TURNAROUND TIME

Healthaxis desires to take advantage when possible of lower cost remote resources, scalability, redundancy and capacity that TakCo can provide by virtue of TakCo’s existing and future operations in India.

First, Healthaxis desires to have TakCo establish an additional data capture processing center in India using lower cost resources than are available at its existing processing centers in Jamaica and Utah. The TakCo India production center will use the same Healthaxis proprietary technology and production processes and procedures as the other Healthaxis production centers use, and is intended to provide scalability and redundancy for this business process.

Second, Healthaxis will seek to maximize its use of the TakCo data capture processing center in India.

Third, Healthaxis desires to transfer certain technical, development and support functions to lower cost remote resources in India.

Fourth, Healthaxis desires to transfer its Texas data center and certain technical and support functions associated therewith to a lower cost facility in the United States owned and operated by or on behalf of TakCo.

In all cases, it is the intention of the Parties that TakCo will provide dedicated remote personnel and the related physical plant and resources that support the remote functions, and that Healthaxis will manage and direct the remote personnel. The Parties shall work together to evolve this agreement to maintain Services competitive with opportunities that are otherwise available to Healthaxis in the global market in terms of cost, service level commitments, quality, productivity, and turn around times.

The provisions of this Article 1 are intended to be a general introduction to this Agreement and are not intended to expand the scope of the Parties’ obligations or alter the plain meaning of this Agreement’s terms and conditions as set forth hereinafter. However, to the extent the terms and conditions of this Agreement are unclear or ambiguous, such terms and conditions are to be construed so as to be consistent with the background and objectives set forth in this Article 1.

As used in this Agreement:

“Affiliate” means, generally, with respect to any Entity, any other Entity Controlling, Controlled by or under common Control with such Entity.

“Agreement” shall have the meaning given such term in the preamble to this Agreement.

“Charges” means the amounts set forth in this Agreement as charges for the Services.

“Critical Support Personnel” means those TakCo Personnel identified in Schedule A as critical to the ongoing success of TakCo’s delivery of the remote resources to Healthaxis.

“Data Center” shall mean the Healthaxis data center in Texas as of the Effective Date and the TakCo data center in Virginia following the migration of data center services to TakCo.

“Developed Materials” shall mean all Materials developed by TakCo employees in performing its data capture and applications development and maintenance obligations under this Agreement.

“Effective Date” shall have the meaning given such term in the preamble to this Agreement.

“Entity” means a corporation, partnership, joint venture, trust, limited liability company, association, or other organization or legal entity.

“Equipment” means all mainframe, midrange, distributed, network, telecommunications and related computing equipment procured, provided, operated, supported or used by TakCo or Healthaxis and required for TakCo to perform the Services.

“Healthaxis Data” means any data or tangible information of Healthaxis or any Healthaxis Affiliate or customer that is provided by Healthaxis or any such Affiliate to TakCo for use in the performance of its obligations under this Agreement, including data and information with respect to the businesses, customers, operations, facilities, products, consumer markets, assets and finances of Healthaxis or any Affiliate. Examples of Healthaxis Data include any of the foregoing that are service level measurements, Healthaxis asset information, charges hereunder, and Healthaxis customer data, including all healthcare claims data from any source. Service level measurements and charges hereunder are also the Confidential Information of TakCo.

“Healthaxis Equipment” means Equipment owned by or leased to Healthaxis or a Healthaxis Affiliate that is used in connection with the Services. Unless otherwise agreed, Healthaxis Equipment shall include the RS/6000 AIX system in India and all Equipment necessary for the performance of the data center Services in Virginia other than uninterruptible power supply and physical security.

“Healthaxis Licensed Materials” means Third Party Software and other Materials that are proprietary to third parties to which Healthaxis has obtained a license pursuant to a written agreement with such third party.

“Healthaxis Owned Materials” shall mean: (a) the Materials owned by Healthaxis as of the Effective Date, and all enhancements and derivative works of such Materials, including United States and foreign intellectual property rights, including copyrights, in such Materials, and (b) the intellectual property rights, including copyrights, in the Developed Materials.

“Healthaxis Owned Software” means Software owned by Healthaxis as of the Effective Date, and all intellectual property rights, including copyrights, in enhancements and derivative works of such Software, including United States and foreign intellectual property rights, including copyrights, in such Software, and the Developed Materials that consist of Software.

“Healthaxis Personnel” means the employees, agents, contractors or representatives of Healthaxis.

“Healthaxis Project Executive” shall have the meaning given such term in Section 10.1.

“Healthaxis Software” means Software that is either: (a) Healthaxis Licensed Materials; or (b) Healthaxis Owned Materials.

“Healthaxis Third Party Contractors” shall have the meaning given such term in Section 9.2.

“Laws” mean all federal, state and local laws, statutes, regulations, rules, executive orders, supervisory requirements, directives, interpretive letters and other official releases of or by any government.

“Losses” mean all losses, liabilities, damages and claims (including taxes), and all related costs and expenses (including reasonable legal fees and disbursements and reasonable costs of investigation, litigation, settlement, judgment, interest and penalties).

“Malicious Code” means (i) any code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code, program or sub-program, or to intentionally halt, disable or interfere with the operation of the Software, code, program, or sub-program, itself, or (ii) any device, method, or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Software or the system containing the code.

“Materials” means, collectively, Software, literary works, other works of authorship, specifications, design documents and analyses, programs, program listings, programming tools, documentation, reports, drawings and similar work product.

“New Services” means services, functions and responsibilities that are not described on Schedule B or otherwise initially provided for in this Agreement.

“Performance Standards” means, individually and collectively, the Service Levels and the other quantitative and qualitative performance standards and commitments for the Services contained in Schedule C.

“Personnel” means, with respect to an Entity, the employees, agents, contractors and representatives of such Entity.

“Policy and Procedures Manuals” means the then current versions of any Healthaxis documentation that sets forth the policies, procedures, processes, methods and other requirements for performing the Services designated as such and provided in writing to TakCo.

“Proprietary Information” shall have the meaning given such term in Section 13.3.

“Required Consents” means: (a) the consents (if any) required to be obtained (i) to grant TakCo the right to use and/or access the Healthaxis Owned Software and Third Party Software in connection with providing the Services or (ii) to assign or transfer to Healthaxis all intellectual property rights, including the copyright, in any Developed Materials; and (b) all other consents required from third parties in connection with TakCo’s provision of the Services.

“Service Taxes” means all sales, lease, service, value-added, use, personal property, excise, consumption, and other taxes or duties that are assessed against either Party on the provision of the Services as a whole, or on any particular Service received by Healthaxis from TakCo.

“Services” means, collectively the services, functions and responsibilities set forth in Article 4 and Schedule B as they may be supplemented, enhanced, modified or replaced by mutual agreement during the Term in accordance with this Agreement.

“Service Levels” means the quantitative performance standards for the Services set forth in Schedule C.

“Service Level Credits” shall have the meaning given such term in Section 7.2 andSchedule C.

“Software” means both the source code and object code of software programs (including compilers, database management software, applications software, system software, utilities and other software programs), and all associated documentation and programmers notes, and all versions, upgrades and enhancements to the same.

“Staffing Plan” shall have the meaning given such term in Section 8.7.

“TakCo Facilities” means the facilities owned or leased by TakCo at which the Services are performed.

“TakCo Personnel” means Personnel of TakCo who are dedicated to Healthaxis to perform any Services under this Agreement.

“TakCo Project Executive” shall have the meaning given such term in Section 8.2 and shall describe the TakCo representative responsible for both the day-to-day relationship with Healthaxis, as well as the delivery of the Services to Healthaxis.

“Key TakCo Personnel” means the TakCo Personnel filling the positions designated in Schedule A as Key TakCo Personnel.

“Term” means the five (5) year period that commences as of 12:00:01 a.m., EST, on the Effective Date and continues, unless this Agreement is terminated as provided herein or extended as provided in Sections 3.2 or 20.5, in which case the Term shall end at 12:00 midnight on the effective date of such termination or the date to which this Agreement is extended.

“Third Party Contracts” means all written third party agreements with TakCo that are necessary to provide the Services from time to time, including, but not limited to, licenses to Third Party Software, facilities leases, employment agreements, data and communications service provider agreements.

“Third Party Software” means all Software products (and all modifications, replacements, upgrades, enhancements, documentation, materials and media related thereto) that are owned by third parties and used by TakCo to provide the Services.

“Transfer Assistance Services” means the reasonable termination/expiration assistance requested by Healthaxis to allow the Services to continue without material interruption or material adverse effect, and to facilitate the orderly transfer of the Services to Healthaxis or its designee, as such assistance is further described inSection 4.2.

“Workstations” means the personal data processing and computer equipment used by TakCo Personnel to perform the Services, together with the LAN, WAN up to but excluding the router at the Data Center and associated infrastructure necessary to support performance of the Services.

The terms defined in this Article include the plural as well as the singular. Unless otherwise expressly stated, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, subsection or other subdivision. Article, Section, subsection and Schedule references refer to articles, sections and subsections of, and schedules to,

this Agreement. The words “include” and “including” shall not be construed as terms of limitation. The words “day,” “month,” and “year” mean, respectively, calendar day, calendar month and calendar year, and the words “writing” or “written” mean preserved or presented in retrievable or reproducible written form. Except as provided in this Agreement, “writing” or “written” may mean electronic (including e-mail transmissions where receipt is acknowledged by the recipient, but excluding voice mail) or hard copy, including by facsimile (with acknowledgment of receipt from the recipient’s facsimile machine), unless otherwise stated. Other terms used in this Agreement are defined in the context in which they are used and shall have the meanings there indicated.

This Agreement includes each of the following schedules and their attached exhibits, all of which are attached to this Agreement and incorporated into this Agreement by this reference:

This Agreement shall begin on the Effective Date and continue throughout the Term, unless terminated earlier or extended in accordance with this Agreement.

By giving prior written notice to the other Party not less than 6 months prior to the expiration date of the initial Term, either Party shall have the right, and the other party shall have the obligation, to negotiate in good faith during a period of sixty (60) days the terms and conditions upon which the term of the Agreement may be extended for a period of five (5) years following the expiration date of the initial Term. If the Parties are unable to reach agreement upon renewal terms and conditions during the sixty-day negotiation period, the Agreement will expire at the end of the initial Term.

The Transfer Assistance Services shall consist of the Services, functions and responsibilities set forth in this Agreement and all similar services requested from time to time by Healthaxis.

In addition to the initial six (6) month post-termination period specified inSection 4.2(a)(i) above, at Healthaxis’ written request (which must be given at least 180 days prior to the expiration or termination date), and provided that Healthaxis is pursuing a migration of some or all of the Services to itself or a third party, TakCo shall provide to Healthaxis such Services for an additional period not to exceed six (6) months from the end of such initial six (6) month period. To the extent Healthaxis requests such Services, Healthaxis will continue to pay TakCo the Charges.

Unless otherwise agreed in writing, if Healthaxis requests that TakCo provide or perform Transfer Assistance Services in accordance with this Agreement, Healthaxis will pay TakCo the rates and charges specified in Schedule D (or if no charge is specified in Schedule D, then a reasonable charge) for TakCo Personnel or resources required to perform such Transfer Assistance Services. If Transfer Assistance Services require additional resources beyond those being used to provide the Services, Healthaxis will pay TakCo for such usage as a New Service.

Healthaxis is responsible for obtaining all Required Consents. TakCo will cooperate with and assist Healthaxis in obtaining all Required Consents that may become necessary from time to time in connection with TakCo’s performance of the Services or upon the expiration or termination of this Agreement in accordance with Article 4.

TakCo shall be responsible for the evaluation, procurement, use, support, management, administration, operation and maintenance of all Third Party Contracts, and the performance, availability, reliability, compatibility and interoperability of Third Party Contracts and the services and products provided thereunder, and for performance of any operational, administrative or contractual obligations imposed on TakCo under Third Party Contracts necessary to perform TakCo’s responsibilities hereunder, including, but not limited to, the facilities leases, maintenance on Workstations, licenses to Software provided by TakCo and installed on the Workstations, connectivity and telecom agreements, but excluding Third Party Contracts relating to Healthaxis’ performance of its responsibilities hereunder, including maintenance on Healthaxis Equipment, Healthaxis owned Materials or Healthaxis Licensed Materials.

As of the Effective Date, Healthaxis hereby grants to TakCo a non-exclusive, fully paid-up, irrevocable license during the Term and any Transfer Assistance Services period to use the Healthaxis Owned Software and Healthaxis Owned Materials and to prepare derivative works of the same as part of the Services, in each case solely at the TakCo Facilities, for the express and sole purpose of providing the Services and any requested Transfer Assistance Services. Healthaxis Owned Software and Healthaxis Owned Materials shall remain the property of Healthaxis. TakCo shall not use any Healthaxis Owned Software or Healthaxis Owned Materials for the benefit of any person or Entity other than Healthaxis. Except as otherwise requested or approved by Healthaxis, TakCo and its Subcontractors shall cease all use of Healthaxis Owned Software and Healthaxis Owned Materials (except as may be provided in Article 14 of this Agreement) upon the later of the end of the Term or any Transfer Assistance Services period and shall deliver all source code and documentation relating to such Software upon the later of the completion of the Term or any Transfer Assistance Services period.

During the Term, and subject to obtaining any Required Consents, Healthaxis shall grant to TakCo, for the sole purpose of performing the Services during the Term and any Transfer Assistance Services period, any rights that may be necessary for TakCo to access and use Third Party Software and related Healthaxis Third Party Contracts that Healthaxis has with respect to such Third Party Software and Third-Party Contracts. TakCo shall comply with the duties, including use restrictions and those of nondisclosure, imposed on Healthaxis by such licenses and agreements made available to TakCo in writing. Except as otherwise requested or approved by Healthaxis (or the relevant licensor), TakCo shall cease all use of such Third-Party Software and Third-Party Contracts on the later of the end of the Term or Transfer Assistance Services period and shall return any and all such Software (including the source code, programmers notes and documentation pertaining thereto) to Healthaxis and/or any third-party licensor, if and as applicable.

Healthaxis and TakCo shall promptly inform the other Party of any breach of, or misuse or fraud in connection with, any Third-Party Contract(s), Equipment Lease or Third-Party Software license of which it becomes aware and shall cooperate with the other Party to prevent or stay any such breach, misuse or fraud.

Except as expressly provided in Section 18.2 of this Agreement, TakCo shall perform the Services to enable Healthaxis to meet or exceed the Service Levels set forth inSchedule C.

TakCo recognizes that its failure to perform the Services (e.g., failure to provide back-up generator power, to have redundant telecommunications lines to the Data Center or to provide TakCo personnel at the Indian facility) may prevent Healthaxis from meeting the Service Levels may subject Healthaxis to contractual penalties under agreements Healthaxis has with its customers. Accordingly, if TakCo fails to adhere to the Policy and Procedures Manual or otherwise fails to perform the Services other than the actions or omissions of Healthaxis or circumstances that are excused as Force Majeure under Section 18.2, and as a direct result Healthaxis fails to meet any Service Level for reasons then TakCo shall provide a credit to Healthaxis calculated in accordance with Schedule C that in any event will not exceed the actual amount of the credit, performance penalty or similar amount or adjustment actually paid or provided by Healthaxis to the impacted Healthaxis customer (“Service Level Credits”). To the extent new customers are added by Healthaxis for which different Service Levels and Service Level Credits will apply other than those specified as of the Effective Date, Healthaxis will advise TakCo of all the specific Service Levels and Service Level Credits for each such customer pursuant to agreed upon procedures. Any such additions or modifications to the Service Levels or Service Level Credits shall be subject to the mutual agreement of the Parties. To the extent Healthaxis customers’ monetary remedies are limited to service level credits or performance penalties in their contracts with Healthaxis for a given Service Level breach, Service Level Credits under this Agreement shall be Healthaxis’ sole monetary remedy for the breach of the Agreement by TakCo causing the Service Level failure.

If TakCo fails to provide Services and thereby prevents Healthaxis from meeting the Service Levels, TakCo shall:

TakCo shall use diligent efforts to complete the Root Cause Analysis within fifteen (15) days.

TakCo shall implement measurement and monitoring tools and metrics, as well as standard reporting procedures in accordance with the Policy and Procedures Manual to measure and report against the applicable Service Levels. TakCo shall utilize any tools and processes specified by Healthaxis to be used for change control and problem management in the Policy and Procedures Manual.

TakCo shall designate an “TakCo Project Executive” for Healthaxis. The TakCo Project Executive shall:

The Parties intend to create an independent contractor relationship and nothing in this Agreement shall operate or be construed as making Healthaxis or TakCo partners, joint venturers, principals, agents or employees of the other. No officer, director, employee, agent, Affiliate, contractor or Subcontractor retained by TakCo to perform work on Healthaxis’s behalf hereunder shall be deemed to be an officer, director, employee, agent, Affiliate, contractor or Subcontractor of Healthaxis. Notwithstanding Healthaxis’ rights hereunder, TakCo, not Healthaxis, has the sole right, power, and authority over the employment of the TakCo Personnel and the sole obligation to compensate such TakCo Personnel for all work performed by them on Healthaxis’ behalf pursuant to this Agreement.

TakCo agrees to follow the pre-employment and post-employment screening procedures applicable to specific functions used by Healthaxis for its own employees documented in the Policy and Procedures Manual.

During the Term and for a period of six (6) months following the expiration or termination hereof (including any extended post-termination/expiration transition period), TakCo will not solicit for employment directly, nor employ, any current employee of Healthaxis involved in the performance of Healthaxis’s obligations under this Agreement without the prior written consent of Healthaxis. During the Term and for a period of six (6) months following the expiration or termination hereof (including any extended post-termination/expiration transition period), Healthaxis will not solicit for employment directly, nor employ, any current employee of TakCo or its Affiliates involved in the performance of TakCo’s obligations under this Agreement without the prior written consent of TakCo. For purposes of this Section 8.6, “current employee” shall be deemed to include an employee of the applicable Entity who is then currently actively employed by the Entity or who was so employed by the Entity within the previous six (6) month period.

TakCo shall assign to the performance of its obligations under this Agreement the number of TakCo Personnel specified in a detailed staffing schedule mutually agreed by the Parties (the “Staffing Plan”). The Staffing Plan shall be reviewed and updated weekly and shall be maintained in a manner that will permit TakCo to assign to the Services an adequate number of staff to perform all of TakCo’s obligations hereunder, including, without limitation, administration, management, audit support, reporting and meetings requirements. Many of the functions may require a number of Personnel that is variable in nature and therefore the Parties shall develop policies and procedures to implement and maintain the Staffing Plan on an ongoing basis. All changes to the Staffing Plan will be made by mutual agreement of the Parties based on the expected volumes and business requirements of Healthaxis. Additional requirements for staffing shall be included in the Staffing Plan with as much notice as possible and at least reasonable notice (generally at least thirty (30) days advance notice is preferred unless otherwise agreed). Healthaxis will provide TakCo with as much notice as possible and at least reasonable notice (generally at least thirty (30) days advance notice is preferred unless otherwise agreed) of reductions in the staffing requirements. Generally, all TakCo Personnel assigned to the Healthaxis account will be fully dedicated to the Healthaxis account and may not be utilized by TakCo on non-Healthaxis business; provided however, that it is understood and agreed that the TakCo Project Executive and other TakCo employees who provide administrative, management and other overhead functions on behalf of TakCo in carrying out the obligations of TakCo in this Agreement as well as other TakCo business are not dedicated or billable to Healthaxis.

TakCo Personnel shall perform the Services in accordance with the Policy and Procedures Manuals as specified by Healthaxis from time to time. In the event of a conflict between the provisions of this Agreement and the Policy and Procedures Manuals, the provisions of this Agreement shall control unless the Parties expressly agree otherwise and such agreement is set forth in the relevant portion of a Policy and Procedures Manual approved by Healthaxis and TakCo in writing.

Subject to Section 4.1(b), Healthaxis may hire contractors, subcontractors, consultants and/or other third parties (“Healthaxis Third Party Contractors”) to perform any tasks related to the Services or any New Services. TakCo Personnel shall reasonably cooperate with and work in good faith with Healthaxis Third Party Contractors as directed by Healthaxis, subject to reasonable protection of TakCo’s Confidential Information and intellectual property and an equitable adjustment in the Staffing Plan and Charges.

In order to assist Healthaxis in its business planning, during the Term, representatives of the senior management of TakCo and representatives of the senior management of Healthaxis agree to meet in person or telephonically no less frequently than monthly (provided that such parties shall meet in person no less frequently than quarterly) (a) to discuss, prioritize and balance Healthaxis’s needs and TakCo’s resources on the Healthaxis account, including, without limitation, manpower and personnel resources, and (b) to discuss any other matters arising under this Agreement. Such meetings will include review of monthly reports, planned or anticipated activities and changes that might materially and adversely affect performance, and such other matters as appropriate.

TakCo shall perform the Services in an accurate and timely manner, in accordance with the Policy and Procedures Manuals.

Healthaxis shall have final authority to promulgate processes, procedures, manners and methods to be used in performance of the Services and information technology architectures, standards and plans used to provide or support the Services, and to modify or grant waivers from such processes, procedures, manners, methods, architectures, standards or plans, all in accordance with the Policy and Procedures Manuals. TakCo shall (i) comply with and enforce the processes, procedures, manners, methods, information technology architectures, standards and plans as specified by Healthaxis from time to time and delivered to TakCo, provided any changes are subject to an equitable adjustment to the Staffing Plan and Charges, (ii) modify the Services as and to the extent necessary to conform to changes to the same, subject to an equitable adjustment to the Staffing Plan and Charges, and (iii) obtain Healthaxis’ prior approval for any deviations therefrom.

TakCo shall not make any changes to the Services except in accordance with an agreed-upon change control procedures contained in the Policy and Procedures Manuals.

Healthaxis shall have the right to notify TakCo of changes in Laws applicable to Healthaxis that may impact the means or manner of providing the Services. TakCo shall make all reasonable efforts required to implement any modifications to the Services in accordance with the Policy and Procedures Manual prior to any applicable deadline imposed by the regulatory or other governmental body having jurisdiction for such requirement or change subject to an equitable adjustment in the Staffing Plan and Charges.

In addition to Healthaxis’ responsibilities as expressly set forth elsewhere in this Agreement and in the Policy and Procedures Manuals, Healthaxis shall be responsible for the following:

TakCo acknowledges that, except as expressly provided otherwise in this Agreement or other instrument signed by an authorized representative of Healthaxis, incidental expenses that TakCo incurs in performing the Services are included in TakCo’s Charges and the PPPM rates set forth in this Agreement. Accordingly, such TakCo expenses are not separately reimbursable by Healthaxis unless Healthaxis has agreed in advance and in writing to reimburse TakCo for the expense.

The Parties’ respective responsibilities for taxes arising under or in connection with this Agreement shall be as follows:

Any periodic charges that may become due under this Agreement are to be computed on a calendar month basis, and shall be prorated for any partial month on a calendar day basis.

TakCo will invoice Healthaxis after the first day of each month during the Term for amounts attributable to Services performed during the preceding month. The invoice will state separately applicable taxes owed by Healthaxis, if any, by tax jurisdiction. Healthaxis will pay all undisputed invoiced Charges (subject toSection 12.3) in United States Dollars, by electronic funds transfer to an account designated by TakCo or by check sent to TakCo at ______within thirty (30) days after the date of Healthaxis’ receipt of the invoice. Each invoice shall be accompanied by such details of Charges as are necessary to meet Healthaxis’ requirements under government accounting rules and regulations, to validate volumes and fees, and to satisfy Healthaxis’ internal accounting requirements. TakCo shall include the pricing methodologies, calculations and related data utilized to establish the Charges.

To the extent a credit (including credits for past overcharges, etc.) may be due to Healthaxis pursuant to this Agreement, TakCo shall provide Healthaxis with an appropriate credit against amounts then due and owing.

With respect to any amount to be paid or reimbursed by Healthaxis hereunder, Healthaxis may set off against such amount any amount that TakCo is obligated to pay Healthaxis hereunder.

Healthaxis Data is and shall remain the property of Healthaxis and its customers, as applicable. TakCo shall, at the times specified below, promptly deliver to Healthaxis in the available format and on the media then used by TakCo to provide the Services: (a) a copy of all Healthaxis Owned Materials and Healthaxis Data (or such portions as shall be specified by Healthaxis) and (b) a copy of all Developed Materials (or such portions as shall be specified by Healthaxis). Such deliveries shall occur: (i) at any time at Healthaxis’ request, (ii) at the end of the Term and upon the completion of all requested Transfer Assistance Services, or (iii) with respect to particular Healthaxis Data or Healthaxis Owned Materials, at such earlier date that Healthaxis requests such data. Thereafter, if requested by Healthaxis, TakCo shall destroy or securely erase all copies of the Healthaxis Data and Healthaxis Owned Materials in TakCo’s possession or under TakCo’s control. TakCo shall not withhold any Healthaxis Data or any of the items specified in this Section as a means of resolving any dispute. TakCo may retain one (1) copy of the Healthaxis Data and Healthaxis Owned Developed Materials to determine TakCo’s or its agents’ rights under this Agreement. TakCo shall be relieved of its obligations to provide the Services to the extent that its performance is prevented or hindered by the return, erasure or destruction of Healthaxis Data or Healthaxis Owned Materials or reports prepared pursuant to this Section 13.1. Except to the extent expressly permitted under this Agreement, Healthaxis Data and Healthaxis Owned Materials shall not be utilized by TakCo for any purpose other than the performance of Services under this Agreement and shall not be disclosed (except as provided in Article 14), sold, assigned, leased, licensed or otherwise provided to third parties by TakCo or commercially exploited by or on behalf of TakCo or any TakCo Personnel. TakCo shall not possess or assert any lien or other right against or to Healthaxis Data.

Healthaxis will have unrestricted access to, and the right to review and retain the relevant portion of all computer or other files containing Healthaxis Data. At no time will any of such files or other materials or information be stored or held in a form or manner not readily accessible to Healthaxis. TakCo will provide to the Healthaxis Project Executive and his designees all passwords, codes, comments, keys, documentation and the locations of any such files and other materials promptly upon the request of Healthaxis, including Equipment and Software keys and such information as to format, encryption (if any) and any other specification or information necessary for Healthaxis to retrieve, read, revise and/or maintain such files and information. Upon the request of the Healthaxis Project Executive, TakCo will confirm that, to the best of its knowledge, all files and other information provided to Healthaxis are complete and that no material element, amount or other fraction of such files or other information to which Healthaxis may request access or review has been deleted, withheld, disguised or encoded in a manner inconsistent with the purpose and intent of providing full and complete access to Healthaxis as contemplated by this Agreement.

Healthaxis’ various customers and/or their respective clients are considered "Covered Entities" as that term is defined within the Administrative Simplification provisions of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), including the HIPAA privacy regulation, 45 C.F.R. Part 160 and Part 164, Subparts A and E, the Standards for Privacy of Individually Identifiable Health Information (“Privacy Rule”) and the HIPAA security standards, 45 C.F.R. Part 164, Subpart C, the Security Standards for the Protection of Electronic Protected Health Information (“Security Rule”). In accordance with HIPAA, Healthaxis has entered into agreements with its customers that meet the requirements of HIPAA, and which require that Healthaxis enter into a similar agreement with TakCo prior to disclosing any protected health information to TakCo. Simultaneously with the execution of this Agreement, TakCo and Healthaxis shall enter into a mutually agreed Business Associate Agreement (the “HIPAA BA Agreement”) with Healthaxis that meets the requirements of HIPAA and the obligations of Healthaxis to its customers. Healthaxis shall maintain the Policy and Procedures Manual so that the Services if performed in accordance with the Manual shall comply with HIPAA, including the Privacy Rule and Security Rule. TakCo and its Personnel shall be familiar with the requirements of HIPAA set forth in the Policy and Procedures Manual and shall strictly comply with such requirements, including the Privacy Rule and the Security Rule, in performing the Services and with regard to all protected health information that is disclosed to them by Healthaxis. Healthaxis will provide TakCo with appropriate HIPAA awareness training materials for use in complying, and appropriate training to comply, with this requirement.

Healthaxis shall be the sole and exclusive owner of the Healthaxis Owned Materials and all intellectual property rights, including copyright, in all Developed Materials.

This Agreement shall not confer upon either Party intellectual property rights in Materials of the other Party (to the extent not covered by this Article 14).

As part of the Transfer Assistance Services, TakCo shall deliver to Healthaxis all Developed Materials in the format and medium in use by TakCo in connection with the Services as of the date of such expiration or termination, and shall ensure that all delivered source code matches with the then current production version of the object code as delivered. Following confirmation by Healthaxis that the copies of the Healthaxis Owned Materials delivered by TakCo are acceptable and the completion by TakCo of any Transfer Assistance Services for which such Materials are required, TakCo shall destroy or securely erase all other copies of such Materials then in TakCo’s possession and cease using such Materials for any purpose.

Nothing contained in this Agreement shall restrict either Party from the use of any generic data analysis and evaluation, ideas, concepts, know-how, or techniques developed or learned by such Party in connection with this Agreement, provided that in doing so such Party does not disclose Proprietary Information to third parties or infringe the intellectual property rights of the other Party or third parties who have licensed or provided materials to the other Party.

(a) TakCo warrants that it shall, as part of the Services, maintain all Workstations that are necessary to perform the Services: (i) in good operating condition, subject to normal wear and tear; (ii) undertaking repairs and preventive maintenance on Workstations for which TakCo is designated to be responsible hereunder in accordance with the applicable Workstation manufacturer’s recommendations and requirements; and (iii) performing Third Party Software maintenance in accordance with the applicable Software vendor’s written documentation.

(b) Healthaxis warrants that it shall, as part of the Services, maintain all Equipment that Healthaxis provides that is necessary to perform the Services, including Healthaxis Equipment: (i) in good operating condition, subject to normal wear and tear; (ii) undertaking repairs and preventive maintenance on such Equipment for which Healthaxis is designated to be responsible hereunder in accordance with the applicable Equipment manufacturer’s recommendations and requirements; and (iii) performing Third Party Software maintenance in accordance with the applicable Software vendor’s written documentation.

Each Party represents and warrants to the other that:

Each Party warrants that it shall take commercially reasonable actions and precautions to prevent the introduction and proliferation, and reduce the effects, of any Malicious Code into the other Party’s information technology environment or any system used by TakCo to provide the Services.

TakCo shall not insert into the Software or Developed Materials any code which could be invoked to disable or otherwise shut down all or any portion of the Software or Healthaxis systems. With respect to any disabling code that may be part of any Third Party Software, neither Party shall invoke or cause to be invoked such disabling code at any time, including upon expiration or termination of this Agreement for any reason, without the other Party’s prior written consent.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

TakCo agrees to keep in full force and effect and maintain at its sole cost and expense the following policies of insurance during the term of this Agreement:

In the event Healthaxis requests that TakCo increase its coverage levels or provide for more specific coverages that may be necessary to meet a specific obligation to a Healthaxis customer regarding coverage to be maintained by Healthaxis and its affiliates providing services on behalf of such customer, then TakCo will obtain such more specific coverages, and the Parties will make an equitable adjustment to the Charges if necessary to cover the increased cost to TakCo.

TakCo shall upon Healthaxis’ request provide Healthaxis with certificates of insurance evidencing compliance with this Article 16 (including evidence of renewal of insurance) signed by authorized representatives of the respective carriers for each year that this Agreement is in effect. Each certificate of insurance shall include a statement that the issuing company shall not cancel, nonrenew, reduce or otherwise change the insurance afforded under the above policies unless thirty (30) days’ notice of such cancellation, nonrenewal, reduction or change has been provided to Healthaxis

The obligation of TakCo to provide the insurance specified herein shall not limit in any way any obligation or liability of TakCo provided elsewhere in this Agreement.

Except as provided below, each Party shall be responsible for risk of loss of, and damage to, any Equipment, Software or other Materials owned by it. Each Party shall promptly notify the other of any damage (except normal wear and tear), destruction, loss, theft or governmental taking of any item of Equipment, Software or other Materials in the possession of such Party or on its premises of such Party, whether or not insured against by such Party, whether partial or complete (“Event of Loss”). For any Healthaxis Event of Loss, TakCo shall cooperate and assist Healthaxis with respect to the repair or replacement as part of the Services. TakCo shall be responsible for any such Healthaxis Event of Loss which results from TakCo’s negligence or willful misconduct.

In addition to all other rights and remedies Healthaxis may have under this Agreement or at law or in equity, TakCo agrees to indemnify, defend and hold harmless Healthaxis and its officers, directors, employees, agents, Affiliates, successors and assigns from any and all Losses and threatened Losses arising from or in connection with any third party claims of the following:

In addition to all other rights and remedies TakCo may have under this Agreement or at law or in equity, Healthaxis agrees to indemnify, defend and hold harmless TakCo and its officers, directors, employees, agents, Affiliates, successors and assigns from any Losses and threatened Losses arising from or in connection with any third party claims of the following:

In addition to all other rights and remedies the Parties may have under this Agreement or at law or in equity, TakCo and Healthaxis each agree to indemnify, defend and hold harmless the other, and their respective Affiliates, officers, directors, employees, agents, successors and assigns, from any and all Losses and threatened Losses to the extent they arise from or in connection with any of the following: (a) the death or bodily injury of any agent, employee, customer, business invitee, business visitor or other person caused by the negligence or other tortious conduct of the indemnitor; and (b) the damage, loss or destruction of any real or tangible personal property caused by the negligence or other tortious conduct of the indemnitor.

In addition to all other rights and remedies the Parties may have under this Agreement or at law or in equity, the Parties agree as follows:

With respect to third party claims, the following procedures shall apply:

In the event that an indemnitor shall be obligated to indemnify an indemnitee pursuant to Sections 17.1 through 17.3 or any other provision of this Agreement, the indemnitor shall, upon payment of such indemnity in full, be subrogated to all rights of the indemnitee with respect to the claims to which such indemnification relates.

Subject to the specific provisions of this Article 18, it is the intent of the Parties that each Party shall be liable to the other Party for any actual damages incurred by the non-breaching Party as a result of the breaching Party’s failure to perform its obligations in the manner required by this Agreement.

Prior to the initiation of formal dispute resolution procedures under Section 19.2, the Parties agree that the Healthaxis Contract Executive and the TakCo Project Executive will attempt in good faith to resolve all disputes. In the event the Healthaxis Contract Executive and the TakCo Project Executive are unable to resolve a dispute in an amount of time that either Party deems reasonable under the circumstances, such Party may refer the dispute for resolution pursuant to Section 19.2 below upon written notice to the other Party.

Any unresolved controversy or interpretation involving this Agreement or claim arising from the Services shall be determined by binding arbitration pursuant to the commercial arbitration rules of the American Arbitration Association. The arbitration shall be held in the Dallas, Texas area. If the Parties cannot agree on a single arbitrator within seven (7) working days of the delivery of the request for arbitration, then three (3) disinterested arbitrators shall be used, one to be chosen by each of the Parties, and the third arbitrator chosen by the first two arbitrators before they enter upon arbitration, to act as umpire. If either Party fails to appoint an arbitrator, or if the first two arbitrators fail to appoint a third arbitrator, within seven (7) working days from the date such obligation arises, either Party may request the Arbitration Association to appoint the necessary arbitrator(s). Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The costs arising from such arbitration shall be borne and paid as the arbitrator(s) shall direct. The Parties shall abide by, observe, and perform all directions, decisions and awards made by the arbitrator(s) and submit in writing information as the arbitrator(s) shall request. During or prior to the arbitration, the Parties shall not prosecute or commence any suit or action against the other touching on any of the matters referred to the arbitrator(s).

The Parties agree that the only circumstance in which disputes between them shall not be subject to the provisions of this Section 19.2 is where a Party makes a good faith determination that a breach of the terms of this Agreement by the other Party is such that the damages to such Party resulting from the breach will be so immediate, so large or severe, and so incapable of adequate redress after the fact that a temporary restraining order or other immediate injunctive relief is the only adequate remedy. If a Party files a pleading with a court seeking immediate injunctive relief which is challenged by the other Party and the injunctive relief sought is not rewarded in substantial part, the Party filing the pleading seeking immediate injunctive relief shall pay all of the costs and attorney’s fees of the Party successfully challenging the pleading.

Each Party agrees that it shall, unless otherwise directed by the other Party, continue performing its obligations under this Agreement (including providing all Services and Transfer Assistance Services) while any dispute is being resolved unless and until the Term ends.

This Agreement and performance under it shall be governed by and construed in accordance with the applicable laws of the State of Texas, without giving effect to the principles thereof relating to conflicts of laws.

This Agreement may be terminated either in whole or in part as to a particular portion of the Services at any time by giving the other Party at least one hundred eighty (180) days’ prior written notice designating the termination date if there are changes in the applicable Laws following the Effective Date that frustrate the essential purpose of the Agreement.

Except in the case of a valid termination for cause by TakCo (unless Healthaxis agrees to pay for Services provided by or for TakCo in advance and cures any payment default that causes such termination), Healthaxis may elect, upon sixty (60) days’ prior written notice, to extend the effective date of any expiration/termination or Transfer Assistance one time, at its sole discretion, provided that the total of such extension will not exceed one hundred and eighty (180) days following the originally specified effective termination date without TakCo’s prior written consent.

Healthaxis may terminate this Agreement by giving TakCo notice of the termination at least 90 days prior to the termination date specified in the notice if Tak Investments, Inc., a Delaware corporation neither (i) owns in the aggregate twenty-five percent (25%) or more of the common stock of Healthaxis Inc. on a fully-diluted basis (including all outstanding shares of Healthaxis common stock and all outstanding securities of any type that are or may become exercisable for or convertible into shares of Healthaxis common stock), nor (ii) owns in the aggregate seventy-five percent (75%) or more of the combined number of (x) shares of Healthaxis Inc. common stock (“Purchased Shares”) purchased by Tak Investments, Inc. pursuant to that certain Stock and Warrant Purchase Agreement between Healthaxis and Tak Investments, Inc. dated February 23, 2005 (the “Purchase Agreement”), (y) shares of Healthaxis Inc. common stock subject to purchase pursuant to the “Purchased Warrants” (as defined in the Purchase Agreement) from time to time prior to the expiration date of each Purchased Warrant, and (z) any shares of Healthaxis Inc. common stock issued upon the exercise of the Purchased Warrants from time to time.

This Agreement, including any Schedules and Exhibits referred to herein and attached hereto, each of which is incorporated herein for all purposes, constitutes the entire agreement between the Parties with respect to the subject matter hereof. There are no agreements, representations, warranties, promises, covenants, commitments or undertakings other than those expressly set forth herein. This Agreement supercedes all prior agreements, representations, warranties, promises, covenants, commitments or undertakings, whether written or oral, with respect to the subject matter contained in this Agreement. No amendment, modification, change, waiver or discharge hereof shall be valid unless in writing and signed by an authorized representative of the Party against which such amendment, modification, change, waiver or discharge is sought to be enforced.

All notices, requests, demands and determinations under this Agreement (other than routine operational communications) shall be in writing and shall be deemed duly given (i) when delivered by hand, (ii) one (1) day after being given to an express courier with a reliable system for tracking delivery, (iii) when sent by confirmed facsimile with a copy sent by another means specified in this Section 21.4, or (iv) six (6) days after the day of mailing, when mailed by registered or certified mail, return receipt requested, postage prepaid and addressed as follows:

In the case of Healthaxis:

Healthaxis
7301 North State Hwy 161
Suite 300
Irving, Texas 75039
Attention: John M. Carradine, President

With a copy to:

Healthaxis
7301 North State Hwy 161
Suite 300
Irving, Texas 75039
Attention: J. Brent Webb, SVP & General Counsel

In the case of TakCo:

A Party may from time to time change its address or designee for notification purposes by giving the other Party prior written notice of the new address or designee and the date upon which the change will become effective.

This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the Parties hereto.

The article and section headings used herein are for reference and convenience only and shall not be considered in the interpretation of this Agreement.

In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision shall be valid and enforceable to the full extent permitted by law.

Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action by either Party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

Any provision of this Agreement which contemplates performance or observance subsequent to any termination or expiration of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect.

Neither Party shall use the other Party’s name or mark or refer to the other Party directly or indirectly in any media release, public announcement or public disclosure relating to this Agreement, without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may reference and disclose this Agreement and its relationship with the other Party in any public filings when required by law or in accordance with customary or recommended practice.

Each Party agrees that it shall not, without the other Party’s prior written consent, use any of the names, service marks or trademarks of each other or Affiliates in any of its advertising or marketing materials.

The Parties acknowledge that certain Software and technical data to be provided hereunder and certain transactions hereunder may be subject to export controls under the laws and regulations of the United States and other countries. No Party shall export or re-export any such items or any direct product thereof or undertake any transaction in violation of any such laws or regulations.

This Agreement is entered into solely between, and may be enforced only by, Healthaxis and TakCo. This Agreement shall not be deemed to create any rights or causes of action in or on behalf of any third parties, including without limitation employees, vendors and customers of a Party, or to create any obligations of a Party to any such third parties.

In the event of a conflict, this Agreement shall take precedence over the Schedules attached hereto.

Each Party covenants and agrees that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each Party shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate the purposes of this Agreement.

The Parties each acknowledge that the terms and conditions of this Agreement have been the subject of active and complete negotiations, and that such terms and conditions should not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement.

Healthaxis shall train and supervise the TakCo Personnel so as to achieve the Service Levels.

TAT shall mean the percentage of claim form processing completed within the Service Level for a given day calculated pursuant to the Policies and Procedures Manual. The TAT Service Level calculation begins with the receipt of an individual claim (attachment, correspondence or other item to be processed) at the processing facility.

Field Accuracy Measurement. Field Accuracy shall mean the average percentage of the applicable Field Errors by Field Category (i.e. Critical, High or Normal) compared to the total Fields by Field Category found in the claims processed during a given week. Field Categories will be designated in the Data Entry keying instructions for each Healthaxis client to be delivered to TakCo Personnel working on that client’s claims. The measurement is calculated as a percentage, the numerator of which is the total Field Errors by Field Category detected, and the denominator of which is the total Fields by Field Category processed by TakCo during the week. An “Error Field” shall mean a field not corrected by the applicable automated keying rules but which is detected by an auditor during visual verification. In calculating the average percentage of applicable Field Errors by Field Category, a minimum of 5% of all claims processed will be audited. Only the 5% audited will be used for the Field Accuracy Measurement.

Phase I and Phase II. The total monthly Charge for the full service production center shall be equal to the total PPPM rate for the number of Data Entry Operators dedicated to the Healthaxis account during the month. The PPPM rate is as follows:

The PPPM rate shown above is fully loaded and includes all direct labor, general and administrative costs, benefits, equipment, telecom and data communications up to but excluding the router at the Data Center, physical space and facility, depreciation, insurance and fees, office expenses and an overhead fee factor. The Facility Director, Production Manager(s) and Floor Supervisor(s) as well as all equipment, telecom and data communications up to but excluding the router at the Data Center, physical space and facility requirements as specified in the Production Center Requirements Document are included in the PPPM rate for Data Entry Operators and are provided by TakCo at no additional charge.

Healthaxis will provide the servers to be placed on site at the production center as specified in the Production Center Requirements Document.

Each Party will pay its own start up costs, including travel and living expenses.

The all-in charge for the hosting and support of the Healthaxis data center at the Virginia facility will be proposed by TakCo following approval of the Data Center Requirements Document. The final monthly charge shall be mutually agreed upon prior to commencement of the move.

Each Party will pay its own start up costs, including shipping, travel and living expenses following relocation of the Data Center be relocated.

The PPPM rates for the following resources are as follows:

Each Party will pay its own start up costs, including travel and living expenses.

1. 300 sq feet of space.

2. 2 of 30amp 208 electrical circuits

3. 30 of 20amp 110 electrical circuits

4. Internet connection - 2 10meg Ethernet connections preferred, setup in a redundant mode. Two redundant ISP's providing redundancy is a must (1 main and 1 standby for redundancy), with an estimated committed bandwidth rate of 3 - 5mbs (exact committed rate to be determined later).

5. One class C of internet IP addresses.

6. About 16-17 cross connects to carriers for outside lines - i.e. T1's etc.. To clients and other Healthaxis facilities.

7. 2 analog phone lines in the cage.

8. Operator assistance to reboot servers etc. We will need the ability to call someone for assistance.

9. Data center physical security and redundancy should include:

10. Security systems should include:

1. All functions that move to India will need data communication to the Data Center. For these functions to move to India TakCo will need additional bandwidth above and beyond that to be provided for the Part I Services, and consideration will need to be made so that Image traffic from the Part I Services will not impede the other functions from operating.

2. Operations functions in India

Equipment to be provided by TakCo will include:

3. Unidata Claims/Admin Development in India

Equipment in India needed will include:

4. ..net development in India

Equipment in India needed will include:

Copyright Notice

Copyright © 2004-2005 Healthaxis LTD. This document is unpublished and the foregoing notice is affixed to protect Healthaxis LTD in the event of inadvertent publications.

All rights reserved. No part of this document may be reproduced in any form, including photocopying or transmission electronically to any computer, without prior written consent of Healthaxis LTD. The information contained in this document is confidential and proprietary to Healthaxis LTD. and may not be used or disclosed except as expressly authorized in writing by Healthaxis LTD.

Trademarks

Other product names mentioned in this document may be trademarks or registered trademarks of their respective companies and are hereby acknowledged.

Revision History

Superseded Deliverables

This document/release supersedes the following deliverables:

Healthaxis currently operates three production centers to support its BPO services offerings.

Mail and scan center in Las Colinas, Texas
Data capture center in Castle Dale, Utah
Data capture center in Montego Bay, Jamaica

Healthaxis intends to establish a third data capture center in India using an affilaite. This center is being added for the following reasons:

Additional capacity to meet growth demands
Enhanced production scalability for new business
Improved disaster recovery and business continuity capability
Average production cost improvements

This center will operate using Healthaxis’ proprietary software technology systems and our established production processes, procedures, and standards employed at the company’s other production centers. It will, for all intent and purposes, be identical in operation to our other centers.

A Healthaxis affiliate will be responsible for establishing the production facilities, infrastructure, and employee resources at the India location to support production operations. This document is a high-level requirements review for the operating environment of the proposed India center.

This document includes descriptions of the organizational requirements for the India Center. It has detailed requirements information such as job descriptions, staffing levels, facility design, security, computer hardware, data communications and other information needed to create a successful operating environment. The purpose of this review is to provide an understanding of the current operating environment and to introduce the production procedures and processes that will be implemented in the India center.

Additional questions should be directed to the following individuals:

John Carradine
President
(972) 443-5223
***@***

Bill Malone
VP of Operations
435 ###-###-####
***@***

The current production organization is outlined below. The proposed India center has been included. The Director of Production is responsible for ensuring that in aggregate, the production centers maintain the resources required to support Healthaxis’ BPO operations. This includes ensuring the facilities are properly maintained and that both personnel and technical resources are available to meet the production schedule in accordance with the contractual service levels the Company has with each of its customers.

The Facility Director for the India center will be responsible to the US based Director of Production in accomplishing the production operations assigned to the center. The following organization chart outlines the initial organization of a data entry center. For a 10,000 claim per day operation, we believe the center is manageable by a single production manager as shown in the Phase I organizational chart below. However, as the business grows and volume increases the organization would change to include other job functions including supervisors, auditors, unit acceptance testing personnel, technical personnel, etc… Accordingly, a full organization chart is also shown below as Phase II.

Phase I Organizational Chart:

Phase II Organizational Chart:

Facility Director – the Facility Director is responsible for the day-to-day operation of the center.

Production Manager – the Production Manager is responsible for coordinating all the production resources to meet the production goals of the center. The following personnel support the Production Manager in this task:

Floor Supervisors – Floor Supervisors are responsible for managing data entry operators. One supervisor is assigned for each 20-25 data entry operators.

UAT – User Acceptance Testers – normally a center will have 1-2 UAT operators. It is the responsibility of the UAT operators to test new system applications and updates to current applications.

Quality Control – the quality control operators are responsible for conducting the daily audits of the work processed. Experienced and reliable data entry operators are assigned to perform this function.

Technical and Admin Manager – Typically, there is a Technical and Admin Manager who is responsible for providing the technical support for the center. This requires minimal technical knowledge because the Healthaxis technical support team in Dallas provides the majority of support. For the India center, it is assumed that these limited technical services will be provided by other resources that are available to Healthaxis at the site as some of the other technical functions are moved from Dallas to India. Under the master Remote Resourcing Agreement, the administrative functions normally performed by the Technical and Admin Manager, including human resources support, payroll, ordering of supplies and equipment, and other day-to-day administrative support are the responsibility of the affiliate. As a result, this position has been eliminated from the model for the India center.

The following staff are required to support the processing of 10,000 HCFA 1500 claims per day at full productivity:

This plan further assumes that the following strategy will be implemented to support the data capture operations:

The model is reviewed weekly to determine any changes in production speed and volume trends and the impact on staffing. Required staffing level decisions are made each week.

Training for key entry operators begins at hiring. All applicants for data capture positions must first pass a test to assess their data capture skills and learning capability. The Production Manager interviews qualified applicants. Training of new employees begins with 10 to 20 hours of classroom training. This training consists of proper security measures, the handling of sensitive medical information, learning various claim types, and the data capture requirements for the specific client.

Upon successful completion of the classroom training the new employee is assigned to a workstation for additional training. This phase of the training includes processing live documents with a 100% audit of their work. The training program is designed to ensure that quality levels are achieved before the focus changes to productivity.

The data capture training and retention requirements are attached hereto as Exhibit E.

The Facility Director must be an experienced manager in the data capture business, or at least experienced at managing broad spans of control in a production environment. This person must be capable of managing a complex environment that includes the following:

Data entry operators must be able to pass the minimum requirements for data capture productivity and be capable of understanding medical claims data capture requirements.

The staffing plan above is based upon data entry operators at full productivity. It normally takes two to three months for a new operator to reach full productivity. For any new implementation it is the Healthaxis procedure to hire the number of operators required to process the full claims volume, begin the implementation with a volume of claims to match the productivity level of the operators, and then increase the volume as the productivity level increases over the two to three month period.

To support the processing of 10,000 HCFA 1500 claims daily a staff of twenty-one individuals is required:

Once this volume is achieved and the operation is stable and meeting performance and productivity standards, additional volumes will be added and a detailed staffing plan developed to meet the increasing volumes.

General guidelines for each position that may be staffed in India are provided in separate documents (attached hereto as Exhibits A-D).

Healthaxis has contractual obligations in meeting our customer’s service levels for returning the captured data within required timeframes. The normal timeframes are 95% of the data returned within 24 hours and 100% returned within 48 hours. We are contractually obligated to work the normal US business week except for US recognized holidays.

The following outlines the minimum requirements to support the data capture operations:

The affiliate is responsible for providing the facilities that meet these minimum standards.

Physical security arrangements for the facility should include restricted access to the facility for all non-employees. Visitors cannot be allowed to view the data capture operations without signing non-disclosure agreements.

The Healthaxis security design requires several layers of security to protect our systems. Outlined below is a high level look at our security layers:

The affiliate is responsible for meeting the security requirements.

The following outlines the minimum requirements for the workstations. In addition for security purposes all workstations should not have removable disks, internet access or any form of printing capability:

Pentium class desktop
1GHz processor
256 MB RAM
10 GB hard drive
19" monitor

The affiliate is responsible for providing the workstations.

The following outlines the requirements for the servers to support the data capture operations. These servers will be owned by Healthaxis. The servers will be purchased and configured by the Healthaxis technical support and shipped to India for installation:

Technical support for the servers will require remote administrative access for the Healthaxis staff. The affiliate is responsible for providing connectivity at the facilitiy that will meet Healthaxis reasonable requirements for support of these servers.

To support the data capture processing of 10,000 HCFA 1500 claims per day the following information is provided:

1. Image transmission to India - the 10,000 claims will equal about 540,000,000 bytes. Theoretically, a 256Kbps line can transmit this volume in about 5 hours. Adding in some time for workflow overhead and re-transmits, a realistic estimate is probably seven hours. The estimate for a 512Kbps line is about 4 hours and for a 128Kbps line the estimate is about 13 hours.

2. Data transmission to India – Each claim is about 3.5K in size for a total of 35,000,000 bytes for 10,000 claims. Assuming a 256Kbps line, and accounting for processing time in India, this will require about 30 minutes. This speed should be adjusted accordingly for the other line speeds.

3. Data transmission back to the Data Center – For the captured data the size is about 10K per claim for a total of 100,000,000 bytes for 10,000 claims. Assuming a 256Kbps line, and accounting for processing time in Texas, this will require about 90 minutes. This speed should be adjusted accordingly for the other line speeds.

4. The final decision on adequate data line size will be based upon the need to get claims to the India center in adequate time to perform the data capture processing. The following is a summary of the transmission time by line size:

A 256K line would need 7 + 0.5 + 1.5 = 9 hours
A 512K line would need half that, or 4.5 hours
A 128K line would need twice the 256K time, or 18 hours.

A major consideration for data line support will be required redundancy. Full redundant capability must exist to ensure production processing is not interrupted due to a single data line outage.

A basic diagram of the existing data communications architecture is provided at the end of this document.

The affiliate is responsible for providing data lines or equivalent at the facilitiy that will meet Healthaxis reasonable requirements for support of the volumes to be processed. Data security responsibilities of the affiliate will vary depending on the data communications alternatives it selects.

SUMMARY

Directs and coordinates activities of production department(s) in processing Documents or products in organization by performing the following duties personally or through subordinate supervisors.

ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned.

SUPERVISORY RESPONSIBILITIES

Manages at least three subordinate Production Supervisors. Is responsible for the overall directions, coordination, and evaluation of his/her unit. Also directly supervises all non-supervisory employees in each unit. Carries out supervisory responsibilities in accordance with the organization's policies and applicable laws. Responsibilities include interviewing, hiring, and training employees; planning, assigning, and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems.

QUALIFICATIONS

To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

EDUCATION and/or EXPERIENCE

Associate's degree (A. A.) or equivalent from two-year college or technical school; or one to two years related experience and/or training; or equivalent combination of education and experience.

LANGUAGE SKILLS

Ability to read, analyze and interpret general business periodicals, professional journals, technical procedures, or governmental regulations. Ability to write reports, business correspondence, and procedure manuals. Ability to effectively present information and respond to questions from managers, clients, customers, and other employees.

MATHEMATICAL SKILLS

Ability to work with mathematical concepts such as probability and statistical inference, and fundamentals of plane and solid geometry. Ability to apply concepts such as fractions, percentages, ratios, and proportions to practical situations.

REASONING ABILITY

Ability to define problems collects data, establish facts, and draw valid conclusions. Ability to interpret an extensive variety of technical instructions in mathematical or diagram form and deal with several abstract and concrete variables.

OTHER SKILLS include the following:

OCCUPATIONAL/TECHNICAL KNOWLEDGE

SUMMARY

Supervises and coordinates activities of Production Operators by performing the following duties.

ESSENTIAL DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned.

SUPERVISORY RESPONSIBILITIES

Supervises and is responsible for the directions, coordination, and evaluation of his/her unit. Carries out supervisory responsibilities in accordance with the organization's policies and applicable laws. Responsibilities include interviewing, and training employees; planning, assigning, and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems.

QUALIFICATIONS

To perform this job successfully, an individual must be able to perform each essential duty satisfactorily. The requirements listed below are representative of the knowledge, skill, and/or ability required. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

EDUCATION and/or EXPERIENCE

One year certificate from college or technical school; or three to six months related experience and/or training; or equivalent combination of education and experience.

LANGUAGE SKILLS

Ability to read, analyze and interpret general business periodicals, professional journals, technical procedures, or governmental regulations. Ability to write reports, business correspondence, and procedure manuals. Ability to effectively present information and respond to questions from managers, other supervisor, and employees.

MATHEMATICAL SKILLS

Ability to calculate figures and amounts such as discounts, interest, commissions, proportions, percentages, area, bonuses, and volume.

COMPUTER SKILLS

Should be proficient in Microsoft Office. (Excel, Word, Access, PowerPoint, Outlook etc.) Must be especially effective using Microsoft Access and Excel. Certification preferred. Must have valid identifications: Passport, Driver's License, or Voter's ID. Must have proof of citizenship, and work permit if required.

REASONING ABILITY

Ability to solve practical problems and deal with a variety of concrete variables in situations where only but little amount of standardization exists. Ability to interpret variety of instructions furnished in written, oral, diagram, or schedule form.

PHYSICAL DEMANDS

The physical demands described here are representative of those that must be met by an employee to successfully perform the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

While performing the duties of this job, the employee is regularly required to stand; walk; use hands to finger, handle, or feel; reach with hands and arms; and talk or hear. The employee frequently is required to sit. The employee must occasionally lift and/or move up

to 10 pounds. Specific vision abilities required by this job include close vision, distance vision, color vision, peripheral vision, and ability to adjust focus.

WORK ENVIRONMENT

The work environment characteristics described here are representative of those an employee encounters while performing the essential functions of this job. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

While performing the duties of this job, the employee is regularly required to talk, walk and lift weight up to 25 pounds; the working environment is usually quiet.