UICI MEMORANDUM

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To:      Robert Weir, Insurdata

From:    Richard Estell

Date:    May 28, 1997

Subject: 4001 McEwen , 4th Floor Lease Space
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Robert:

The purpose of this memo is to confirm our discussion regarding the rental of
the 4th floor area currently occupied by the Insurdata personnel. You indicated
your interest in renting that space for the remainder of our lease period which
extends to June 1, 1999 at a cost of $12.00 per rentable square foot plus any
increases in rent due to uncontrollable items such as utilities, property taxes,
and insurance rates. These possible increases in the rental rate going forward
are identical to the contract lease that we currently have with the landlord. As
I indicated to you, I did not plan on asking you to sign a formal sublease
agreement, but fell it is adequate that if you agree to these terms we have
discussed, please sign your acceptance below.

If you have any questions, please do not hesitate to call me at (972) 851-9099.

         INSURDATA

Accepted by: /s/ Robert P. Weir                      Date Accepted: May 29, 1997
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(Print name)

FROM THE DESK OF

RICHARD ESTELL
EXECUTIVE VICE PRESIDENT
UICI
4001 MCEWEN DRIVE, SUITE 200
DALLAS, TEXAS 75244

(972) 851-9099
FAX: (972) 851-9097