0001145443-06-000960 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2006 • Healthaxis Inc • Services-computer programming services • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Healthaxis, Ltd., a Texas limited partnership (the “Company”) and an indirect wholly owned subsidiary of HealthAxis Inc., a Pennsylvania corporation (the “Parent”), and Ronald K. Herbert (the “Executive”), as of the 31st day of December, 2005.

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Oral Agreement between Registrant and James W. McLane
Change in Control Employment Agreement • March 29th, 2006 • Healthaxis Inc • Services-computer programming services

The Company is a party to a Change in Control Employment Agreement dated January 1, 2002 with James W. McLane, its Chairman and former Chief Executive Officer (the “Agreement”). The Agreement was amended pursuant to a First Amendment dated January 1, 2003 and a Second Amendment dated May 13, 2005 (the “Second Amendment”). On November 19, 2005, the Company’s Compensation Committee, on behalf of the Company, and Mr. McLane reached an oral agreement to modify the Agreement, as amended. Under the terms of this oral agreement, effective as of January 1, 2006, Mr. McLane ceased to be an employee and now provides consulting services to the Company. The Company has agreed to pay Mr. McLane a consulting fee of $10,000 per month through June 30, 2006. Mr. McLane continues to serve as Chairman of the Board and, effective July 1, 2006 and thereafter, Mr. McLane will receive a $5,000 fee in his capacity as Chairman for each meeting of the Board of Directors attended, unless an alternative arrangeme

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