FIRST AMENDMENT to AGREEMENT This First Amendment to Agreement (this "Amendment") is made and entered into by and between Insurdata Imaging Services, L.L.C. ("IIS"), The MEGA Life and Health Insurance Company ("MEGA") and Mid-West National Life...

                                 FIRST AMENDMENT
                                       to
                                    AGREEMENT

     This First Amendment to Agreement (this "Amendment") is made and entered
into by and between Insurdata Imaging Services, L.L.C. ("IIS"), The MEGA Life
and Health Insurance Company ("MEGA") and Mid-West National Life Insurance
Company of Tennessee ("Mid-West") (MEGA and Mid-West are herein referred to
collectively as the "Companies"), to be effective as of the date specified
herein.

     WHEREAS, IIS and the Companies previously entered into that certain
Agreement (the "Agreement") effective as of May 1, 1999, setting forth the terms
and conditions pursuant to which IIS provides to Companies certain healthcare
claims data capture and related services as specified therein; and

     WHEREAS, the Agreement expires on December 31, 1999, and the parties now
desire to renew and extend the Agreement as provided herein.

     NOW, THEREFOR, for and in consideration of the mutual covenants and
agreements contained herein and in the Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed, IIS and the Companies do hereby agree to amend the Agreement as
follows:

          1. Pursuant to Section 2 of the Agreement, the parties hereby renew
     and extend the Agreement for a one (1) year term, which renewal term shall
     begin on January 1, 2000, and expire on December 31, 2000, unless further
     renewed and extended. The renewal and extension as provided for in this
     Amendment is subject to any required regulatory approval as provided for in
     Section 2 of the Agreement.

          2. Except as expressly amended as provided above, the Agreement shall
     continue in full force and effect in accordance with its terms.

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
this ______ day of November, 1999, to be effective as of January 1, 2000.


INSURDATA IMAGING SERVICES, L.L.C.


By:      /s/ Xxxxxxx X. Xxxxxxxxxxx
         --------------------------
         Xxxxxxx X. Xxxxxxxxxxx
         President and CEO




THE MEGA LIFE AND HEALTH
INSURANCE COMPANY


By:      /s/ Xxxxxxxx X. Xxxxxxx
         ------------------------
         Xxxxxxxx X. Xxxxxxx
         Executive Vice President


MID-WEST NATIONAL LIFE INSURANCE
COMPANY OF TENNESSEE


By:      /s/ Xxxxxxxx X. Xxxxxxx
         ------------------------
         Xxxxxxxx X. Xxxxxxx
         Executive Vice President