OF REORGANIZATION

         This Amendment to Amended and Restated Agreement and Plan of
Reorganization (this "AMENDMENT") is effective as of December 17, 1999 by and
among SelectQuote Insurance Services, a California corporation ("SQIS"),
SelectTech, a Nevada corporation ("SELECTTECH"), SelectQuote, Inc., a Delaware
corporation ("HOLDING COMPANY"), and SelectQuote Acquisition Sub, a California
corporation and a wholly owned subsidiary of Holding Company ("SUB").

                                    RECITALS

         A. The Boards of Directors of SQIS, SelectTech, Holding Company and Sub
have approved the proposed merger of SelectTech and Sub with and into SQIS (the
"MERGER") in accordance with the California General Corporation Law (the "CGCL")
and pursuant to and subject to the terms of the Merger Agreement (the "MERGER
AGREEMENT") to be executed by SQIS, SelectTech, Holding Company and Sub prior to
the effective time of the Merger.

         B. On August 17, 1999, the parties executed an Agreement and Plan of
Reorganization, which was amended by an Amended and Restated Agreement and Plan
of Reorganization (the "ORIGINAL AGREEMENT") dated as of August 17, 1999.

         C. The parties desire to enter into this Amendment for the purpose of
setting forth changes regarding the assumption of certain agreements.

                                   AGREEMENT

         NOW, THEREFORE, in consideration of the promises and the
representations, warranties and agreements contained in this Agreement, the
parties agree as follows:

         1. Section 2.09(e) shall be amended and restated to read in its
entirety as follows:

         "(e) Holding Company shall assume the obligations of SelectTech
pursuant to the existing Investor Rights Agreement among SelectTech and certain
of its shareholders, and shall enter into a SelectQuote, Inc. Registration
Rights Agreement with certain of the SelectTech shareholders and certain other
stockholders of Holding Company, which agreement will supersede the existing
Registration Rights Agreement among SelectTech and certain of its shareholders."

         2. The General Provisions of Sections 10.01 through 10.06 of the
Original Agreement are hereby incorporated into this Amendment by this
reference.






         IN WITNESS WHEREOF, the parties have duly executed this Amendment to
Agreement and Plan of Reorganization as of the date first written above.

SELECTQUOTE INSURANCE SERVICES               SELECTTECH

By: Xxxxxx X. Xxxxx                          By: Xxxxxx X. Xxxxxx
Title: President                             Title: President

By: Xxxxx Xxxxx                              By: Xxxxx X. Xxxxxxx
Title: Secretary                             Title:  Secretary

SELECTQUOTE, INC.                            SELECTQUOTE ACQUISITION SUB

By: Xxxxxx X. Xxxxxx                         By: Xxxxxx X. Xxxxx
Title: President                             Title: President

By: Xxxxx X. Xxxxxxx                         By: Xxxxx X. Xxxxxxx
Title: Assistant Secretary                   Title: Secretary