AMENDMENT TO SOFTWARE LICENSE
AND CONSULTING AGREEMENT
This AMENDMENT TO SOFTWARE LICENSE AND CONSULTING AGREEMENT (this
"Amendment") is executed as of the 15th day of September, 2000, by and between
Digital Insurance, Inc., a Delaware corporation ("Digital"), and XxxxxxXxxx.xxx,
Inc., a Pennsylvania corporation ("HealthAxis").
W I T N E S S E T H:
WHEREAS, Digital and HealthAxis have executed that certain Software
License and Consulting Agreement dated June 30, 2000, (the "Software License and
Consulting Agreement") in connection with a closing contemplated under that
certain Asset Purchase Agreement dated as of June 30, 2000 between the parties;
WHEREAS, the Escrow Closing contemplated by the Asset Purchase
Agreement has been deferred;
WHEREAS, the parties desire to amend the Software License and
Consulting Agreement as set forth herein;
WHEREAS, the parties desire to deliver the Software License and
Consulting Agreement and this Amendment to be held pursuant to the terms of that
certain Closing Escrow Agreement dated as of September 15, 2000, among the
parties and SunTrust Bank (the "Escrow Agreement");
NOW THEREFORE, in consideration of Ten Dollars ($10.00), and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt, adequacy and legal sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:
Section 1. Amendments to Software License and Consulting Agreement. The
following Sections of the Software License and Consulting Agreement are amended
as follows:
(a) Section 4.1 is hereby deleted in its entirety and replaced with the
following:
"4.1 License Fee and Payment. In consideration of the grant of the
license by HealthAxis as provided in Article II hereof, Digital shall
pay to HealthAxis a License Fee (herein so called) in the total amount
of Three Million Dollars ($3,000,000) which shall be payable in eight
(8) quarterly installments, each in the amount of Three Hundred Seventy
Five Thousand Dollars ($375,000) plus fixed simple interest accrued on
the entire unpaid balance of the License Fee at 9.5% per annum (with
the first quarterly payment being due and payable six (6) months after
the date of the Escrow Closing and with each subsequent installment
being due on the same day of the first month of each succeeding
three-month period thereafter until the balance of the License Fee has
been paid in full). Accrued interest on the outstanding balance shall
commence as of July 1, 2000, and shall be paid on October 2, 2000 and
January 2, 2001. All accrued interest payable thereafter shall be paid
at the time of payment of outstanding principal amounts."
(b) Section 5.5 is hereby amended to delete the third (3rd) sentence in
Section 5.5 ("Payment on all invoices shall be due net 30 days") and to
substitute the following therefor:
"Payment on all invoices shall be due net thirty (30) days, except that
the Service Fees payable in 5.4(a) and 5.4(b) above for services
performed by HealthAxis during the months of July 2000, August 2000,
September 2000 and October 2000 on behalf of Digital shall be earned as
performed, but shall be due and payable on July 31, 2001, August 31,
2001, September 30, 2001 and October 31, 2001, respectively. Such
payable amounts shall also accrue and include interest from the later
of (i) the date of the Escrow Closing under the Escrow Agreement or
(ii) their original respective due dates, through the revised
respective due dates at the simple rate of interest of 9.5% per annum."
Section 2. No Outstanding Fees under Section 5.4(b). The parties
mutually acknowledge and agree that as of the date hereof, no services under
Section 5.4(b) of the Software License and Consulting Agreement have either been
authorized or incurred and, accordingly, no charges or fees under said Section
5.4(b) have been incurred or accrued as of the date hereof.
Section 3. Full Force and Effect. Subject to the final consummation of
the Closing pursuant to the Escrow Agreement, the Software License and
Consulting Agreement, as amended hereby, shall remain in full force and effect.
To the extent there are any inconsistencies between the terms of this Amendment
and the terms of the Software License and Consulting Agreement, the terms of
this Amendment shall prevail.
Section 4. Counterparts. This Amendment may be executed in several
counterparts, each of which when fully executed shall be an original, and all
such counterparts taken together shall be deemed to constitute one and the same
amendment. Delivery of any signature page via telecopy or other electronic
facsimile transmission shall be deemed equivalent to physical delivery of the
original signature page. Any signature page of any counterpart hereof, whether
bearing an original signature or an electronic facsimile transmission of a
signature, may be appended to any other counterpart hereof to form a completely
executed counterpart hereof.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized representatives effective as of the date first
above written.
DIGITAL INSURANCE, INC. XXXXXXXXXX.XXX, INC.
BY: /s/ XXXXXX X. XXXXXXX BY: /s/ XXXXXXX XXXXXX
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XXXXXX X. XXXXXXX XXXXXXX XXXXXX
President & CEO President & CEO
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