EXHIBIT 10.1 Healthaxis LOGO September 21, 2001 Subject: Student Web Project - Phase 2 Manny Pendola Student Insurance Division 4001 McEwen, Suite 300 Dallas, TX 75244 Dear Manny, I am writing to clarify the price and acquire your formal approval to proceed with Phase II of the Student Web Project. The scope of Phase II is described separately from Phase III in the proposal that John Carradine and I presented on August 20, 2001. The document, which contains the description of the project, is entitled "Healthaxis Student Web Project Phases II and III Management Presentation." The original price and the discounts offered were described in the document on page 8. The breakdown of the price for each phase without the discounts was documented in an email that I sent to you on August 24, 2001. I suggest that we base the price for Phase II only, including discounts, on a prorated calculation of the discounts as follows: Price and Discounts Both Phases Phase II Only Phase III Only (As Proposed) Price at published rates $ 767,000 $ 477,500 $ 289,500 UICI favored customer discount 100,000 62,256 37,744 --------- --------- --------- Proposed fixed fee 667,000 415,244 251,756 Less: Early payment discount (Note 1) 27,000 16,809 10,191 Early completion discount (Note 2) 25,000 15,564 9,436 --------- --------- ---------- Total Investment $ 615,000 $ 382,871 $ 232,129 Total Discount off published rates -19.8% -19.8% -19.8% Note 1 - The early payment discount for Phase II may be earned only by remitting payment to Healthaxis by September 30, 2001. Note 2 - The early completion discount will be remitted to SID upon acceptance of the project any date prior to December 31, 2001. September 21, 2001 Page 2 Decision requests, which have been agreed to and signed off during and subsequent to Phase I, are outside the scope of Phase II. If you choose to take advantage of the early payment discount, the amount due is $398,435 ($415,244 less $16, 809). Please sign below to acknowledge your agreement to these terms and to authorize commencement of the project. Sincerely, Agreed by SID: - --------------- ------------- Vern Sheppard Manny Pendola Cc Steve Arnold Student Insurance Jamie McLane Healthaxis John Carradine Healthaxis Emry Sisson Healthaxis