Split Dollar Life Insurance Plan

September 26, 2000


Harold Davis, Tracy L Mignatti and Michael F. Beausang, Trustees of the Mark Twain Trust II, dated 11/12/93


Alvin H. Clemens Valerie A. Clemens c/o HealthAxis Inc. 2500 DeKalb Pike East Norriton, PA 19401


Re: Split Dollar Life Insurance Plan
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Dear Tracy and Gentlemen:


HealthAxis, Inc. ("HAXS"), HealthAxis.com, Inc. ("HA") and Alvin H. Clemens ("Alvin") have entered into an Agreement of Termination of Employment Contract and First Amendment to Employment Contract dated as of August 15, 2000 (the "Termination Agreement") with respect to the employment agreements described therein (the "Employment Agreements"). As part of the transaction contemplated by the Termination Agreement, HAXS has indicated its intention to terminate the Split Dollar Life Insurance Plan Limited Collateral Assignment, dated March 17, 1993, as amended on April _____, 1996 (the "Split Dollar Agreement"), among HAXS, the undersigned Trustees (the "Trustees"), Alvin and his spouse, Valerie A. Clemens ("Valerie"). Therefore, this letter agreement outlines the mutual performance obligations of HAXS, the Trustees and Alvin regarding the life insurance policies listed in and covered by the Split Dollar Agreement (collectively, the "Policies" and, individually, a "Policy").


TERMS


I. No later than December 31, 2000, the Trustees (or their designee) shall
either: (i) pay HAXS 100% of the cash surrender value of the Policies;
or (ii) execute all of the necessary paperwork required to transfer to
HAXS all rights and interests in each such Policy, including, but not
limited to, the right to terminate each such Policy and receive 100% of
its cash surrender value (hereinafter referred to as "Ownership of the
Policies") (either (i) or (ii) is herein referred to ind ...