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 John Carradine (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



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               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





                                      -2-

<PAGE>



               least a majority of the Board of Directors then in office; or

               (vii) a significant 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-

<PAGE>



          (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

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