Change in Control Employment Agreement - Healthaxis Inc. and Jonathan B. Webb


                     CHANGE IN CONTROL EMPLOYMENT AGREEMENT


     AGREEMENT 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 Jonathan B. Webb (the "Executive"),
dated as of the 1st day of January, 2002.

     The Board of Managers of Healthaxis Managing Partner, LLC, the general
partner of the Company (the "Managers"), has determined that it is in the best
interests of the Company and its partners to assure that the Company will have
the continued dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change in Control (as defined below). The Managers
believe it is imperative to diminish the inevitable distraction of the Executive
by virtue of the personal uncertainties and risks created by a pending or
threatened Change in Control and to encourage the Executive's full attention and
dedication to the Company currently and in the event of any threatened or
pending Change in Control, and to provide the Executive with compensation and
benefits arrangements upon a Change in Control which ensure that the
compensation and benefits expectations of the Executive will be satisfied and
which are competitive with those of other corporations. Therefore, in order to
accomplish these objectives, the Managers, at the direction and with the
approval of the Board of Directors of the Parent, have caused the Company to
enter into this Agreement.

     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     1.   CERTAIN DEFINITIONS.

          (a)  The "Effective Date" shall mean the first date during the Change
               in Control Period (as defined in Section 1(b)) on which a Change
               in Control (as defined in Section 1(d)) occurs. Anything in this
               Agreement to the contrary notwithstanding, the "Effective Date"
               shall mean the date immediately prior to the date of the
               Executive's termination of employment, if such termination occurs
               either (i) within six (6) months prior to a Change in Control; or
               (ii) prior to a Change in Control and reasonably demonstrated by
               the Executive to be at the request of a third party who has taken
               steps reasonably calculated to effect a Change in Control or
               otherwise arising in connection with or anticipation of a Change
               in Control.

          (b)  The "Change in Control Period" shall mean the period commencing
               on the date hereof and ending on the third anniversary of the
               date hereof, provided, however, that commencing on the date one
               year after the date hereof, and on each annual anniversary of
               such date (such date and each annual anniversary thereof shall be
               hereinafter referred to as the "Renewal Date"), unless previously
               terminated, the Change in Control Period shall be automatically
               extended so as to terminate three years from such 




               Renewal Date, unless at least 60 days prior to the Renewal Date
               the Company shall give notice to the Executive that the Change in
               Control Period shall not be so extended.

          (c)  "Subsidiary" shall mean any corporation or other entity taxable
               as a corporation under Section 7701(a)(3) of the Internal Revenue
               Code of 1986, as amended (the "Code") that is a member of the
               "affiliated group" as defined in Section 1504(a) of the Code of
               which the Parent is a common parent corporation; provided,
               however, that in each case the subsidiary corporation or other
               entity must be consolidated in the Parent's financial statements.

          (d)  "Change in Control" shall mean (i) a merger or consolidation of
               the Parent or the Company with or into another corporation in
               which the Parent or the Company shall not be the surviving
               corporation (for purposes of this clause (i), a merger or
               consolidation in which the Parent or the Company becomes a
               subsidiary of another entity shall not be deemed a transaction in
               which the Parent or the Company is the surviving corporation);
               (ii) a dissolution of the Parent or the Company, provided,
               however, that a dissolution of the Company which is a direct
               result of the Company's default on the outstanding two percent
               (2%) convertible debt held by Brown Simpson Partners I, Ltd. and
               other investors shall not be treated as triggering a Change in
               Control under this Section 1(d); (iii) a transfer of all or
               substantially all of the assets of the Parent or the Company in
               one transaction or a series of related transactions to one or
               more other persons or entities; (iv) any "person" or "group" (as
               those terms are used in Sections 13(d) and 14(d) of the
               Securities Exchange Act of 1934, as amended from time to time
               (the "1934 Act"), other than Excluded Persons (as defined below),
               becomes the "beneficial owner" (as defined in Rule 13d-3 of the
               1934 Act), directly or indirectly, of securities of the Parent or
               the Company representing 50% or more of the combined voting power
               of the Parent's or the Company's then outstanding securities; (v)
               after January 1, 2002, UICI and/or any affiliate of UICI
               acquires, directly or indirectly, the power to vote over 50% of
               the voting securities of the Parent or the Company, provided,
               however, that any shares UICI acquires as a direct result of a
               forfeiture of the options to acquire shares of the Company's
               common stock held in the Founders Plan Voting Trust shall not be
               included in any determination as to whether UICI has acquired the
               power to vote over 50% of the voting securities of the Parent or
               the Company; (vi) after January 1, 2002, individuals who at the
               beginning of the period constituted the Board of Directors of the
               Parent (the "Board") (together with any new directors whose
               election by such Board or whose nomination for election by the
               stockholders of the Parent was approved by a majority of the
               directors then still in office who were either directors at the
               beginning of such period or whose election or nomination for
               election was previously so approved) cease for any reason to
               constitute at least a majority of the Board of Directors then in
               office; or (vii) a significant 


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               reorganization of the Parent or the Company occurs, such as a
               spin-off, sale of assets of a business or other restructuring,
               and as a result, the duties and responsibilities of the Executive
               are materially reduced. The term "Excluded Persons" means UICI,
               any affiliate of UICI, and a trustee or other fiduciary holding
               securities under an employee benefit plan of the Parent or the
               Company.

               For purposes hereof, a person will be deemed to be the beneficial
               owner of any voting securities of the Parent which it would be
               considered to beneficially own under Securities and Exchange
               Commission Rule 13d-3 (or any similar or superseding statute or
               rule from time to time in effect).

     2.   EMPLOYMENT PERIOD. The Company hereby agrees to continue the Executive
in its employ, and the Executive hereby agrees to remain in the employ of the
Company subject to the terms and conditions of this Agreement, for the period
commencing on the Effective Date and ending on the third anniversary of such
date (the "Employment Period").

     3.   TERMS OF EMPLOYMENT.

          (a)  POSITION AND DUTIES.

               (i)  During the Employment Period, (A) the Executive's position
                    (including status, offices, titles and reporting
                    requirements), authority, duties and responsibilities shall
                    be at least commensurate in all material respects with the
                    most significant of those held, exercised and assigned at
                    any time during the 120-day period immediately preceding the
                    Effective Date and (B) the Executive's services shall be
                    performed at the location where the Executive was employed
                    immediately preceding the Effective Date or any office or
                    location less than 35 miles from such location.

               (ii) During the Employment Period, and excluding any periods of
                    vacation and sick leave to which the Executive is entitled,
                    the Executive agrees to devote reasonable attention and time
                    during normal business hours to the business and affairs of
                    the Company and, to the extent necessary to discharge the
                    responsibilities assigned to the Executive hereunder, to use
                    the Executive's reasonable best efforts to perform
                    faithfully and efficiently such responsibilities. During the
                    Employment Period it shall not be a violation of this
                    Agreement for the Executive to (A) serve on corporate, civic
                    or charitable boards or committees, and (B) manage personal
                    investments, so long as such activities do not significantly
                    interfere with the performance of the Executive's
                    responsibilities as an employee of the Company in accordance
                    with this Agreement.


                                      -3-


          (b)  COMPENSATION.

               (i)  BASE SALARY. During the Employment Period, the Executive
                    shall receive an annual base salary ("Annual Base Salary"),
                    which shall be paid at a monthly rate, at least equal to
                    twelve times the highest monthly base salary paid or
                    payable, including any base salary which has been earned but
                    deferred, to the Executive by the Company and its affiliated
                    companies in respect of the twelve-month period immediately
                    preceding the month in which the Effective Date occurs.
                    During the Employment Period, the Annual Base Salary shall
                    be reviewed no more than 12 months after the last salary
                    increase awarded to the Executive prior to the Effective
                    Date and thereafter at least annually. Any increase in
                    Annual Base Salary shall not serve to limit or reduce any
                    other obligation to the Executive under this Agreement.
                    Annual Base Salary shall not be reduced after any such
                    increase and the term Annual Base Salary as utilized in this
                    Agreement shall refer to Annual Base Salary as so increased.
                    As used in this Agreement, the term "affiliated companies"
                    shall include the Parent, the Subsidiaries, and any other
                    company controlled by, controlling or under common control
                    with the Company.

               (ii) ANNUAL BONUS. In addition to Annual Base Salary, the
                    Executive shall be awarded, for each fiscal year ending
                    during the Employment Period, an annual bonus (the "Annual
                    Bonus") in cash at least equal to the Executive's highest
                    comparable bonus under any predecessor or successor plan,
                    for the last three full fiscal years prior to the Effective
                    Date (annualized in the event that the Executive was not
                    employed by the Company for the whole of such fiscal year).
                    Each such Annual Bonus shall be paid no later than the end
                    of the third month of the fiscal year next following the
                    fiscal year for which the Annual Bonus is awarded, unless
                    the Executive shall elect to defer the receipt of such
                    Annual Bonus.

              (iii) INCENTIVE, SAVINGS AND RETIREMENT PLANS. During the
                    Employment Period, the Executive shall be entitled to
                    participate in all incentive, savings and retirement plans,
                    practices, policies and programs applicable generally to
                    other peer executives of the Company and its affiliated
                    companies, but in no event shall such plans, practices,
                    policies and programs provide the Executive with incentive
                    opportunities (measured with respect to both regular and
                    special incentive opportunities, to the extent, if any, that
                    such distinction is applicable), savings opportunities and
                    retirement benefit opportunities, in each case, less
                    favorable, in the aggregate, than the most favorable of
                    those provided by the Company and its affiliated companies
                    for the Executive under such plans, practices, policies and
                    programs as in effect at any time during the 120-day period


                                      -4-


                    immediately preceding the Effective Date or if more
                    favorable to the Executive, those provided generally at any
                    time after the Effective Date to other peer executives of
                    the Company and its affiliated companies.

               (iv) WELFARE BENEFIT PLANS. During the Employment Period, the
                    Executive and/or the Executive's family, as the case may be,
                    shall be eligible for participation in and shall receive all
                    benefits under welfare benefit plans, practices, policies
                    and programs provided by the Company and its affiliated
                    companies (including, without limitation, medical,
                    prescription, dental, disability, employee life, group life,
                    accidental death and travel accident insurance plans and
                    programs) to the extent applicable generally to other peer
                    executives of the Company and its affiliated companies, but
                    in no event shall such plans, practices, policies and
                    programs provide the Executive with benefits which are less
                    favorable, in the aggregate, than the most favorable of such
                    plans, practices, policies and programs in effect for the
                    Executive at any time during the 120-day period immediately
                    preceding the Effective Date or, if more favorable to the
                    Executive, those provided generally at any time after the
                    Effective Date to other peer executives of the Company and
                    its affiliated companies.

               (v)  EXPENSES. During the Employment Period, the Executive shall
                    be entitled to receive prompt reimbursement for all
                    reasonable expenses incurred by the Executive in accordance
                    with the most favorable policies, practices and procedures
                    of the Company and its affiliated companies in effect for
                    the Executive at any time during the 120-day period
                    immediately preceding the Effective Date or, if more
                    favorable to the Executive, as in effect generally at any
                    time thereafter with respect to other peer executives of the
                    Company and its affiliated companies.

     4.   TERMINATION OF EMPLOYMENT.

          (a)  DEATH OR DISABILITY. The Executive's employment shall terminate
               upon the Executive's death during the Employment Period. If the
               Company determines in good faith that the Disability of the
               Executive has occurred during the Employment Period (pursuant to
               the definition of Disability set forth below), it may give to the
               Executive written notice in accordance with Section 11(b) of this
               Agreement of its intention to terminate the Executive's
               employment. In such event, the Executive's employment with the
               Company shall terminate effective on the 30th day after receipt
               of such notice by the Executive (the "Disability Effective
               Date"), provided that, within 30 days after such receipt, the
               Executive shall not have returned to full-time performance of the
               Executive's duties. For purposes of this Agreement, "Disability"
               shall have the meaning set forth in the long-term 


                                      -5-


               disability plan providing benefits to disabled executives of the
               Company and its affiliated companies at the Disability Effective
               Date or, if more favorable to the Executive, as in effect during
               the 120-day period immediately preceding the Effective Date. If
               there is no long term disability plan in effect for executives at
               the Effective Date, "Disability" shall mean the absence of the
               Executive from the Executive's duties with the Company on a
               full-time basis for 180 consecutive business days as a result of
               incapacity due to mental or physical illness which is determined
               to be total and permanent by a physician selected by the Company
               or its insurers and acceptable to the Executive or the
               Executive's legal representative.

          (b)  CAUSE. The Company may terminate the Executive's employment
               during the Employment Period for Cause. For purposes of this
               Agreement, "Cause" shall mean:

               (i)  the willful and continued failure of the Executive to
                    perform substantially the Executive's duties with the
                    Company or one of its affiliates to the extent, degree and
                    level of performance as provided in Section 3(a)(ii) (other
                    than any such failure resulting from incapacity due to
                    physical or mental illness), after a written demand for
                    substantial performance is delivered to the Executive by the
                    Board or the Chief Executive Officer of the Company which
                    specifically identifies the manner in which the Board or
                    Chief Executive Officer believes that the Executive has not
                    substantially performed the Executive's duties, or

               (ii) the willful engaging by the Executive in illegal conduct or
                    gross misconduct which is materially and demonstrably
                    injurious to the Company.

          For purposes of this provision, no act or failure to act, on the part
          of the Executive, shall be considered "willful" unless it is done, or
          omitted to be done, by the Executive in bad faith or without
          reasonable belief that the Executive's action or omission was in the
          best interests of the Company. Any act, or failure to act, based upon
          authority given pursuant to a resolution duly adopted by the Board or
          upon the instructions of the Chief Executive Officer or a senior
          officer of the Company or based upon the advice of counsel for the
          Company shall be conclusively presumed to be done, or omitted to be
          done, by the Executive in good faith and in the best interests of the
          Company. The cessation of employment of the Executive shall not be
          deemed to be for Cause unless and until there shall have been
          delivered to the Executive a copy of a resolution duly adopted by the
          affirmative vote of not less than three-quarters of the entire
          membership of the Board at a meeting of the Board called and held for
          such purpose (after reasonable notice is provided to the Executive and
          the Executive is given an opportunity, together with counsel, to be
          heard before the Board), finding 


                                      -6-


          that, in the good faith opinion of the Board, the Executive is guilty
          of the conduct described in subparagraph (i) or (ii) above, and
          specifying the particulars thereof in detail.

          (c)  GOOD REASON. The Executive's employment may be terminated by the
               Executive for Good Reason. For purposes of this Agreement, "Good
               Reason" shall mean:

               (i)  the assignment of the Executive to a position in which the
                    Executive's authority, duties or responsibilities are
                    materially diminished from the authority, duties or
                    responsibilities as contemplated by Section 3(a) of this
                    Agreement, or any other action by the Company or its
                    affiliated companies which results in a material diminution
                    in such position, authority, duties or responsibilities,
                    excluding for this purpose an isolated, insubstantial and
                    inadvertent action not taken in bad faith and which is
                    remedied by the Company promptly after receipt of notice
                    thereof given by the Executive;

               (ii) any failure by the Company or its affiliated companies to
                    comply with any of the provisions of Section 3(b) of this
                    Agreement, other than an isolated, insubstantial and
                    inadvertent failure not occurring in bad faith and which is
                    remedied by the Company promptly after receipt of notice
                    thereof given by the Executive;

              (iii) the Company's requiring the Executive to be based at any
                    office or location other than as provided in Section
                    3(a)(i)(B) hereof or the Company's requiring the Executive
                    to travel on Company business to a substantially greater
                    extent than required immediately prior to the Effective
                    Date;

               (iv) any purported termination by the Company of the Executive's
                    employment otherwise than as expressly permitted by this
                    Agreement; or

               (v)  any failure by the Company to comply with and satisfy
                    Section 10(c) of this Agreement.

               For purposes of this Section 4(c), any good faith determination
               of Good Reason made by the Executive shall be conclusive.
               Anything in this Agreement to the contrary notwithstanding, a
               termination by the Executive for any reason during the 30-day
               period immediately following the first anniversary of the
               Effective Date shall be deemed to be a termination for Good
               Reason for all purposes of this Agreement.

          (d)  NOTICE OF TERMINATION. Any termination by the Company for Cause,
               or by the Executive for Good Reason, shall be communicated by
               Notice of 


                                      -7-


               Termination to the other party hereto given in accordance with
               Section 11(b) of this Agreement. For purposes of this Agreement,
               a "Notice of Termination" means a written notice which (i)
               indicates the specific termination provision in this Agreement
               relied upon, (ii) to the extent applicable, sets forth in
               reasonable detail the facts and circumstances claimed to provide
               a basis for termination of the Executive's employment under the
               provision so indicated and (iii) if the Date of Termination (as
               defined below) is other than the date of receipt of such notice,
               specifies the termination date (which date shall be not more than
               30 days after the giving of such notice). The failure by the
               Executive or the Company to set forth in the Notice of
               Termination any fact or circumstance which contributes to a
               showing of Good Reason or Cause shall not waive any right of the
               Executive or the Company, respectively, hereunder or preclude the
               Executive or the Company, respectively, from asserting such fact
               or circumstance in enforcing the Executive's or the Company's
               rights hereunder.

          (e)  DATE OF TERMINATION. "Date of Termination" means (i) if the
               Executive's employment is terminated by the Company for Cause, or
               by the Executive for Good Reason, the date of receipt of the
               Notice of Termination or any later date specified therein, as the
               case may be, (ii) if the Executive's employment is terminated by
               the Company other than for Cause or Disability, the Date of
               Termination shall be the date on which the Company notifies the
               Executive of such termination, and (iii) if the Executive's
               employment is terminated by reason of death or Disability, the
               Date of Termination shall be the date of death of the Executive
               or the Disability Effective Date, as the case may be.

     5.   OBLIGATIONS OF THE COMPANY UPON TERMINATION.

          (a)  GOOD REASON, OTHER THAN FOR CAUSE, DEATH OR DISABILITY. If,
               during the Employment Period, the Company shall terminate the
               Executive's employment other than for Cause or Disability or the
               Executive shall terminate employment for Good Reason:

               (i)  the Company shall pay to the Executive in a lump sum in cash
                    within 30 days after the Date of Termination the aggregate
                    of the following amounts:

                    A.   the sum of (1) the Executive's Annual Base Salary
                         through the Date of Termination to the extent not
                         theretofore paid, (2) the product of (x) the Annual
                         Bonus which would have been paid for the year in which
                         the Executive's Date of Termination occurs, and (y) a
                         fraction, the numerator of which is the number of days
                         in the current fiscal year through the Date of
                         Termination, and the denominator of which is 365 and
                         (3) any compensation previously deferred 


                                      -8-


                         by the Executive (together with any accrued interest or
                         earnings thereon) and any accrued vacation pay, in each
                         case to the extent not theretofore paid (the sum of the
                         amounts described in clauses (1), (2), and (3) shall be
                         hereinafter referred to as the "Accrued Obligations");
                         and

                    B.   the amount equal to the sum of (x) the Executive's
                         Annual Base Salary and (y) the Executive's Target
                         Bonus. For purposes of the preceding sentence, the
                         Executive's Target Bonus shall be an amount equal to
                         the average of the annual bonuses received by the
                         Executive pursuant to the Company's Management
                         Incentive Plan (or any similar future bonus program)
                         for the preceding three years, provided, however, that
                         (a) any Target Bonus paid during 2002 shall be equal to
                         $41,300, (b) any Target Bonus paid during 2003 shall be
                         equal to the average of $41,300 and the 2002 actual
                         bonus amount and (c) any Target Bonus paid during 2004
                         shall be equal to the average of $41,300, the 2002
                         actual bonus amount and the 2003 actual bonus amount.

               (ii) all stock options or restricted stock awarded to the
                    Executive by either the Parent or a successor by merger,
                    consolidation or otherwise, including, but not limited to,
                    all awards under the HealthAxis Inc. 2000 Stock Option Plan,
                    the Healthaxis.com, Inc. 1998 Amended and Restated Stock
                    Plan, and the Insurdata Incorporated 1999 Stock Option Plan,
                    shall become 100% vested and, the stock options shall be
                    exercisable for a period equal to thirty-six (36) months
                    after the Executive's Date of Termination; provided,
                    however, that if the Executive terminates his employment for
                    "Good Reason" and the basis for such "Good Reason" is
                    voluntary resignation during the 30 day period immediately
                    following the first anniversary of a Change in Control (as
                    provided in the final paragraph of Section 4(c)), then (a)
                    the vesting provisions of the Executive's restricted stock
                    (if any) and stock options shall remain unchanged, and (b)
                    the Executive's stock options shall be exercisable during
                    the exercise period provided in his stock option award
                    agreement and/or under the applicable option plan's terms;

              (iii) for twelve (12) months after the Executive's Date of
                    Termination, or such longer period as may be provided by the
                    terms of the appropriate plan, program, practice or policy,
                    the Company shall continue benefits to the Executive and/or
                    the Executive's family at least equal to those which would
                    have been provided to them in accordance with the plans,
                    programs, practices and policies described in Section
                    3(b)(iv) of this Agreement if the Executive's employment 


                                      -9-


                    had not been terminated or, if more favorable to the
                    Executive, as in effect generally at any time thereafter
                    with respect to other peer executives of the Company and its
                    affiliated companies and their families, provided, however,
                    that if the Executive becomes re-employed with another
                    employer and is eligible to receive equivalent medical or
                    other welfare benefits under another employer provided plan,
                    the medical and other welfare benefits described herein
                    shall be secondary to those provided under such other plan
                    during such applicable period of eligibility.

               (iv) the Company shall, at its sole expense as incurred, provide
                    the Executive with outplacement services for a period of
                    twelve (12) months, the provider of which shall be selected
                    by the Executive in his sole discretion; and

               (v)  to the extent not theretofore paid or provided, the Company
                    shall timely pay or provide to the Executive any other
                    amounts or benefits required to be paid or provided or which
                    the Executive is eligible to receive under any plan,
                    program, policy or practice or contract or agreement of the
                    Company and its affiliated companies (such other amounts and
                    benefits shall be hereinafter referred to as the "Other
                    Benefits").

          (b)  DEATH. If the Executive's employment is terminated by reason of
               the Executive's death during the Employment Period, this
               Agreement shall terminate without further obligations to the
               Executive's legal representatives under this Agreement, other
               than for payment of Accrued Obligations and the timely payment or
               provision of Other Benefits. Accrued Obligations shall be paid to
               the Executive's estate or beneficiary, as applicable, in a lump
               sum in cash within 30 days of the Date of Termination.

          (c)  DISABILITY. If the Executive's employment is terminated by reason
               of the Executive's Disability during the Employment Period, this
               Agreement shall terminate without further obligations to the
               Executive, other than for payment of Accrued Obligations and the
               timely payment or provision of Other Benefits. Accrued
               Obligations shall be paid to the Executive in a lump sum in cash
               within 30 days of the Date of Termination. With respect to the
               provision of Other Benefits, the term Other Benefits as utilized
               in this Section 5(c) shall include, and the Executive shall be
               entitled after the Disability Effective Date to receive,
               disability and other benefits at least equal to the most
               favorable of those generally provided by the Company and its
               affiliated companies to disabled executives and/or their families
               in accordance with such plans, programs, practices and policies
               relating to disability, if any, as in effect generally with
               respect to other peer executives and their families at any time
               during the 120-day period immediately preceding the Effective
               Date or, if more favorable to the 


                                      -10-


               Executive and/or the Executive's family, as in effect at any time
               thereafter generally with respect to other peer executives of the
               Company and its affiliated companies and their families.

          (d)  CAUSE, OTHER THAN FOR GOOD REASON. If the Executive's employment
               shall be terminated for Cause during the Employment Period, this
               Agreement shall terminate without further obligations to the
               Executive other than the obligation to pay to the Executive (x)
               his Annual Base Salary through the Date of Termination, (y) the
               amount of any compensation previously deferred by the Executive,
               and (z) Other Benefits, in each case to the extent theretofore
               unpaid. If the Executive voluntarily terminates employment during
               the Employment Period, excluding a termination for Good Reason,
               this Agreement shall terminate without further obligations to the
               Executive, other than for Accrued Obligations and the timely
               payment or provision of Other Benefits. In such case, all Accrued
               Obligations shall be paid to the Executive in a lump sum in cash
               within 30 days of the Date of Termination.

     6.   NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its affiliated companies
and for which the Executive may qualify, nor, subject to Section 11(f), shall
anything herein limit or otherwise affect such rights as the Executive may have
under any contract or agreement with the Company or any of its affiliated
companies. Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan, policy, practice or program of or any
contract or agreement with the Company or any of its affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice or program or contract or agreement except as explicitly
modified by this Agreement.

     7.   FULL SETTLEMENT. The Company's obligation to make the payments 
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company or any of its
affiliated companies may have against the Executive or others. In no event shall
the Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and, except to the extent provided in Section
5(a)(ii) hereof, such amounts shall not be reduced whether or not the Executive
obtains other employment. The Company agrees to pay as incurred, to the full
extent permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company or any of its affiliated companies, the Executive or others of
the validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any
contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Code.

     8.   CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.


                                      -11-


          (a)  Anything in this Agreement to the contrary notwithstanding and
               except as set forth below, in the event it shall be determined
               that any payment or distribution by the Company to or for the
               benefit of the Executive (whether paid or payable or distributed
               or distributable pursuant to the terms of this Agreement or
               otherwise, but determined without regard to any additional
               payments required under this Section 8) (a "Payment") would be
               subject to the excise tax imposed by Section 4999 of the Code or
               any interest or penalties are incurred by the Executive with
               respect to such excise tax (such excise tax, together with any
               such interest and penalties, are hereinafter collectively
               referred to as the "Excise Tax"), then the Executive shall be
               entitled to receive an additional payment (a "Gross-Up Payment")
               in an amount such that after payment by the Executive of all
               taxes (including any interest or penalties imposed with respect
               to such taxes), including, without limitation, any income taxes
               (and any interest and penalties imposed with respect thereto) and
               Excise Tax imposed upon the Gross-Up Payment, the Executive
               retains an amount of the Gross-Up Payment equal to the Excise Tax
               imposed upon the Payments.

          (b)  Subject to the provisions of Section 8(c), all determinations
               required to be made under this Section 8, including whether and
               when a Gross-Up Payment is required and the amount of such
               Gross-Up Payment and the assumptions to be utilized in arriving
               at such determination, shall be made by Ernst & Young or such
               other certified public accounting firm as may be designated by
               the Executive (the "Accounting Firm") which shall provide
               detailed supporting calculations both to the Company and the
               Executive within 15 business days of the receipt of notice from
               the Executive that there has been a Payment, or such earlier time
               as is requested by the Company. In the event that the Accounting
               Firm is serving as accountant or auditor for the individual,
               entity or group effecting the Change in Control, the Executive
               shall appoint another nationally recognized accounting firm to
               make the determinations required hereunder (which accounting firm
               shall then be referred to as the Accounting Firm hereunder). All
               fees and expenses of the Accounting Firm shall be borne solely by
               the Company. Any Gross-Up Payment, as determined pursuant to this
               Section 8, shall be paid by the Company to the Executive within
               five days of the receipt of the Accounting Firm's determination.
               Any determination by the Accounting Firm shall be binding upon
               the Company and the Executive. As a result of the uncertainty in
               the application of Section 4999 of the Code at the time of the
               initial determination by the Accounting Firm hereunder, it is
               possible that Gross-Up Payments which will not have been made by
               the Company should have been made ("Underpayment"), consistent
               with the calculations required to be made hereunder. In the event
               that the Company exhausts its remedies pursuant to Section 8(c)
               and the Executive thereafter is required to make a payment of any
               Excise Tax, the Accounting Firm shall determine the amount of the
               Underpayment that 


                                      -12-


               has occurred and any such Underpayment shall be promptly paid by
               the Company to or for the benefit of the Executive.

          (c)  The Executive shall notify the Company in writing of any claim by
               the Internal Revenue Service that, if successful, would require
               the payment by the Company of the Gross-Up Payment. Such
               notification shall be given as soon as practicable but no later
               than ten (10) business days after the Executive is informed in
               writing of such claim and shall apprise the Company of the nature
               of such claim and the date on which such claim is requested to be
               paid. The Executive shall not pay such claim prior to the
               expiration of the 30-day period following the date on which it
               gives such notice to the Company (or such shorter period ending
               on the date that any payment of taxes with respect to such claim
               is due). If the Company notifies the Executive in writing prior
               to the expiration of such period that it desires to contest such
               claim, the Executive shall:

               (i)  give the Company any information reasonably requested by the
                    Company relating to such claim,

               (ii) take such action in connection with contesting such claim as
                    the Company shall reasonably request in writing from time to
                    time, including, without limitation, accepting legal
                    representation with respect to such claim by an attorney
                    reasonably selected by the Company,

              (iii) cooperate with the Company in good faith in order
                    effectively to contest such claim, and

               (iv) permit the Company to participate in any proceedings
                    relating to such claim;

               provided, however, that the Company shall bear and pay directly
               all costs and expenses (including additional interest and
               penalties) incurred in connection with such contest and shall
               indemnify and hold the Executive harmless, on an after-tax basis,
               for any Excise Tax or income tax (including interest and
               penalties with respect thereto) imposed as a result of such
               representation and payment of costs and expenses. Without
               limitation of the foregoing provisions of this Section 8(c), the
               Company shall control all proceedings taken in connection with
               such contest and, at its sole option, may pursue or forego any
               and all administrative appeals, proceedings, hearings and
               conferences with the taxing authority in respect of such claim
               and may, at its sole option, either direct the Executive to pay
               the tax claimed and sue for a refund or contest the claim in any
               permissible manner, and the Executive agrees to prosecute such
               contest to a determination before any administrative tribunal, in
               a court of initial jurisdiction and in one or more appellate
               courts, as the Company shall determine; provided, however, that
               if the Company directs the Executive to pay such claim and sue
               for a refund, 


                                      -13-


               the Company shall advance the amount of such payment to the
               Executive, on an interest-free basis and shall indemnify and hold
               the Executive harmless, on an after-tax basis, from any Excise
               Tax or income tax (including interest or penalties with respect
               thereto) imposed with respect to such advance or with respect to
               any imputed income with respect to such advance; and further
               provided that any extension of the statute of limitations
               relating to payment of taxes for the taxable year of the
               Executive with respect to which such contested amount is claimed
               to be due is limited solely to such contested amount.
               Furthermore, the Company's control of the contest shall be
               limited to issues with respect to which a Gross-Up Payment would
               be payable hereunder and the Executive shall be entitled to
               settle or contest, as the case may be, any other issue raised by
               the Internal Revenue Service or any other taxing authority.

          (d)  If, after the receipt by the Executive of an amount advanced by
               the Company pursuant to Section 8(c), the Executive becomes
               entitled to receive any refund with respect to such claim, the
               Executive shall (subject to the Company's complying with the
               requirements of Section 8(c)) promptly pay to the Company the
               amount of such refund (together with any interest paid or
               credited thereon after taxes applicable thereto). If, after the
               receipt by the Executive of an amount advanced by the Company
               pursuant to Section 8(c), a determination is made that the
               Executive shall not be entitled to any refund with respect to
               such claim and the Company does not notify the Executive in
               writing of its intent to contest such denial of refund prior to
               the expiration of 30 days after such determination, then such
               advance shall be forgiven and shall not be required to be repaid
               and the amount of such advance shall offset, to the extent
               thereof, the amount of Gross-Up Payment required to be paid.

     9.   NON-COMPETE, CONFIDENTIAL INFORMATION AND RELEASE.

          (a)  COVENANT NOT TO COMPETE.

               (i)  Compliance with the provisions of this Section 9 are an
                    express condition of the Executive's right to receive
                    payments, vesting, and benefits hereunder. The Executive
                    acknowledges and recognizes the confidential information and
                    records provided by the Company, the Parent, and its
                    subsidiaries, affiliates, successors, and assigns
                    (collectively, the "Employer"), the benefits provided
                    hereunder, and the professional training and experience he
                    will receive from and the contacts he will be provided by
                    the Employer, as well as the highly competitive nature of
                    the Employer's business, and in consideration of all of the
                    above, agrees that during the period beginning on the
                    effective date of the Executive's termination of employment
                    with the Employer (the "Date of Termination") and ending
                    twelve (12) months thereafter (the "Covered Time"), the
                    Executive will not compete with


                                      -14-


                    the business of the Employer. For purposes hereof,
                    "competition" shall mean any engaging, directly or
                    indirectly, in the "Covered Business" (as hereinafter
                    defined) in any state of the United States of America or any
                    nation in which the Employer is conducting business as of
                    the Date of Termination (the "Covered Area"). For purposes
                    of this Agreement, "Covered Business" shall mean providing
                    any services similar in scope or nature to the services
                    provided by the Executive immediately prior to his Date of
                    Termination. For purposes of this Section 9, the phrase
                    "engaging, directly or indirectly" shall mean engaging
                    directly or having an interest, directly or indirectly, as
                    owner, partner, shareholder, agent, representative,
                    employee, officer, director, independent contractor, capital
                    investor, lender, renderer of consultation services or
                    advice or otherwise (other than as the holder of less than
                    2% of the outstanding stock of a publicly-traded
                    corporation), either alone or in association with others, in
                    the operation of any aspect of any type of business or
                    enterprise engaged in any aspect of the Covered Business.

               (ii) The Executive agrees that during the term of this Agreement
                    (including any extensions thereof) and for the twenty-four
                    (24) months thereafter, he shall not (i) directly or
                    indirectly solicit or attempt to solicit any of the
                    employees, agents, consultants, or representatives of the
                    Employer or affiliates of the Employer to leave any of such
                    entities; or (ii) directly or indirectly solicit or attempt
                    to solicit any of the employees, agents, consultants or
                    representatives of the Employer or affiliates of the
                    Employer to become employees, agents, representatives or
                    consultants of any other person or entity.

              (iii) The Executive understands that the provisions of Sections
                    9(a)(i) and (ii) may limit his ability to earn a livelihood
                    in a business similar to the business of the Employer but
                    nevertheless agrees and hereby acknowledges that the
                    restrictions and limitations thereof are reasonable in
                    scope, area, and duration, are reasonably necessary to
                    protect the goodwill and business interests of the Employer,
                    and that the consideration provided under this Agreement is
                    sufficient to justify the restrictions contained in such
                    provisions. Accordingly, in consideration thereof and in
                    light of the Executive's education, skills and abilities,
                    the Executive agrees that he will not assert that, and it
                    should not be considered that, such provisions are either
                    unreasonable in scope, area, or duration, or will prevent
                    him from earning a living, or otherwise are void, voidable,
                    or unenforceable or should be voided or held unenforceable.

          (b)  ENFORCEMENT.

               (i)  The parties hereto agree and acknowledge that the covenants
                    and agreements contained herein are reasonable in scope,
                    area, and duration and necessary to protect the reasonable
                    competitive business 


                                      -15-


                    interests of the Employer, including, without limitation,
                    the value of the proprietary information and goodwill of the
                    Employer.

               (ii) The Executive agrees that the covenants and undertakings
                    contained in Section 9 of this Agreement relate to matters
                    which are of a special, unique and extraordinary character
                    and that the Employer cannot be reasonably or adequately
                    compensated in damages in an action at law in the event the
                    Executive breaches any of these covenants or undertakings.
                    Therefore, the Executive agrees that the Employer shall be
                    entitled, as a matter of course, without the need to prove
                    irreparable injury, to an injunction, restraining order or
                    other equitable relief from any court of competent
                    jurisdiction, restraining any violation or threatened
                    violation of any of such terms by the Executive and such
                    other persons as the court shall order. The Executive agrees
                    to pay costs and legal fees incurred by the Employer in
                    obtaining such injunction.

              (iii) Rights and remedies provided for in this Section 9(b) are
                    cumulative and shall be in addition to rights and remedies
                    otherwise available to the parties under any other agreement
                    or applicable law.

               (iv) In the event that any provision of this Agreement shall to
                    any extent be held invalid, unreasonable or unenforceable in
                    any circumstances, the parties hereto agree that the
                    remainder of this Agreement and the application of such
                    provision of this Agreement to other circumstances shall be
                    valid and enforceable to the fullest extent permitted by
                    law. If any provision of this Agreement, or any part
                    thereof, is held to be unenforceable because of the scope or
                    duration of or the area covered by such provision, the
                    parties hereto agree that the court or arbitrator making
                    such determination shall reduce the scope, duration and/or
                    area of such provision (and shall substitute appropriate
                    provisions for any such unenforceable provisions) in order
                    to make such provision enforceable to the fullest extent
                    permitted by law, and/or shall delete specific words and
                    phrases, and such modified provision shall then be
                    enforceable and shall be enforced. The parties hereto
                    recognize that if, in any judicial proceeding, a court shall
                    refuse to enforce any of the separate covenants contained in
                    this Agreement, then that unenforceable covenant contained
                    in this Agreement shall be deemed eliminated from these
                    provisions to the extent necessary to permit the remaining
                    separate covenants to be enforced. In the event that any
                    court or arbitrator determines that the time period or the
                    area, or both, are unreasonable and that any of the
                    covenants is to that extent unenforceable, the parties
                    hereto agree that such covenants will remain in full force
                    and effect, first, for the greatest time period, and 


                                      -16-


                    second, in the greatest geographical area that would not
                    render them unenforceable.

               (v)  In the event of the Executive's breach of this Section 9, in
                    addition to all other rights the Employer may have hereunder
                    or in law or in equity, all payments and benefits hereunder
                    shall cease; all options, stock, and other securities
                    granted by the Employer, including stock obtained through
                    prior exercise of options, shall be immediately forfeited
                    (whether or not vested), and the original purchase price, if
                    any, shall be returned to the Executive; and all profits
                    received through exercise of options or sale of stock, and
                    all previous payments and benefits made or provided
                    hereunder shall be promptly returned and repaid to the
                    Company.

          (c)  CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
               capacity for the benefit of the Company all secret or
               confidential information, knowledge or data relating to the
               Company or any of its affiliated companies, and their respective
               businesses, which shall have been obtained by the Executive
               during the Executive's employment by the Company or any of its
               affiliated companies and which shall not be or become public
               knowledge (other than by acts by the Executive or representatives
               of the Executive in violation of this Agreement). After
               termination of the Executive's employment with the Company, the
               Executive shall not, without the prior written consent of the
               Company or as may otherwise be required by law or legal process,
               communicate or divulge any such information, knowledge or data to
               anyone other than the Company and those designated by it. In no
               event shall an asserted violation of the provisions of this
               Section 9(c) constitute a basis for deferring or withholding any
               amounts otherwise payable to the Executive under this Agreement.

          (d)  RELEASE. The Executive's execution of a complete and general
               release of any and all of his potential claims (other than for
               vested benefits described in this Agreement or any other vested
               benefits with the Company and/or its affiliates) against the
               Company, any of its affiliated companies, and their respective
               successors and any officers, employees, agents, directors,
               attorneys, insurers, underwriters, and assigns of the Company,
               its affiliates and/or successors, is an express condition of the
               Executive's right to receive payments, vesting, and benefits
               hereunder. The Executive shall be required to execute a Waiver
               and Release Agreement which documents the release required under
               this Section 9(d), the form of which shall be provided to the
               Executive by Company.

     10.  SUCCESSORS.

          (a)  This Agreement is personal to the Executive and without the prior
               written consent of the Company shall not be assignable by the
               Executive


                                      -17-


               otherwise than by will or the laws of descent and distribution.
               This Agreement shall inure to the benefit of and be enforceable
               by the Executive's legal representatives.

          (b)  This Agreement shall inure to the benefit of and be binding upon
               the Company and its successors and assigns.

          (c)  The Company will require any successor (whether direct or
               indirect, by purchase, merger, consolidation or otherwise) to all
               or substantially all of the business and/or assets of the Company
               and/or the Parent to assume expressly and agree to perform this
               Agreement in the same manner and to the same extent that the
               Company would be required to perform it if no such succession had
               taken place. As used in this Agreement, "Company" shall mean the
               Company as hereinbefore defined and any successor to its business
               and/or assets as aforesaid which assumes and agrees to perform
               this Agreement by operation of law, or otherwise.

     11.  MISCELLANEOUS.

          (a)  This Agreement shall be governed by and construed in accordance
               with the laws of the State of Texas, without reference to
               principles of conflict of laws. The captions of this Agreement
               are not part of the provisions hereof and shall have no force or
               effect. This Agreement may not be amended or modified otherwise
               than by a written agreement executed by the parties hereto or
               their respective successors and legal representatives.

          (b)  All notices and other communications hereunder shall be in
               writing and shall be given by hand delivery to the other party or
               by registered or certified mail, return receipt requested,
               postage prepaid, addressed as follows:

          IF TO THE EXECUTIVE:
          --------------------

               JONATHAN B. WEBB
               1008 Hackberry Ct.
               Carrollton, TX 75007

          IF TO THE COMPANY:
          ------------------

               HEALTHAXIS, LTD.
               5215 N.  O'Connor Blvd., Suite 800
               Irving, Texas  75039
                        Attention:  President


                                      -18-


          WITH COPY TO:
          ------------ 

               HEALTHAXIS, LTD.
               5215 N.  O'Connor Blvd., Suite 800
               Irving, Texas  75039
                        Attention:  General Counsel

               or to such other address as either party shall have furnished to
               the other in writing in accordance herewith. Notice and
               communications shall be effective when actually received by the
               addressee.

          (c)  The invalidity or unenforceability of any provision of this
               Agreement shall not affect the validity or enforceability of any
               other provision of this Agreement.

          (d)  The Company may withhold from any amounts payable under this
               Agreement such Federal, state, local or foreign taxes as shall be
               required to be withheld pursuant to any applicable law or
               regulation.

          (e)  The Executive's or the Company's failure to insist upon strict
               compliance with any provision of this Agreement or the failure to
               assert any right the Executive or the Company may have hereunder,
               including, without limitation, the right of the Executive to
               terminate employment for Good Reason pursuant to Section
               4(c)(i)-(v) of this Agreement, shall not be deemed to be a waiver
               of such provision or right or any other provision or right of
               this Agreement.

          (f)  The Executive and the Company acknowledge that, except as may
               otherwise be provided under any other written agreement between
               the Executive and the Company, the employment of the Executive by
               the Company is "at will" and, subject to Section 1(a) hereof,
               prior to the Effective Date, the Executive's employment and/or
               this Agreement may be terminated by either the Executive or the
               Company at any time prior to the Effective Date, in which case
               the Executive shall have no further rights under this Agreement.
               From and after the Effective Date, this Agreement shall supersede
               any other agreement between the parties with respect to the
               subject matter hereof


                                      -19-


     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Managers, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

                                       EXECUTIVE:


                                       /s/ Jonathan B. Webb
                                       -----------------------------------------
                                       Jonathan B. Webb




                                       HEALTHAXIS, LTD.

                                       By its General Partner,
                                       HEALTHAXIS MANAGING PARTNER, LLC



                                       By:                                      
                                            ------------------------------------

                                       Its:                                     
                                             -----------------------------------

     The Board of Directors of HEALTHAXIS, INC. (the Parent) has authorized the
undersigned officer to execute the foregoing Change in Control Employment
Agreement in order to indicate its approval of such Agreement.


                                        HEALTHAXIS, INC.



                                        By:                                     
                                             -----------------------------------




                                      -20-