Consulting Agreement - Robinson Lerer & Montgomery and Provident American Corp.


                          ROBINSON LERER & MONTGOMERY
                            STRATEGIC COMMUNICATIONS

75 Rockefeller Plaza
New York, NY  10019
212.484.6100
fax 212.484.7411

January 25, 1999

Mr. Alvin H. Clemens
Chairman and Chief Executive Officer
Provident American Corporation
2500 DeKalb Pike
Norristown, PA 19401

Dear Mr. Clemens:

Th/s letter, when signed by both Provident American Corporation ('PAMC'), 'you'
or 'your') and Robinson Lerer & Montgomery, LLC ('RLM', 'we', 'us' or 'our'),
will constitute an agreement (the 'Agreement') between you and us with regard to
our appointment by you as a consultant for certain of your corporate
communications work.

1.       Fees: RLM will bill on a monthly basis for services rendered ('Total
         Monthly Billings'). RLM shall receive $10,000 per month in cash (the
         'Monthly Retainer') against Total Monthly Billings. The date of
         commencement of services was May 27, 1998. The Monthly Retainer will be
         reviewed at six month intervals, and adjustments will be made, where
         appropriate.

         The difference between the Total Monthly Billings and the Monthly
         Retainer, will be paid through the issuance of HealthAxis.com, Inc.
         ('HealthAxis' or the 'Company') Common Stock (the 'Common Stock
         Component'). The number of shares which shall be issued shall be based
         upon the value of the Company and the price per share as determined on
         Schedule 'A' hereto. The HealthAxis Common Stock to be issued shall
         also be pursuant to the terms of the Stock Purchase Agreement set forth
         on Schedule 'B' hereto, which shall be executed each time HealthAxis
         Common Stock is issued hereunder. The valuation with regard to the
         Common Stock Component will initially occur upon the completion of the
         'Qualified Offering' as defined in Schedule 'A' hereto, and thereafter,
         at six (6) month intervals commencing six (6) months for the last day
         of the month following the initial Qualified Offering (the 'Valuation
         Period'). All shares issued hereunder shall be deemed 'Restricted
         Securities' as defined under the Securities Act of 1933 (the 'Act')

     75 Rockefeller Plaza New York NY 10019 (212)484-7162 Fax (212)258-3169






Alvin H. Clemens
Provident American Corporation
January 25, 1999
Page 2

         Our standard hourly time charges are as follows:

                           Partner                          $385-$450
                           Principal                             $325
                           Executive Vice President              $300
                           Senior Vice President                 $260
                           Vice President                        $200
                           Senior Associate                      $160
                           Associate                             $125
                           Assistant                             $ 60

         It is understood and agreed that the above referenced hourly time
         charges shall be subject to change by us upon thirty (30) days prior
         written notice to you.

         We shall receive a warrant to acquire 50,000 shares of PAMC at $3.30
         each. The date of the warrant grant is September 16, 1998. The Board of
         Directors of PAMC, will, on an annual basis, evaluate future option
         grants to us.

         Reimbursements: For our outlays on your behalf, you agree to reimburse
         us for reasonable disbursements and other charges we incur in
         connection with providing services to you under this Agreement. We
         shall bill you monthly, in arrears, for such disbursements and other
         charges.

         Interest on Late Payments: On invoices for fees (i.e. the Monthly
         Retainer) or reimbursements for which payment is not received within
         thirty (30) days, you agree to pay us simple interest, computed
         monthly, at one percent (1 percent) over the prime rate of interest in
         effect at Chase Manhattan Bank, in New York City, on the undisputed
         amount outstanding at the end of such 30-day period, until such payment
         is received. In the event of a disputed charge, you shall notify us in
         writing of the disputed amount and reason for the dispute, and you
         agree to pay all undisputed amounts owed while the dispute is under
         negotiation.

2.       Term: This Agreement shall be effective as of May 27, 1998, and will
         continue unless and until terminated by either party by prior written
         notice to the other, by registered or certified mail. Upon termination
         of this Agreement, you agree to pay all fees, disbursements and other
         charges incurred prior to the effective date of such termination.

     75 Rockefeller Plaza New York NY 10019 (212)484-7162 Fax (212)258-3169






Alvin H. Clemens
Provident American Corporation
January 25, 1999
Page 3

3.       Indemnity: You hereby agree to indemnify and hold harmless us and our
         officers, directors, members, agents, and employees (each of the
         foregoing, including us, being hereinafter referred to as an
         'Indemnified Person') to the fullest extent permitted by law from and
         against any and all losses, claims, damages , actions, proceedings,
         arbitrations or investigations or threats thereof, and expenses related
         thereto (including reasonable fees, disbursements, and other charges of
         counsel) (all of the foregoing being hereinafter referred to as
         'Liabilities'), based upon, relating to or arising out of our
         engagement by you to perform services hereunder or any Indemnified
         Person's role therein; provided, however, that you shall not be liable
         under this paragraph: (a) for any amount paid in settlement of claims
         without your consent, unless your consent is unreasonably withheld, or
         (b) to the extent that it is judicially determined, or expressly stated
         in an arbitration award, that such Liabilities resulted primarily from
         the willful misconduct or gross negligence of the Indemnified Person
         seeking indemnification. In connection with your obligation to
         indemnify for expenses as set forth above, you further agree to
         reimburse each Indemnified Person for all such expenses (including
         reasonable fees, disbursements, and other charges of counsel) as they
         are reasonably incurred by such Indemnified Person; provided, however,
         that if any Indemnified Person is reimbursed hereunder for any
         expenses, the amount so paid shall be refunded if and to the extent it
         is judicially determined, or expressly stated in an arbitration award,
         that the Liabilities in question resulted primarily from the willful
         misconduct or gross negligence of such Indemnified Person. You hereby
         also agree that neither we nor any other Indemnified Person shall have
         any liability to you (or anyone claiming through you or in your name)
         in connection with our engagement by you except to the extent that such
         Indemnified Person has engaged in willful misconduct or been grossly
         negligent. The foregoing provisions of this paragraph shall survive the
         termination of this Agreement.

4.       Applicable Law: This Agreement shall be governed by and construed in
         accordance with the internal laws of the State of New York applicable
         to agreements made and to be performed entirely within such State,
         without regard to the principles of conflicts of law. This Agreement
         sets forth the entire agreement and understanding of the parties
         relating to the subject matter hereof and supersedes all prior
         agreements, arrangements, and understandings, written or oral, relating
         thereto. No representation, promise, or inducement has been made by
         either party that is not embodied in this Agreement and neither party
         shall be bound by or liable for any alleged representation, promise, or
         inducement not so set forth. Neither party shall have the right to
         assign any of its right or obligations under this Agreement. No
         amendment or waiver of this Agreement shall be effective, binding, or
         enforceable unless in writing and signed by both you and us or, in the
         case of a waiver, by the party granting the waiver.

    75 Rockefeller Plaza New York NY 10019 (212) 4g4-7152 Fax (212) 258-3159






Alvin H. Clemens
Provident American Corporation
January 25, 1999
Page 4

Please confirm that the foregoing correctly sets forth the understanding of the
parties by signing and returning the enclosed duplicate copy of this letter.

                                                       Very truly yours,



                                                       Patrick S. Gallagher
                                                       Chief Financial Officer




ACCEPTED AND AGREED:

Alvin H. Clemens
Chairman and Chief Executive Officer Provident American Corporation

75 Rockefeller Plaza New York NY 10019 (212) 484-7162 fax (212) 258-3169






Alvin H. Clemens
Provident American Corporation
January 25, 1999
Page 5

                                  Schedule 'A'

         Within fifteen (15) days after the completion of a private placement
pursuant to Regulation D under the Act or a public offering under the Act ( a
'Qualified Offering'), HealthAxis shall issue to RLM, the number of shares of
HealthAxis Common Stock equal to the number of shares of HealthAxis Common Stock
which could have been purchased in the Qualified Offering with an investment
equal to the accumulated Common Stock Component (the 'Qualified Offering
Valuation'). The Qualified Offering Valuation shall be applicable to all shares
of HealthAxis Common Stock issued subsequently thereto, until the next Qualified
Offering, at which time the new Qualified Offering Valuation shall be
applicable. In the event the Qualified Offering is a public offering, the
Qualified Offering Valuation shall be equal to, on a per share basis, the per
share public offering price.

         Set forth on Exhibit '1' hereto is an example of the workings of this
Schedule.


      75 Rockefeller Plaza New York NY 10019 (212)484-7162 Fax(212)258-3169






Alvin H. Clemens
Provident American Corporation
January 25, 1999
Page 6

                                     Example

01/01/99-01/31/99          Total Monthly Billings                     $40,000
                           Monthly Retainer                            10,000
January                  Common Stock Component                        30,000
February                 Common Stock Component                        20,000
March                    Common Stock Component                        30,000
April                    Common Stock Component                        20,000
May                      Common Stock Component                        10,000
June                     Common Stock Component                        30,000
                                                                       ------
Six month aggregate Common Stock Component                            140,000

August 1, 1999 HealthAxis completes a Private Placement of $15,000,000 and
issues 1.5 million shares @ 10.00

RLM receives 14,000 shares of HealthAxis Common Stock

The applicable Qualified Offering Valuation is $10.00/share

    75 Rockefeller Plaza New York NY 10019 (212) 484-7162 Fax (212) 258-3169






                                  SCHEDULE 'B'

                            STOCK PURCHASE AGREEMENT
                            ------------------------

         THIS AGREEMENT is made this day of ,1999, between HealthAxis.com, Inc.
a Pennsylvania corporation (the 'Company'), and Robinson Lerer & Montgomery,
LLC, a Delaware limited liability company (the 'Purchaser') (the Company and the
Purchaser being hereinafter referred to as the 'Parties').

         WHEREAS the Purchaser is a valued advisor to the Company, and its
continued participation is considered by the Company to be important for the
Company's continued growth; and

         WHEREAS in recognition of Purchaser's highly valued contribution to the
Company, the Company is willing to sell to the Purchaser and the Purchaser
desires to purchase shares of the Company's common stock, par value $ . per
share (the 'Common Stock') according to the terms and conditions hereof.

           1.     Purchase of Stock.

                  Subject to the terms and conditions hereinafter set forth, the
Purchaser hereby subscribes for and shall purchase, and the Company shall sell
to the Purchaser, shares (the 'Purchase Stock') of the Common Stock at a
purchase price of $ per share on the date hereof (the 'Purchase Date').

                  The aggregate price for the Purchase Stock shall be $ (such
amount hereinafter sometimes referred to as the 'Purchase Price'). On the
Purchase Date, in consideration of receipt of the Purchase Price, the Company
will deliver to the Purchaser one or more certificates, registered in the
Purchaser's name, for the Purchase Stock, which shall be subject to the terms
and conditions hereinafter set forth.

           2.     Purchaser's Representations and Warranties.

         (a)      The Purchaser hereby represents and warrants that it is
                  acquiring the Purchase Stock for investment for its own
                  account and not with a view to, or for resale in connection
                  with, the distribution or other disposition thereof.

         (b)      The Purchaser represents and warrants to the Company that this
                  Agreement has been duly authorized, executed and delivered by
                  the Purchaser and is a valid and binding obligation of the
                  Purchaser, enforceable against the Purchaser in accordance
                  with its terms.

         (c)      The Purchaser is an 'accredited investor' under Regulation D
                  promulgated under the Securities Act of 1933 (the 'Act')






         (d)      The Purchaser represents and warrants to the Company its
                  acknowledgment that the Purchase Stock is subject to
                  restrictions on transfer and must be held indefinitely, unless
                  the Purchase Stock is registered under the Securities Act of
                  1933, and applicable state blue sky laws, or an exemption from
                  such registration is available.

         (e)      The Purchaser represents and warrants that it is familiar with
                  the Company (including its business, as presently conducted
                  and its proposed future operations) and has been afforded an
                  opportunity to request from the Company and to review, and has
                  received all information considered by it to be necessary.

         3.       The Company's Representations and Warranties.
                  ---------------------------------------------

         The Company represents and warrants to the Purchaser that (a) this
Agreement has been duly authorized, executed and delivered by the Company and is
a valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms and (b) the Purchase Stock, when issued and
delivered in accordance with the terms hereof, will be duly and validly issued,
fully paid and nonassessable.

         4.       Binding Effect.
                  ---------------

         The provisions of this Agreement shall be binding upon and accrue to
the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns.

         5.       Amendment.
                  ----------

         This Agreement may be amended only by a written instrument signed by
the Parties hereto.

         6.       Applicable Law.
                  ---------------

         The laws of the Commonwealth of Pennsylvania shall govern the
interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of conflicts of
law.

         7.       Notices.
                  --------

         All notices and other communications provided for herein shall be in
writing and shall be deemed to have been duly given if delivered by hand
(whether by overnight courier or otherwise) or sent by registered or certified
mail, return receipt requested, postage prepaid, to the Party to whom it is
directed:

         (a)    If to the Company, to it at the following address:

                  ____________________________________

                  ____________________________________




                  Attn:  __________________________

         (b)      if to the Purchaser, to it as the address set forth below
                  under its signature; or at such other address as either party
                  shall have specified by notice in writing to the other.

         1.       Waiver of Compliance; Consents.
                  -------------------------------

         Any covenant, agreement or condition herein may be waived by the
parties hereto, respectively, only by a written instrument signed by the party
granting such waiver, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or conditions shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure nor effect indemnification with respect to subsequent failure.

         8.       Assignment.
                  -----------

         This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns, but neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties except by
operation of law.

         9.       Miscellaneous.
                  --------------

         (a)      In this Agreement (i) all references to 'dollars' or '$' are
                  to United States dollars and (ii) the word 'or' is not
                  exclusive.

         (b)      The Section headings contained in this Agreement are solely
                  for the purpose of reference, are not part of the agreement of
                  the parties and shall not in any way affect the meaning or
                  interpretation of this Agreement.

          10.     Severability of Provisions.
                  ---------------------------

(a)       If any provision or any portion of any provision of this
                  Agreement shall be held invalid or unenforceable, the
                  remaining portion of such provision and the remaining
                  provisions of this Agreement shall not be affected thereby.

(b)       If the application of any provision or any portion of any
                  provision of this Agreement to any person or circumstance
                  shall be held invalid or unenforceable, the application of
                  such provision or portion of such provision to persons or
                  circumstances other than those as to which it is held invalid
                  or unenforceable shall not be affected thereby.






2.         Counterparts.
           -------------

         This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all of the parties hereto.






         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date written below.

HEALTHAXIS.COM, INC.

By:
   -----------------------
         Name:
         Title:

PURCHASER:

ROBINSON LERER & MONTGOMERY, L.L.C.

By:
   -----------------------
         Name:
         Title:

         Address:  75 Rockefeller Plaza
                   New York, NY 10019
         Phone: (212) 484-6100
         Fax:   (212) 484-7411