EX-10.(QQ) 3 0003.txt EXHIBIT 10.(QQ) SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT (this "Agreement"), dated as of January 26, 2001, is by and among HealthAxis Inc., a Pennsylvania corporation (the "Company"), and the Persons (as defined herein) set forth on the signature pages hereto. RECITALS WHEREAS, the Company, HealthAxis Acquisition Corp., a Pennsylvania corporation ("Newco"), HealthAxis.com , Inc., a Pennsylvania corporation ("HealthAxis"), and UICI, a Delaware corporation ("UICI"), have entered into an Amended and Restated Agreement and Plan of Merger, dated as of October 26, 2000 (the "Merger Agreement"); WHEREAS, pursuant to the Merger Agreement, it is contemplated that certain of the Holders (as hereinafter defined) will acquire shares of the Company's common stock, par value $0.10 per share (the "Common Stock"); WHEREAS, it is a condition to the consummation of the transactions contemplated by the Merger Agreement that the parties hereto enter into this Agreement; WHEREAS, in consideration of the execution and delivery of this Agreement by the Company, UICI is agreeing to terminate that certain Shareholders' Agreement dated as of January 7, 2000 by and among HealthAxis, the Company, UICI and the other parties thereto upon the execution and delivery of this Agreement; and WHEREAS, the Holders and the Company wish to record their understanding regarding certain matters relating to the management of the Company and certain other matters. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows: SECTION 1. Definitions. In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the following meanings when used in this Agreement: "Beneficial Owner" means any Person deemed to be a "beneficial owner" of a security as defined in Rule 13d-3 under the Exchange Act. The terms "Beneficially Own" and "Beneficial Ownership" have correlative meanings. "Board" means the Board of Directors of the Company. "Commission" means the Securities and Exchange Commission (or any other governmental body succeeding to the functions of the Securities and Exchange Commission). "Common Stock" has the meaning ascribed to such term in the Recitals. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Fully Diluted Basis" with respect to any security, means all of the issued shares of such security and includes, without limitation, (i) all of the outstanding shares of such security (except shares then held by or for the account of the issuer or its wholly owned subsidiaries), (ii) any and all shares of such security issuable upon conversion of securities convertible into such security, whether or not convertible at such time, and (iii) any and all shares of such security issuable upon exercise of other exercisable rights to acquire such security, including options, warrants and participation rights, whether or not exercisable at such time. "Holder" means any holder of Securities who is a party to this Agreement or who is a successor or assign or subsequent holder as contemplated by Section 13. "Nominee" has the meaning ascribed to such term in Section 2(a). "Person" means any individual, corporation, proprietorship, firm, partnership, limited partnership, limited liability company, trust, association or other entity. "Securities" means Common Stock or shares of capital stock or other securities, directly or indirectly, exercisable for or convertible into Common Stock; provided, however, that Securities shall not include any securities which have been sold (i) pursuant to a registration statement declared effective by the Commission or (ii) pursuant to Rule 144 promulgated by the Commission under the Securities Act. "Securities Act" means the Securities Act of 1933, as amended. SECTION 2. Board of Directors; Management of the Company. (a) The Holders and the Company agree that the Board shall consist of up to nine (9) members, and the parties hereto shall have the right to nominate a number of persons (each such person, a "Nominee") to serve as directors on the Board as follows: (i) UICI shall be entitled to nominate three (3) Nominees (Patrick McLaughlin, Gregory T. Mutz and Dennis B. Maloney being the initial UICI Nominees); (ii) the Company (acting by the vote of a majority of the members of the Board that are not nominated by UICI pursuant to clause (i) or agreed to by UICI pursuant to clause (iii)) shall be entitled to nominate three (3) Nominees (Michael Ashker, Alvin H. Clemens and Edward W. LeBaron, Jr. being the initial Company Nominees); and (iii) UICI and the Company (acting by the vote of a majority of the members of the Board that are not nominated by UICI pursuant to clause (i) or agreed to by UICI pursuant to clause (iii)) shall together agree mutually to nominate three (3) Nominees (with Henry Hager and 2 Jamie McLane being the initial Nominees agreed to by UICI and the Company). The Company and each Holder agrees to take all actions necessary so as to cause the Nominees to be elected to the Board including, without limitation, the voting of its shares of stock of the Company and causing the vote of all shares of stock of the Company Beneficially Owned by such Holder, the execution of written consents, the calling of special meetings, the removal of directors, the filling of vacancies on the Board, and the waiving of notice and the attending of meetings; provided, however, that UICI shall have no obligation to vote or cause the vote of any shares of stock of the Company Beneficially Owned by it which shares are subject to the terms of that certain Amended and Restated Voting Trust Agreement, dated as of July 31, 2000 among UICI and Michael Ashker, Edward W. LeBaron, Jr. and Dennis B. Maloney, as trustees thereunder. (b) No party shall nominate any person to the Board if: (i) such individual is employed by, or has investment interests, directly or indirectly, in, any material competitor of the Company (unless such investment constitutes less than two percent (2%) of the equity ownership in a public company and at the time of purchase has a fair market value of less than $50,000); (ii) such individual is not reasonably experienced in business, financial, insurance or e-commerce industry matters; (iii) such individual has been convicted of, or has pled nolo contendere to, a felony; (iv) the election of such individual would violate any law; or (v) any event required to be disclosed pursuant to Item 401(f) of Regulation S-K of the Exchange Act has occurred with respect to such individual. (c) A director elected pursuant to this Section 2 shall serve until (i) his or her term expires as provided in the Company's articles of incorporation and bylaws, (ii) he or she is removed pursuant to Section (2)(d) or (iii) the party who nominated such director no longer has the right to nominate a director, in which case the director so elected shall immediately resign and the size of the Board shall be decreased accordingly. (d) In the event of the death, disability, removal or resignation of any director designated pursuant to this Section 2, the party that designated such director shall notify the Company and the other parties hereto, within 30 days after such death, disability, removal or resignation, of a successor director who shall either (i) be appointed by the remaining directors then in office to serve the unexpired term of such director or (ii) be elected by the shareholders pursuant to the Company's bylaws. Each of the Company and UICI agrees to take all actions necessary to elect any such successor Nominee in the same manner as discussed in Section 2(a). (e) The Board may create committees to assist in governing the Company, however, no executive committee may be formed without the consent of all of the members of the Board that are Nominees of either UICI or of the Company. (f) So long as this Section 2 remains in effect, the Board nomination rights of UICI hereunder shall supersede any rights UICI may have to nominate Board members under any other agreement. After such time as UICI is no longer entitled under this Section 2 to nominate persons to serve on the Board, the rights of UICI under any such agreement to nominate Board members shall be reinstated. 3 (g) The rights of UICI under this Section 2 shall continue in effect unless and until UICI Beneficially Owns less than 20% of the Common Stock of the Company on a Fully Diluted Basis. SECTION 3. Legend. The Company shall stamp or imprint each certificate or other instrument representing Securities held by a Holder bound by any terms of this Agreement, throughout the term of this Agreement, with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN PROVISIONS, INCLUDING, AMONG OTHERS, RESTRICTIONS ON VOTING AND TRANSFER, SET FORTH IN A SHAREHOLDERS' AGREEMENT DATED AS OF JANUARY 26, 2001, AS IT MAY BE AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME, A COPY OF WHICH IS AVAILABLE AT THE PRINCIPAL OFFICE OF THE COMPANY." SECTION 4. Approval Rights. In addition to all other rights set forth in this Agreement, UICI shall, in its sole and absolute discretion, have the right to approve, alter or prevent the calculation of the amount and the amortization period of all goodwill and other intangibles recorded by the Company in connection with the merger of Insurdata Incorporated, a Delaware corporation, with and into HealthAxis, provided such calculation shall be consistent with generally accepted accounting principles and approved by the Company's independent auditors. SECTION 5. Transfer Option. (a) Transfer Option. Subject to the terms and conditions in this Section 5, the Company (acting by the vote of a majority of the members of the Board that are not nominated by UICI pursuant to clause (i) of Section 2(a) or agreed to by UICI pursuant to clause (iii) of Section 2(a)) shall have the right (the "Transfer Option") to cause UICI to transfer to one or more third parties unaffiliated with UICI, up to 1,414,385 shares of Common Stock owned by UICI at a per share price equal to the greater of (i) $18.63 and (ii) the Closing Price (as hereinafter defined). The Transfer Option shall be exercisable one time only with respect to all such shares of Common Stock and may be exercised at any time following the date hereof and ending on the first to occur of the following events: (i) on January 7, 2003; (ii) the ninetieth (90th) day following the date on which the Closing Price (as hereinafter defined) of shares of Common Stock shall have been at least $23.96 per share for a period of sixty (60) consecutive trading days; and (iii) the ninetieth (90th) day following the first date on which UICI Beneficially Owns less than 40% of the shares of Common Stock on a Fully Diluted Basis. For purposes hereof, "Closing Price" shall mean the reported last sale price of a share of Common Stock, on a given day, regular way, or, in case no such sale takes place on such day, the average of the reported closing bid and asked prices regular way, in each case on the New York Stock Exchange Composite Tape, or, if the security is not listed or admitted to trading on such exchange, on the American Stock Exchange Composite Tape, or, if the security is not listed or admitted to trading on such exchange, the principal national securities exchange on which the security is listed or 4 admitted to trading, or, if the security is not listed or admitted to trading on any national securities exchange, the closing sales price, or, if there is no closing sales price, the average of the closing bid and asked prices, in the over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation System, or, if not so reported, as reported by the National Quotation Bureau, Incorporated, or any successor thereof, or, if not so reported, the average of the closing bid and asked prices as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose or, if no such prices are furnished, the fair market value of the Common Stock as determined in good faith by the board of directors of the Company, which determination shall be based upon recent issuances or current offerings pursuant to bona fide private offerings of the same class of security by the Company; provided, however, that any determination of the "Closing Price" of any security hereunder shall be based on the assumption that such security is freely transferable without registration under the Securities Act. (b) Exercise of Transfer Option. The Company may exercise its rights under Section 5(a) by giving UICI written notice of its exercise of the Transfer Option prior to the expiration of the Transfer Option. Such notice shall state that the Company intends to cause UICI to transfer such shares to one or more third parties unaffiliated with UICI. Upon the closing of the transactions contemplated by an exercise of the Transfer Option, UICI shall surrender its shares of Common Stock, duly endorsed for transfer, to the Company or the Persons purchasing such securities, in exchange for the net proceeds from such transfer. The closing of the transactions upon the exercise of the Transfer Option shall occur within ninety (90) days of the exercise thereof by the Company. (c) Transfer to Third Parties. Any exercise by the Company of its Transfer Option in which the Company elects to cause UICI to transfer shares of Common Stock to one or more Persons unaffiliated with UICI shall be governed by the following terms. The Company may elect to cause the transfer of shares pursuant to this Section 5(c) in a private placement, in which case the provisions of Section 5(c)(i) shall apply, or may elect to cause the shares to be sold in a public offering, in which case the provisions of Section 5(c)(ii) shall apply. (i) Private Placement. Upon any exercise of the Transfer Option in accordance with this Section 8(c) as to which the Company has elected to cause a transfer of shares in a private placement, the Company shall, as expeditiously as possible: (A) prepare a private placement memorandum, together with such amendments and supplements thereto as may be necessary to comply with the provisions of the Securities Act with respect to the sale or other disposition of all shares of Common Stock covered by such private placement memorandum; 5 (B) use its reasonable efforts to perfect exemptions for the shares of Common Stock covered by such private placement memorandum under all applicable rules and regulations of the Commission and such other securities or blue sky laws of such jurisdictions as UICI shall request, and do any and all other acts and things reasonably requested by UICI to permit UICI to consummate the sale or other disposition in such jurisdictions of such shares, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process; (C) enter into and perform its obligations under a private placement agency agreement, in usual and customary form, with a placement agent acceptable to UICI, including, without limitation, to obtain an opinion of counsel to the Company in the usual and customary form for such private placement; and (D) notify UICI, at any time when a private placement memorandum is required to be delivered under the applicable law, of the happening of any event of which it has knowledge as a result of which the private placement memorandum, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. (ii) Public Offering. Upon the exercise of the Transfer Option in accordance with this Section 5(c) as to which the Company has elected to cause the shares to be sold in a public offering, the Company shall, as expeditiously as possible: (A) prepare and file with the Commission a registration statement with respect to such shares of Common Stock and use its reasonable efforts to cause such registration statement to become effective and remain effective for as long as shall be necessary to complete the distribution of the shares of Common Stock so registered; (B) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities covered by such registration statement; (C) furnish to UICI and any underwriters such numbers of copies of a summary prospectus or other prospectus, including a preliminary prospectus or any amendment or supplement to any prospectus, in conformity with the requirements of the Securities Act, and such other documents, as UICI or the underwriters may reasonably request in order to facilitate the public sale or other disposition of the securities covered by such registration statement; 6 (D) use its reasonable efforts to register and qualify the Common Stock covered by such registration statement under such other securities or blue sky laws of such jurisdictions as UICI or the underwriters shall request, and do any and all other acts and things reasonably requested by UICI or the underwriters to assist them to consummate the public sale or other disposition in such jurisdictions of the Common Stock covered by the registration statement, except that the Company shall not for any such purpose be required to qualify to do business as a foreign corporation in any jurisdiction wherein it is not so qualified or to file therein any general consent to service of process; (E) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, beginning with the first fiscal quarter beginning after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; (F) use its reasonable efforts to list such Common Stock on any securities exchange or interdealer quotation system on which any shares of the Company are then listed, if the listing or quotation of such securities is then permitted under the rules of such exchange or interdealer quotation system; (G) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter or underwriters selected by UICI of such underwritten offering, including, without limitation, to obtain an opinion of counsel to the Company and a "comfort letter" from the independent public accountants to the Company in the usual and customary form for such underwritten offering; (H) notify UICI, at any time when a prospectus relating thereto covered by such registration statement is required to be delivered under the Securities Act, of the happening of any event of which it has knowledge as a result of which the prospectus included in such registration statement, as then in effect, contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (I) make the Company's executive officers available to participate in "road show" presentations for such periods and in such places as the underwriters may reasonably request and make the Company's executive officers available at the Company's principal executive offices to discuss the affairs of the Company at times that may be mutually and reasonably agreed upon; and 7 (J) upon the request of UICI, take any and all other actions which may be reasonably necessary to complete the registration and thereafter to complete the distribution of the Common Stock so registered. (iii) Expenses. All expenses of any offering pursuant to a Transfer Option under this Section 5 shall be borne by the Company, except that UICI shall bear the cost of a reasonable customary underwriting commission or discount, brokerage commission or placement fee in the event of a successful offering. SECTION 6. Termination. If any Holder shall be in default of its obligations hereunder and any such default shall continue for a period of 30 days after any other Holder or the Company has given written notice thereof to such defaulting Holder, then the rights (but not the obligations) under this Agreement of such defaulting party shall terminate. This Agreement shall terminate upon the written agreement of each of the parties hereto. SECTION 7. Beneficial Ownership. Each of the Holders Beneficially Own that number of shares of Common Stock on a Fully Diluted Basis set forth opposite their respective names on Exhibit A hereto. Each Holder shall promptly hereafter notify the Company of any changes to its respective Beneficial Ownership of Common Stock. The Company shall be entitled to rely upon the amounts set forth in Exhibit A or such notices without incurring any liability to any other party hereunder. Each Holder shall respond promptly to any request made by the Company to provide or confirm such Holder's Beneficial Ownership of Common Stock. SECTION 8. Acknowledgments. Each of the parties hereto acknowledges that the restrictions, prohibitions and other provisions hereof are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the legitimate business interests of each of the other parties hereto, and are a material inducement to such party to enter into the transactions contemplated by this Agreement. SECTION 9. Expenses. Except as otherwise specifically provided in this Agreement, each party hereto shall bear its own costs and expenses with respect to the transactions contemplated hereby. SECTION 10. Remedies. Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of competent jurisdiction for specific performance or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. The remedies provided in this Agreement shall be cumulative and shall not preclude the assertion or exercise of any other rights or remedies available by law, in equity or otherwise. 8 SECTION 11. Notices. Any notice, request, instruction or other document to be given hereunder shall be in writing and shall be deemed to have been given (a) when received if given in person or by courier or a courier service, (b) on the date of transmission if sent by facsimile or other wire transmission or (c) three business days after being deposited in the U.S. mail, certified or registered mail, postage prepaid, addressed as specified with respect to such Holder in Exhibit A or to such other individual or address as a party hereto may designate for itself by notice given as herein provided. SECTION 12. Amendments and Waivers. The provisions of this Agreement may be amended or waived only upon the written agreement of each of the parties hereto; provided, however, that amendments to Sections 2 and 5 may be made upon the written agreement of both UICI and the Company and no other party. Any waiver, permit, consent or approval of any kind or character of any provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth in writing. Any amendment or waiver effected in accordance with this Section 12 shall be binding upon the Company and each Holder of Securities. Any determination by the Company pursuant to this Section 12 shall be made by the Company acting by the vote of a majority of the members of the Board that are not nominated by UICI pursuant to clause (i) of Section 2(a) or agreed to by UICI pursuant to clause (iii) of Section 2(a). SECTION 13. Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto, and each transferee of all or any portion of the Securities held by the parties hereto, whether so expressed or not. Each Permitted Transferee of all or any portion of the Securities held by any of the parties hereto shall execute and deliver a written assumption agreement to the Company agreeing to be bound by the provisions of this Agreement, in form and substance reasonably acceptable to the Company. Notwithstanding the foregoing, except as specifically provided in this Agreement, no assignment of any rights or obligations under this Agreement may be made by any party. SECTION 14. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, and the remainder of this Agreement shall remain operative and in full force and effect. The parties shall negotiate in good faith a replacement clause or provision as consistent with the ineffective clause or provision as is practicable under law. SECTION 15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. 9 SECTION 16. Entire Understanding. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the matters set forth herein and supersedes any and all prior agreements, arrangements and understandings among the parties. SECTION 17. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument. Transmission by facsimile of an executed counterpart of this Agreement shall constitute due and sufficient delivery of this Agreement. SECTION 18. Interpretation. The headings preceding the Sections included in this Agreement and the headings to Exhibits and Schedules attached to this Agreement are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement. The use of the masculine, feminine or neuter gender herein shall not limit any provision of this Agreement. The use of the terms "including" or "include" shall in all cases herein mean "including, without limitation" or "include, without limitation", respectively. Underscored references to Sections or Schedules shall refer to those portions of this Agreement. SECTION 19. No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and no provision of this Agreement shall be deemed to confer upon other third parties any remedy, claim, liability, reimbursement, cause of action or other right. SECTION 20. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 21. No Presumption Against Drafter. Each of the parties hereto has jointly participated in the negotiation and drafting of this Agreement. In the event of any ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by each of the parties hereto and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement. [Remainder of page intentionally left blank] 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. UICI By: /s/ Glenn W. Reed ----------------- Name: Glenn W. Reed Title: Executive Vice President and General Cousnel HEALTHAXIS INC. By: /s/ Michael Ashker ------------------ Name: Michael Ashker Title: President and CEO /s/ Michael Ashker ------------------ Michael Ashker /s/ Alvin H. Clemens -------------------- Alvin H. Clemens 11 EXHIBIT A Common Stock on a Fully Diluted Basis
------------------------------------------------------------------------------------------------------------------ Number of Shares of Common Stock Percentage of Shares of Name and Beneficially Owned Common Stock Outstanding Notice Address on a Fully Diluted Basis on a Fully Diluted Basis ------------------------------------------------------------------------------------------------------------------ HealthAxis Inc. N/A N/A 2500 DeKalb Pike East Norriton, Pennsylvania 19401 Attn: Michael G. Hankinson Telephone: (610) 279-2500 Facsimile: (610) 279-0414 With a copy to: Blank Rome Comisky & McCauley LLP One Logan Square Philadelphia, Pennsylvania 19103 Attn: Barry H. Genkin Telephone: (215) 569-5500 Facsimile: (610) 569-5555 ------------------------------------------------------------------------------------------------------------------ UICI 24,166,427 4001 McEwen Boulevard Suite 200 Dallas, Texas 75244 Attn: Gregory T. Mutz Telephone: (972)392-6700 Facsimile: (972)392-6717 With a copy to: Mayer, Brown & Platt 190 S. LaSalle Street Chicago, Illinois 60603 Attn: Edward J. Schneidman Telephone: (312)701-7348 Facsimile: (312) 701-7711 ------------------------------------------------------------------------------------------------------------------ Michael Ashker 1,722,194 c/o HealthAxis.com, Inc. 2500 DeKalb Pike East Norriton, PA 19401 Telephone: (610) 279-3561 Facsimile: (610) 279-4498 With a copy to: Michael G. Hankinson c/o HealthAxis.com, Inc. 2500 DeKalb Pike East Norriton, PA 19401 Telephone: (610) 279-3561 Facsimile: (610) 279-4498 ------------------------------------------------------------------------------------------------------------------ Alvin H. Clemens 2,810,376 c/o HealthAxis Inc. 2500 DeKalb Pike East Norriton, PA 19401 Telephone: (610) 279-3561 Facsimile: (610) 279-4498 With a copy to: Stradley Ronon Stevens & Young, LLP 2600 One Commerce Square Philadelphia, PA 19103 Attn: Richard Weiner Telephone: (215) 564-8004 Facsimile: (215) 564-8120 ------------------------------------------------------------------------------------------------------------------