HEALTHAXIS INC
CHANGE IN CONTROL EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.83
<SEQUENCE>4
<FILENAME>d13660exv10w83.txt
<DESCRIPTION>CHANGE IN CONTROL EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>




                                                                   EXHIBIT 10.83

                     CHANGE IN CONTROL EMPLOYMENT AGREEMENT

         AGREEMENT by and between Healthaxis, Ltd., a Texas limited partnership
(the "Company") and an indirect wholly owned subsidiary of HealthAxis Inc., a
Pennsylvania corporation (the "Parent"), and Aaron Garinger (the "Executive"),
dated as of the 25th day of February, 2004.

         The Board of Managers of Healthaxis Managing Partner, LLC, the general
partner of the Company (the "Managers"), has determined that it is in the best
interests of the Company and its partners to assure that the Company will have
the continued dedication of the Executive, notwithstanding the possibility,
threat or occurrence of a Change in Control (as defined below). The Managers
believe it is imperative to diminish the inevitable distraction of the Executive
by virtue of the personal uncertainties and risks created by a pending or
threatened Change in Control and to encourage the Executive's full attention and
dedication to the Company currently and in the event of any threatened or
pending Change in Control, and to provide the Executive with compensation and
benefits arrangements upon a Change in Control which ensure that the
compensation and benefits expectations of the Executive will be satisfied and
which are competitive with those of other corporations. Therefore, in order to
accomplish these objectives, the Managers, at the direction and with the
approval of the Board of Directors of the Parent, have caused the Company to
enter into this Agreement.

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1. Certain Definitions.

                  (a)      The "Effective Date" shall mean the first date during
                           the Change in Control Period (as defined in Section
                           1(b)) on which a Change in Control (as defined in
                           Section 1(d)) occurs. Anything in this Agreement to
                           the contrary notwithstanding, the "Effective Date"
                           shall mean the date immediately prior to the date of
                           the Executive's termination of employment, if such
                           termination occurs either (i) within six (6) months
                           prior to a Change in Control; or (ii) prior to a
                           Change in Control and reasonably demonstrated by the
                           Executive to be at the request of a third party who
                           has taken steps reasonably calculated to effect a
                           Change in Control or otherwise arising in connection
                           with or anticipation of a Change in Control.

                  (b)      The "Change in Control Period" shall mean the period
                           commencing on the date hereof and ending on the third
                           anniversary of the date hereof, provided, however,
                           that commencing January 1, 2005, and on January 1 of
                           each year thereafter (such date and each January 1st
                           thereof shall be hereinafter referred to as the
                           "Renewal Date"), unless previously terminated, the
                           Change in Control Period shall be automatically
                           extended so as to terminate three years from such
                           Renewal Date, unless at least 60



CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 1
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                           days prior to the Renewal Date the Company shall give
                           notice to the Executive that the Change in Control
                           Period shall not be so extended.

                  (c)      "Subsidiary" shall mean any corporation or other
                           entity taxable as a corporation under Section
                           7701(a)(3) of the Internal Revenue Code of 1986, as
                           amended (the "Code") that is a member of the
                           "affiliated group" as defined in Section 1504(a) of
                           the Code of which the Parent is a common parent
                           corporation; provided, however, that in each case the
                           subsidiary corporation or other entity must be
                           consolidated in the Parent's financial statements.

                  (d)      "Change in Control" shall mean (i) a merger or
                           consolidation of the Parent or the Company with or
                           into another corporation in which the Parent or the
                           Company shall not be the surviving corporation (for
                           purposes of this clause (i), a merger or
                           consolidation in which the Parent or the Company
                           becomes a subsidiary of another entity shall not be
                           deemed a transaction in which the Parent or the
                           Company is the surviving corporation); (ii) a
                           dissolution of the Parent or the Company, provided,
                           however, that a dissolution of the Company which is a
                           direct result of the Company's default on the
                           outstanding Series A Convertible Preferred Stock
                           shall not be treated as triggering a Change in
                           Control under this Section 1(d); (iii) a transfer of
                           all or substantially all of the assets of the Parent
                           or the Company in one transaction or a series of
                           related transactions to one or more other persons or
                           entities; (iv) any "person" or "group" (as those
                           terms are used in Sections 13(d) and 14(d) of the
                           Securities Exchange Act of 1934, as amended from time
                           to time (the "1934 Act"), other than Excluded Persons
                           (as defined below), becomes the "beneficial owner"
                           (as defined in Rule 13d-3 of the 1934 Act), directly
                           or indirectly, of securities of the Parent or the
                           Company representing 50% or more of the combined
                           voting power of the Parent's or the Company's then
                           outstanding securities; (v) after January 1, 2002,
                           individuals who at the beginning of the period
                           constituted the Board of Directors of the Parent (the
                           "Board") (together with any new directors whose
                           election by such Board or whose nomination for
                           election by the stockholders of the Parent was
                           approved by a majority of the directors then still in
                           office who were either directors at the beginning of
                           such period or whose election or nomination for
                           election was previously so approved) cease for any
                           reason to constitute at least a majority of the Board
                           of Directors then in office; or (vii) a significant
                           reorganization of the Parent or the Company occurs,
                           such as a spin-off, sale of assets of a business or
                           other restructuring, and as a result, the duties and
                           responsibilities of the Executive are materially
                           reduced. The term "Excluded Persons" means a trustee
                           or other fiduciary holding securities under an
                           employee benefit plan of the Parent or the Company.

                           For purposes hereof, a person will be deemed to be
                           the beneficial owner of any voting securities of the
                           Parent which it would be considered to beneficially
                           own under Securities and Exchange Commission Rule
                           13d-3 (or any similar or superseding statute or rule
                           from time to time in effect).


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 2

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         2. Employment Period. The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company subject to the terms and conditions of this Agreement, for the
period commencing on the Effective Date and ending on the third anniversary of
such date (the "Employment Period").

         3. Terms of Employment.

                  (a)      Position and Duties.

                           (i)      During the Employment Period, (A) the
                                    Executive's position (including status,
                                    offices, titles and reporting requirements),
                                    authority, duties and responsibilities shall
                                    be at least commensurate in all material
                                    respects with the most significant of those
                                    held, exercised and assigned at any time
                                    during the 120-day period immediately
                                    preceding the Effective Date and (B) the
                                    Executive's services shall be performed at
                                    the location where the Executive was
                                    employed immediately preceding the Effective
                                    Date or any office or location less than 35
                                    miles from such location.

                           (ii)     During the Employment Period, and excluding
                                    any periods of vacation and sick leave to
                                    which the Executive is entitled, the
                                    Executive agrees to devote reasonable
                                    attention and time during normal business
                                    hours to the business and affairs of the
                                    Company and, to the extent necessary to
                                    discharge the responsibilities assigned to
                                    the Executive hereunder, to use the
                                    Executive's reasonable best efforts to
                                    perform faithfully and efficiently such
                                    responsibilities. During the Employment
                                    Period it shall not be a violation of this
                                    Agreement for the Executive to (A) serve on
                                    corporate, civic or charitable boards or
                                    committees, and (B) manage personal
                                    investments, so long as such activities do
                                    not significantly interfere with the
                                    performance of the Executive's
                                    responsibilities as an employee of the
                                    Company in accordance with this Agreement.

                  (b)      Compensation.

                           (i)      Base Salary. During the Employment Period,
                                    the Executive shall receive an annual base
                                    salary ("Annual Base Salary"), which shall
                                    be paid at a monthly rate, at least equal to
                                    twelve times the highest monthly base salary
                                    paid or payable, including any base salary
                                    which has been earned but deferred, to the
                                    Executive by the Company and its affiliated
                                    companies in respect of the twelve-month
                                    period immediately preceding the month in
                                    which the Effective Date occurs. During the
                                    Employment Period, the Annual Base Salary
                                    shall be reviewed no more than 12 months
                                    after the last salary increase awarded to
                                    the Executive prior to the Effective Date
                                    and thereafter at least annually. Any
                                    increase in Annual Base Salary shall not
                                    serve to limit or reduce any other
                                    obligation to the Executive under this


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 3


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                                    Agreement. Annual Base Salary shall not be
                                    reduced after any such increase and the term
                                    Annual Base Salary as utilized in this
                                    Agreement shall refer to Annual Base Salary
                                    as so increased. As used in this Agreement,
                                    the term "affiliated companies" shall
                                    include the Parent, the Subsidiaries, and
                                    any other company controlled by, controlling
                                    or under common control with the Company.

                           (ii)     Annual Bonus. In addition to Annual Base
                                    Salary, the Executive shall be awarded, for
                                    each fiscal year ending during the
                                    Employment Period, an annual bonus (the
                                    "Annual Bonus") in cash at least equal to
                                    the Executive's highest comparable bonus
                                    under any predecessor or successor plan, for
                                    the last three full fiscal years prior to
                                    the Effective Date (annualized in the event
                                    that the Executive was not employed by the
                                    Company for the whole of such fiscal year).
                                    Each such Annual Bonus shall be paid no
                                    later than the end of the third month of the
                                    fiscal year next following the fiscal year
                                    for which the Annual Bonus is awarded,
                                    unless the Executive shall elect to defer
                                    the receipt of such Annual Bonus. For
                                    purposes of this Section, any incentive
                                    (sales) compensation paid to the Executive
                                    shall not be included when making the
                                    determination of the Annual Bonus amount.

                           (iii)    Incentive, Savings and Retirement Plans.
                                    During the Employment Period, the Executive
                                    shall be entitled to participate in all
                                    incentive, savings and retirement plans,
                                    practices, policies and programs applicable
                                    generally to other peer executives of the
                                    Company and its affiliated companies, but in
                                    no event shall such plans, practices,
                                    policies and programs provide the Executive
                                    with incentive opportunities (measured with
                                    respect to both regular and special
                                    incentive opportunities, to the extent, if
                                    any, that such distinction is applicable),
                                    savings opportunities and retirement benefit
                                    opportunities, in each case, less favorable,
                                    in the aggregate, than the most favorable of
                                    those provided by the Company and its
                                    affiliated companies for the Executive under
                                    such plans, practices, policies and programs
                                    as in effect at any time during the 120-day
                                    period immediately preceding the Effective
                                    Date or if more favorable to the Executive,
                                    those provided generally at any time after
                                    the Effective Date to other peer executives
                                    of the Company and its affiliated companies.

                           (iv)     Welfare Benefit Plans. During the Employment
                                    Period, the Executive and/or the Executive's
                                    family, as the case may be, shall be
                                    eligible for participation in and shall
                                    receive all benefits under welfare benefit
                                    plans, practices, policies and programs
                                    provided by the Company and its affiliated
                                    companies (including, without limitation,
                                    medical, prescription, dental, disability,
                                    employee life, group life, accidental death
                                    and travel accident insurance plans and

CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 4

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                                    programs) to the extent applicable generally
                                    to other peer executives of the Company and
                                    its affiliated companies, but in no event
                                    shall such plans, practices, policies and
                                    programs provide the Executive with benefits
                                    which are less favorable, in the aggregate,
                                    than the most favorable of such plans,
                                    practices, policies and programs in effect
                                    for the Executive at any time during the
                                    120-day period immediately preceding the
                                    Effective Date or, if more favorable to the
                                    Executive, those provided generally at any
                                    time after the Effective Date to other peer
                                    executives of the Company and its affiliated
                                    companies.

                           (v)      Expenses. During the Employment Period, the
                                    Executive shall be entitled to receive
                                    prompt reimbursement for all reasonable
                                    expenses incurred by the Executive in
                                    accordance with the most favorable policies,
                                    practices and procedures of the Company and
                                    its affiliated companies in effect for the
                                    Executive at any time during the 120-day
                                    period immediately preceding the Effective
                                    Date or, if more favorable to the Executive,
                                    as in effect generally at any time
                                    thereafter with respect to other peer
                                    executives of the Company and its affiliated
                                    companies.

         4. Termination of Employment.

                  (a)      Death or Disability. The Executive's employment shall
                           terminate upon the Executive's death during the
                           Employment Period. If the Company determines in good
                           faith that the Disability of the Executive has
                           occurred during the Employment Period (pursuant to
                           the definition of Disability set forth below), it may
                           give to the Executive written notice in accordance
                           with Section 11(b) of this Agreement of its intention
                           to terminate the Executive's employment. In such
                           event, the Executive's employment with the Company
                           shall terminate effective on the 30th day after
                           receipt of such notice by the Executive (the
                           "Disability Effective Date"), provided that, within
                           30 days after such receipt, the Executive shall not
                           have returned to full-time performance of the
                           Executive's duties. For purposes of this Agreement,
                           "Disability" shall have the meaning set forth in the
                           long-term disability plan providing benefits to
                           disabled executives of the Company and its affiliated
                           companies at the Disability Effective Date or, if
                           more favorable to the Executive, as in effect during
                           the 120-day period immediately preceding the
                           Effective Date. If there is no long term disability
                           plan in effect for executives at the Effective Date,
                           "Disability" shall mean the absence of the Executive
                           from the Executive's duties with the Company on a
                           full-time basis for 180 consecutive business days as
                           a result of incapacity due to mental or physical
                           illness which is determined to be total and permanent
                           by a physician selected by the Company or its
                           insurers and acceptable to the Executive or the
                           Executive's legal representative.


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 5

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                  (b)      Cause. The Company may terminate the Executive's
                           employment during the Employment Period for Cause.
                           For purposes of this Agreement, "Cause" shall mean:

                           (i)      the willful and continued failure of the
                                    Executive to perform substantially the
                                    Executive's duties with the Company or one
                                    of its affiliates to the extent, degree and
                                    level of performance as provided in Section
                                    3(a)(ii) (other than any such failure
                                    resulting from incapacity due to physical or
                                    mental illness), after a written demand for
                                    substantial performance is delivered to the
                                    Executive by the Board or the Chief
                                    Executive Officer of the Company which
                                    specifically identifies the manner in which
                                    the Board or Chief Executive Officer
                                    believes that the Executive has not
                                    substantially performed the Executive's
                                    duties, or

                           (ii)     the willful engaging by the Executive in
                                    illegal conduct or gross misconduct which is
                                    materially and demonstrably injurious to the
                                    Company.

                           For purposes of this provision, no act or failure to
                           act, on the part of the Executive, shall be
                           considered "willful" unless it is done, or omitted to
                           be done, by the Executive in bad faith or without
                           reasonable belief that the Executive's action or
                           omission was in the best interests of the Company.
                           Any act, or failure to act, based upon authority
                           given pursuant to a resolution duly adopted by the
                           Board or upon the instructions of the Chief Executive
                           Officer or a senior officer of the Company or based
                           upon the advice of counsel for the Company shall be
                           conclusively presumed to be done, or omitted to be
                           done, by the Executive in good faith and in the best
                           interests of the Company. The cessation of employment
                           of the Executive shall not be deemed to be for Cause
                           unless and until there shall have been delivered to
                           the Executive a copy of a resolution duly adopted by
                           the affirmative vote of not less than three-quarters
                           of the entire membership of the Board at a meeting of
                           the Board called and held for such purpose (after
                           reasonable notice is provided to the Executive and
                           the Executive is given an opportunity, together with
                           counsel, to be heard before the Board), finding that,
                           in the good faith opinion of the Board, the Executive
                           is guilty of the conduct described in subparagraph
                           (i) or (ii) above, and specifying the particulars
                           thereof in detail.

                  (c)      Good Reason. The Executive's employment may be
                           terminated by the Executive for Good Reason. For
                           purposes of this Agreement, "Good Reason" shall mean:

                           (i)      the assignment of the Executive to a
                                    position in which the Executive's authority,
                                    duties or responsibilities are materially
                                    diminished from the authority, duties or
                                    responsibilities as contemplated by Section
                                    3(a) of this Agreement, or any other action
                                    by the Company or its affiliated companies
                                    which results in a


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 6

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                                    material diminution in such position,
                                    authority, duties or responsibilities,
                                    excluding for this purpose an isolated,
                                    insubstantial and inadvertent action not
                                    taken in bad faith and which is remedied by
                                    the Company promptly after receipt of notice
                                    thereof given by the Executive;

                           (ii)     any failure by the Company or its affiliated
                                    companies to comply with any of the
                                    provisions of Section 3(b) of this
                                    Agreement, other than an isolated,
                                    insubstantial and inadvertent failure not
                                    occurring in bad faith and which is remedied
                                    by the Company promptly after receipt of
                                    notice thereof given by the Executive;

                           (iii)    the Company's requiring the Executive to be
                                    based at any office or location other than
                                    as provided in Section 3(a)(i)(B) hereof or
                                    the Company's requiring the Executive to
                                    travel on Company business to a
                                    substantially greater extent than required
                                    immediately prior to the Effective Date;

                           (iv)     any purported termination by the Company of
                                    the Executive's employment otherwise than as
                                    expressly permitted by this Agreement; or

                           (v)      any failure by the Company to comply with
                                    and satisfy Section 10(c) of this Agreement.

                           For purposes of this Section 4(c), any good faith
                           determination of Good Reason made by the Executive
                           shall be conclusive. Anything in this Agreement to
                           the contrary notwithstanding, a termination by the
                           Executive for any reason during the 30-day period
                           immediately following the first anniversary of the
                           Effective Date shall be deemed to be a termination
                           for Good Reason for all purposes of this Agreement.

                  (d)      Notice of Termination. Any termination by the Company
                           for Cause, or by the Executive for Good Reason, shall
                           be communicated by Notice of Termination to the other
                           party hereto given in accordance with Section 11(b)
                           of this Agreement. For purposes of this Agreement, a
                           "Notice of Termination" means a written notice which
                           (i) indicates the specific termination provision in
                           this Agreement relied upon, (ii) to the extent
                           applicable, sets forth in reasonable detail the facts
                           and circumstances claimed to provide a basis for
                           termination of the Executive's employment under the
                           provision so indicated and (iii) if the Date of
                           Termination (as defined below) is other than the date
                           of receipt of such notice, specifies the termination
                           date (which date shall be not more than 30 days after
                           the giving of such notice). The failure by the
                           Executive or the Company to set forth in the Notice
                           of Termination any fact or circumstance which
                           contributes to a showing of Good Reason or Cause
                           shall not waive any right of the Executive or the
                           Company, respectively, hereunder or preclude the
                           Executive or the Company, respectively, from
                           asserting such fact or

CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 7

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                           circumstance in enforcing the Executive's or the
                           Company's rights hereunder.

                  (e)      Date of Termination. "Date of Termination" means (i)
                           if the Executive's employment is terminated by the
                           Company for Cause, or by the Executive for Good
                           Reason, the date of receipt of the Notice of
                           Termination or any later date specified therein, as
                           the case may be, (ii) if the Executive's employment
                           is terminated by the Company other than for Cause or
                           Disability, the Date of Termination shall be the date
                           on which the Company notifies the Executive of such
                           termination, and (iii) if the Executive's employment
                           is terminated by reason of death or Disability, the
                           Date of Termination shall be the date of death of the
                           Executive or the Disability Effective Date, as the
                           case may be.

         5. Obligations of the Company upon Termination.

                  (a)      Good Reason, Other Than for Cause, Death or
                           Disability. If, during the Employment Period, the
                           Company shall terminate the Executive's employment
                           other than for Cause or Disability or the Executive
                           shall terminate employment for Good Reason:

                           (i)      the Company shall pay to the Executive in a
                                    lump sum in cash within 30 days after the
                                    Date of Termination the aggregate of the
                                    following amounts:

                                    A.       the sum of (1) the Executive's
                                             Annual Base Salary through the Date
                                             of Termination to the extent not
                                             theretofore paid, (2) the product
                                             of (x) the Annual Bonus which would
                                             have been paid for the year in
                                             which the Executive's Date of
                                             Termination occurs, and (y) a
                                             fraction, the numerator of which is
                                             the number of days in the current
                                             fiscal year through the Date of
                                             Termination, and the denominator of
                                             which is 365 and (3) any
                                             compensation previously deferred by
                                             the Executive (together with any
                                             accrued interest or earnings
                                             thereon) and any accrued vacation
                                             pay, in each case to the extent not
                                             theretofore paid (the sum of the
                                             amounts described in clauses (1),
                                             (2), and (3) shall be hereinafter
                                             referred to as the "Accrued
                                             Obligations"); and

                                    B.       the amount equal to the sum of (x)
                                             one-half of the Executive's Annual
                                             Base Salary and (y) one-half of the
                                             Executive's Annual Bonus.

                           (ii)     all stock options or restricted stock
                                    awarded to the Executive by either the
                                    Parent or a successor by merger,
                                    consolidation or otherwise, including, but
                                    not limited to, all awards under the
                                    HealthAxis Inc. 2000 Stock Option Plan, the
                                    Healthaxis.com, Inc. 1998 Amended and
                                    Restated Stock Plan, and the Insurdata


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 8
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                                    Incorporated 1999 Stock Option Plan, shall
                                    become 100% vested and, the stock options
                                    shall be exercisable for a period equal to
                                    thirty-six (36) months after the Executive's
                                    Date of Termination; provided, however, that
                                    if the Executive terminates his employment
                                    for "Good Reason" and the basis for such
                                    "Good Reason" is voluntary resignation
                                    during the 30 day period immediately
                                    following the first anniversary of a Change
                                    in Control (as provided in the final
                                    paragraph of Section 4(c)), then (a) the
                                    vesting provisions of the Executive's
                                    restricted stock (if any) and stock options
                                    shall remain unchanged, and (b) the
                                    Executive's stock options shall be
                                    exercisable during the exercise period
                                    provided in his stock option award agreement
                                    and/or under the applicable option plan's
                                    terms;

                           (iii)    all commissions under the Executive's
                                    incentive (sales) compensation plan (if any)
                                    shall become 100% vested and such
                                    commissions shall continue to be paid out
                                    per the plan following the Date of
                                    Termination for the remaining period that
                                    such commissions would have otherwise been
                                    paid; provided, however, that if the
                                    Executive terminates his employment for
                                    "Good Reason" and the basis for such "Good
                                    Reason" is voluntary resignation during the
                                    30 day period immediately following the
                                    first anniversary of a Change in Control (as
                                    provided in the final paragraph of Section
                                    4(c)), then the Executive's commissions will
                                    not vest, and no commissions that are based
                                    on Company receipts following the Date of
                                    Termination will be payable;

                           (iv)     for twelve (12) months after the Executive's
                                    Date of Termination, or such longer period
                                    as may be provided by the terms of the
                                    appropriate plan, program, practice or
                                    policy, the Company shall continue benefits
                                    to the Executive and/or the Executive's
                                    family at least equal to those which would
                                    have been provided to them in accordance
                                    with the plans, programs, practices and
                                    policies described in Section 3(b)(iv) of
                                    this Agreement if the Executive's employment
                                    had not been terminated or, if more
                                    favorable to the Executive, as in effect
                                    generally at any time thereafter with
                                    respect to other peer executives of the
                                    Company and its affiliated companies and
                                    their families, provided, however, that if
                                    the Executive becomes re-employed with
                                    another employer and is eligible to receive
                                    equivalent medical or other welfare benefits
                                    under another employer provided plan, the
                                    medical and other welfare benefits described
                                    herein shall be secondary to those provided
                                    under such other plan during such applicable
                                    period of eligibility.

                           (v)      the Company shall, at its sole expense as
                                    incurred, provide the Executive with
                                    outplacement services for a period of twelve
                                    (12) months, the provider of which shall be
                                    selected by the Executive in his sole
                                    discretion; and



CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 9


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                           (vi)     to the extent not theretofore paid or
                                    provided, the Company shall timely pay or
                                    provide to the Executive any other amounts
                                    or benefits required to be paid or provided
                                    or which the Executive is eligible to
                                    receive under any plan, program, policy or
                                    practice or contract or agreement of the
                                    Company and its affiliated companies (such
                                    other amounts and benefits shall be
                                    hereinafter referred to as the "Other
                                    Benefits").

                  (b)      Death. If the Executive's employment is terminated by
                           reason of the Executive's death during the Employment
                           Period, this Agreement shall terminate without
                           further obligations to the Executive's legal
                           representatives under this Agreement, other than for
                           payment of Accrued Obligations and the timely payment
                           or provision of Other Benefits. Accrued Obligations
                           shall be paid to the Executive's estate or
                           beneficiary, as applicable, in a lump sum in cash
                           within 30 days of the Date of Termination.

                  (c)      Disability. If the Executive's employment is
                           terminated by reason of the Executive's Disability
                           during the Employment Period, this Agreement shall
                           terminate without further obligations to the
                           Executive, other than for payment of Accrued
                           Obligations and the timely payment or provision of
                           Other Benefits. Accrued Obligations shall be paid to
                           the Executive in a lump sum in cash within 30 days of
                           the Date of Termination. With respect to the
                           provision of Other Benefits, the term Other Benefits
                           as utilized in this Section 5(c) shall include, and
                           the Executive shall be entitled after the Disability
                           Effective Date to receive, disability and other
                           benefits at least equal to the most favorable of
                           those generally provided by the Company and its
                           affiliated companies to disabled executives and/or
                           their families in accordance with such plans,
                           programs, practices and policies relating to
                           disability, if any, as in effect generally with
                           respect to other peer executives and their families
                           at any time during the 120-day period immediately
                           preceding the Effective Date or, if more favorable to
                           the Executive and/or the Executive's family, as in
                           effect at any time thereafter generally with respect
                           to other peer executives of the Company and its
                           affiliated companies and their families.

                  (d)      Cause, Other than for Good Reason. If the Executive's
                           employment shall be terminated for Cause during the
                           Employment Period, this Agreement shall terminate
                           without further obligations to the Executive other
                           than the obligation to pay to the Executive (x) his
                           Annual Base Salary through the Date of Termination,
                           (y) the amount of any compensation previously
                           deferred by the Executive, and (z) Other Benefits, in
                           each case to the extent theretofore unpaid. If the
                           Executive voluntarily terminates employment during
                           the Employment Period, excluding a termination for
                           Good Reason, this Agreement shall terminate without
                           further obligations to the Executive, other than for
                           Accrued Obligations and the timely payment or
                           provision of Other Benefits. In such case, all
                           Accrued


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 10

<PAGE>

                           Obligations shall be paid to the Executive in a lump
                           sum in cash within 30 days of the Date of
                           Termination.

         6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any plan,
program, policy or practice provided by the Company or any of its affiliated
companies and for which the Executive may qualify, nor, subject to Section
11(f), shall anything herein limit or otherwise affect such rights as the
Executive may have under any contract or agreement with the Company or any of
its affiliated companies. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.

         7. Full Settlement. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company or any of its
affiliated companies may have against the Executive or others. In no event shall
the Executive be obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under any of the
provisions of this Agreement and, except to the extent provided in Section
5(a)(ii) hereof, such amounts shall not be reduced whether or not the Executive
obtains other employment. The Company agrees to pay as incurred, to the full
extent permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company or any of its affiliated companies, the Executive or others of
the validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any
contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Code.

         8. Certain Additional Payments by the Company.

                  (a)      Anything in this Agreement to the contrary
                           notwithstanding and except as set forth below, in the
                           event it shall be determined that any payment or
                           distribution by the Company to or for the benefit of
                           the Executive (whether paid or payable or distributed
                           or distributable pursuant to the terms of this
                           Agreement or otherwise, but determined without regard
                           to any additional payments required under this
                           Section 8) (a "Payment") would be subject to the
                           excise tax imposed by Section 4999 of the Code or any
                           interest or penalties are incurred by the Executive
                           with respect to such excise tax (such excise tax,
                           together with any such interest and penalties, are
                           hereinafter collectively referred to as the "Excise
                           Tax"), then the Executive shall be entitled to
                           receive an additional payment (a "Gross-Up Payment")
                           in an amount such that after payment by the Executive
                           of all taxes (including any interest or penalties
                           imposed with respect to such taxes), including,
                           without limitation, any income taxes (and any
                           interest and penalties imposed with respect thereto)
                           and Excise Tax imposed upon


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 11

<PAGE>


                           the Gross-Up Payment, the Executive retains an amount
                           of the Gross-Up Payment equal to the Excise Tax
                           imposed upon the Payments.

                  (b)      Subject to the provisions of Section 8(c), all
                           determinations required to be made under this Section
                           8, including whether and when a Gross-Up Payment is
                           required and the amount of such Gross-Up Payment and
                           the assumptions to be utilized in arriving at such
                           determination, shall be made by Ernst & Young or such
                           other certified public accounting firm as may be
                           designated by the Executive (the "Accounting Firm")
                           which shall provide detailed supporting calculations
                           both to the Company and the Executive within 15
                           business days of the receipt of notice from the
                           Executive that there has been a Payment, or such
                           earlier time as is requested by the Company. In the
                           event that the Accounting Firm is serving as
                           accountant or auditor for the individual, entity or
                           group effecting the Change in Control, the Executive
                           shall appoint another nationally recognized
                           accounting firm to make the determinations required
                           hereunder (which accounting firm shall then be
                           referred to as the Accounting Firm hereunder). All
                           fees and expenses of the Accounting Firm shall be
                           borne solely by the Company. Any Gross-Up Payment, as
                           determined pursuant to this Section 8, shall be paid
                           by the Company to the Executive within five days of
                           the receipt of the Accounting Firm's determination.
                           Any determination by the Accounting Firm shall be
                           binding upon the Company and the Executive. As a
                           result of the uncertainty in the application of
                           Section 4999 of the Code at the time of the initial
                           determination by the Accounting Firm hereunder, it is
                           possible that Gross-Up Payments which will not have
                           been made by the Company should have been made
                           ("Underpayment"), consistent with the calculations
                           required to be made hereunder. In the event that the
                           Company exhausts its remedies pursuant to Section
                           8(c) and the Executive thereafter is required to make
                           a payment of any Excise Tax, the Accounting Firm
                           shall determine the amount of the Underpayment that
                           has occurred and any such Underpayment shall be
                           promptly paid by the Company to or for the benefit of
                           the Executive.

                  (c)      The Executive shall notify the Company in writing of
                           any claim by the Internal Revenue Service that, if
                           successful, would require the payment by the Company
                           of the Gross-Up Payment. Such notification shall be
                           given as soon as practicable but no later than ten
                           (10) business days after the Executive is informed in
                           writing of such claim and shall apprise the Company
                           of the nature of such claim and the date on which
                           such claim is requested to be paid. The Executive
                           shall not pay such claim prior to the expiration of
                           the 30-day period following the date on which it
                           gives such notice to the Company (or such shorter
                           period ending on the date that any payment of taxes
                           with respect to such claim is due). If the Company
                           notifies the Executive in writing prior to the
                           expiration of such period that it desires to contest
                           such claim, the Executive shall:

CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 12
<PAGE>

                           (i)      give the Company any information reasonably
                                    requested by the Company relating to such
                                    claim,

                           (ii)     take such action in connection with
                                    contesting such claim as the Company shall
                                    reasonably request in writing from time to
                                    time, including, without limitation,
                                    accepting legal representation with respect
                                    to such claim by an attorney reasonably
                                    selected by the Company,

                           (iii)    cooperate with the Company in good faith in
                                    order effectively to contest such claim, and

                           (iv)     permit the Company to participate in any
                                    proceedings relating to such claim;

                           provided, however, that the Company shall bear and
                           pay directly all costs and expenses (including
                           additional interest and penalties) incurred in
                           connection with such contest and shall indemnify and
                           hold the Executive harmless, on an after-tax basis,
                           for any Excise Tax or income tax (including interest
                           and penalties with respect thereto) imposed as a
                           result of such representation and payment of costs
                           and expenses. Without limitation of the foregoing
                           provisions of this Section 8(c), the Company shall
                           control all proceedings taken in connection with such
                           contest and, at its sole option, may pursue or forego
                           any and all administrative appeals, proceedings,
                           hearings and conferences with the taxing authority in
                           respect of such claim and may, at its sole option,
                           either direct the Executive to pay the tax claimed
                           and sue for a refund or contest the claim in any
                           permissible manner, and the Executive agrees to
                           prosecute such contest to a determination before any
                           administrative tribunal, in a court of initial
                           jurisdiction and in one or more appellate courts, as
                           the Company shall determine; provided, however, that
                           if the Company directs the Executive to pay such
                           claim and sue for a refund, the Company shall advance
                           the amount of such payment to the Executive, on an
                           interest-free basis and shall indemnify and hold the
                           Executive harmless, on an after-tax basis, from any
                           Excise Tax or income tax (including interest or
                           penalties with respect thereto) imposed with respect
                           to such advance or with respect to any imputed income
                           with respect to such advance; and further provided
                           that any extension of the statute of limitations
                           relating to payment of taxes for the taxable year of
                           the Executive with respect to which such contested
                           amount is claimed to be due is limited solely to such
                           contested amount. Furthermore, the Company's control
                           of the contest shall be limited to issues with
                           respect to which a Gross-Up Payment would be payable
                           hereunder and the Executive shall be entitled to
                           settle or contest, as the case may be, any other
                           issue raised by the Internal Revenue Service or any
                           other taxing authority.

                  (d)      If, after the receipt by the Executive of an amount
                           advanced by the Company pursuant to Section 8(c), the
                           Executive becomes entitled to receive any refund with
                           respect to such claim, the Executive shall (subject


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 13
<PAGE>


                           to the Company's complying with the requirements of
                           Section 8(c)) promptly pay to the Company the amount
                           of such refund (together with any interest paid or
                           credited thereon after taxes applicable thereto). If,
                           after the receipt by the Executive of an amount
                           advanced by the Company pursuant to Section 8(c), a
                           determination is made that the Executive shall not be
                           entitled to any refund with respect to such claim and
                           the Company does not notify the Executive in writing
                           of its intent to contest such denial of refund prior
                           to the expiration of 30 days after such
                           determination, then such advance shall be forgiven
                           and shall not be required to be repaid and the amount
                           of such advance shall offset, to the extent thereof,
                           the amount of Gross-Up Payment required to be paid.

         9. Non-Compete, Confidential Information and Release.

                  (a)      Covenant Not to Compete.

                           (i)      Compliance with the provisions of this
                                    Section 9 are an express condition of the
                                    Executive's right to receive payments,
                                    vesting, and benefits hereunder. The
                                    Executive acknowledges and recognizes the
                                    confidential information and records
                                    provided by the Company, the Parent, and its
                                    subsidiaries, affiliates, successors, and
                                    assigns (collectively, the "Employer"), the
                                    benefits provided hereunder, and the
                                    professional training and experience he will
                                    receive from and the contacts he will be
                                    provided by the Employer, as well as the
                                    highly competitive nature of the Employer's
                                    business, and in consideration of all of the
                                    above, agrees that during the period
                                    beginning on the effective date of the
                                    Executive's termination of employment with
                                    the Employer (the "Date of Termination") and
                                    ending twelve (12) months thereafter (the
                                    "Covered Time"), the Executive will not
                                    compete with the business of the Employer.
                                    For purposes hereof, "competition" shall
                                    mean any engaging, directly or indirectly,
                                    in the "Covered Business" (as hereinafter
                                    defined) in any state of the United States
                                    of America or any nation in which the
                                    Employer is conducting business as of the
                                    Date of Termination (the "Covered Area").
                                    For purposes of this Agreement, "Covered
                                    Business" shall mean providing any services
                                    similar in scope or nature to the services
                                    provided by the Executive immediately prior
                                    to his Date of Termination. For purposes of
                                    this Section 9, the phrase "engaging,
                                    directly or indirectly" shall mean engaging
                                    directly or having an interest, directly or
                                    indirectly, as owner, partner, shareholder,
                                    agent, representative, employee, officer,
                                    director, independent contractor, capital
                                    investor, lender, renderer of consultation
                                    services or advice or otherwise (other than
                                    as the holder of less than 2% of the
                                    outstanding stock of a publicly-traded
                                    corporation), either alone or in association
                                    with others, in the operation of any aspect
                                    of any type of business or enterprise
                                    engaged in any aspect of the Covered
                                    Business.


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 14
<PAGE>


                           (ii)     The Executive agrees that during the term of
                                    this Agreement (including any extensions
                                    thereof) and for the twenty-four (24) months
                                    thereafter, he shall not (i) directly or
                                    indirectly solicit or attempt to solicit any
                                    of the employees, agents, consultants, or
                                    representatives of the Employer or
                                    affiliates of the Employer to leave any of
                                    such entities; or (ii) directly or
                                    indirectly solicit or attempt to solicit any
                                    of the employees, agents, consultants or
                                    representatives of the Employer or
                                    affiliates of the Employer to become
                                    employees, agents, representatives or
                                    consultants of any other person or entity.

                           (iii)    The Executive understands that the
                                    provisions of Sections 9(a)(i) and (ii) may
                                    limit his ability to earn a livelihood in a
                                    business similar to the business of the
                                    Employer but nevertheless agrees and hereby
                                    acknowledges that the restrictions and
                                    limitations thereof are reasonable in scope,
                                    area, and duration, are reasonably necessary
                                    to protect the goodwill and business
                                    interests of the Employer, and that the
                                    consideration provided under this Agreement
                                    is sufficient to justify the restrictions
                                    contained in such provisions. Accordingly,
                                    in consideration thereof and in light of the
                                    Executive's education, skills and abilities,
                                    the Executive agrees that he will not assert
                                    that, and it should not be considered that,
                                    such provisions are either unreasonable in
                                    scope, area, or duration, or will prevent
                                    him from earning a living, or otherwise are
                                    void, voidable, or unenforceable or should
                                    be voided or held unenforceable.

                  (b)      Enforcement.

                           (i)      The parties hereto agree and acknowledge
                                    that the covenants and agreements contained
                                    herein are reasonable in scope, area, and
                                    duration and necessary to protect the
                                    reasonable competitive business interests of
                                    the Employer, including, without limitation,
                                    the value of the proprietary information and
                                    goodwill of the Employer.

                           (ii)     The Executive agrees that the covenants and
                                    undertakings contained in Section 9 of this
                                    Agreement relate to matters which are of a
                                    special, unique and extraordinary character
                                    and that the Employer cannot be reasonably
                                    or adequately compensated in damages in an
                                    action at law in the event the Executive
                                    breaches any of these covenants or
                                    undertakings. Therefore, the Executive
                                    agrees that the Employer shall be entitled,
                                    as a matter of course, without the need to
                                    prove irreparable injury, to an injunction,
                                    restraining order or other equitable relief
                                    from any court of competent jurisdiction,
                                    restraining any violation or threatened
                                    violation of any of such terms by the
                                    Executive and such other persons as the
                                    court shall order. The Executive agrees to
                                    pay costs and legal fees incurred by the
                                    Employer in obtaining such injunction.


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 15
<PAGE>


                           (iii)    Rights and remedies provided for in this
                                    Section 9(b) are cumulative and shall be in
                                    addition to rights and remedies otherwise
                                    available to the parties under any other
                                    agreement or applicable law.

                           (iv)     In the event that any provision of this
                                    Agreement shall to any extent be held
                                    invalid, unreasonable or unenforceable in
                                    any circumstances, the parties hereto agree
                                    that the remainder of this Agreement and the
                                    application of such provision of this
                                    Agreement to other circumstances shall be
                                    valid and enforceable to the fullest extent
                                    permitted by law. If any provision of this
                                    Agreement, or any part thereof, is held to
                                    be unenforceable because of the scope or
                                    duration of or the area covered by such
                                    provision, the parties hereto agree that the
                                    court or arbitrator making such
                                    determination shall reduce the scope,
                                    duration and/or area of such provision (and
                                    shall substitute appropriate provisions for
                                    any such unenforceable provisions) in order
                                    to make such provision enforceable to the
                                    fullest extent permitted by law, and/or
                                    shall delete specific words and phrases, and
                                    such modified provision shall then be
                                    enforceable and shall be enforced. The
                                    parties hereto recognize that if, in any
                                    judicial proceeding, a court shall refuse to
                                    enforce any of the separate covenants
                                    contained in this Agreement, then that
                                    unenforceable covenant contained in this
                                    Agreement shall be deemed eliminated from
                                    these provisions to the extent necessary to
                                    permit the remaining separate covenants to
                                    be enforced. In the event that any court or
                                    arbitrator determines that the time period
                                    or the area, or both, are unreasonable and
                                    that any of the covenants is to that extent
                                    unenforceable, the parties hereto agree that
                                    such covenants will remain in full force and
                                    effect, first, for the greatest time period,
                                    and second, in the greatest geographical
                                    area that would not render them
                                    unenforceable.

                           (v)      In the event of the Executive's breach of
                                    this Section 9, in addition to all other
                                    rights the Employer may have hereunder or in
                                    law or in equity, all payments and benefits
                                    hereunder shall cease; all options, stock,
                                    and other securities granted by the
                                    Employer, including stock obtained through
                                    prior exercise of options, shall be
                                    immediately forfeited (whether or not
                                    vested), and the original purchase price, if
                                    any, shall be returned to the Executive; and
                                    all profits received through exercise of
                                    options or sale of stock, and all previous
                                    payments and benefits made or provided
                                    hereunder shall be promptly returned and
                                    repaid to the Company.

                  (c)      Confidential Information. The Executive shall hold in
                           a fiduciary capacity for the benefit of the Company
                           all secret or confidential information, knowledge or
                           data relating to the Company or any of its affiliated
                           companies, and their respective businesses, which
                           shall have been obtained by the Executive during the
                           Executive's employment by the


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 16
<PAGE>


                           Company or any of its affiliated companies and which
                           shall not be or become public knowledge (other than
                           by acts by the Executive or representatives of the
                           Executive in violation of this Agreement). After
                           termination of the Executive's employment with the
                           Company, the Executive shall not, without the prior
                           written consent of the Company or as may otherwise be
                           required by law or legal process, communicate or
                           divulge any such information, knowledge or data to
                           anyone other than the Company and those designated by
                           it. In no event shall an asserted violation of the
                           provisions of this Section 9(c) constitute a basis
                           for deferring or withholding any amounts otherwise
                           payable to the Executive under this Agreement.

                  (d)      Release. The Executive's execution of a complete and
                           general release of any and all of his potential
                           claims (other than for vested benefits described in
                           this Agreement or any other vested benefits with the
                           Company and/or its affiliates) against the Company,
                           any of its affiliated companies, and their respective
                           successors and any officers, employees, agents,
                           directors, attorneys, insurers, underwriters, and
                           assigns of the Company, its affiliates and/or
                           successors, is an express condition of the
                           Executive's right to receive payments, vesting, and
                           benefits hereunder. The Executive shall be required
                           to execute a Waiver and Release Agreement which
                           documents the release required under this Section
                           9(d), the form of which shall be provided to the
                           Executive by Company.

         10. Successors.

                  (a)      This Agreement is personal to the Executive and
                           without the prior written consent of the Company
                           shall not be assignable by the Executive otherwise
                           than by will or the laws of descent and distribution.
                           This Agreement shall inure to the benefit of and be
                           enforceable by the Executive's legal representatives.

                  (b)      This Agreement shall inure to the benefit of and be
                           binding upon the Company and its successors and
                           assigns.

                  (c)      The Company will require any successor (whether
                           direct or indirect, by purchase, merger,
                           consolidation or otherwise) to all or substantially
                           all of the business and/or assets of the Company
                           and/or the Parent to assume expressly and agree to
                           perform this Agreement in the same manner and to the
                           same extent that the Company would be required to
                           perform it if no such succession had taken place. As
                           used in this Agreement, "Company" shall mean the
                           Company as hereinbefore defined and any successor to
                           its business and/or assets as aforesaid which assumes
                           and agrees to perform this Agreement by operation of
                           law, or otherwise.


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 17

<PAGE>

         11. Miscellaneous.

                  (a)      This Agreement shall be governed by and construed in
                           accordance with the laws of the State of Texas,
                           without reference to principles of conflict of laws.
                           The captions of this Agreement are not part of the
                           provisions hereof and shall have no force or effect.
                           This Agreement may not be amended or modified
                           otherwise than by a written agreement executed by the
                           parties hereto or their respective successors and
                           legal representatives.

                  (b)      All notices and other communications hereunder shall
                           be in writing and shall be given by hand delivery to
                           the other party or by registered or certified mail,
                           return receipt requested, postage prepaid, addressed
                           as follows:

                  IF TO THE EXECUTIVE:

                           AARON GARINGER
                           2900 Windsor Drive
                           Flower Mound, TX 75028

                  IF TO THE COMPANY:

                           HEALTHAXIS, LTD.
                           5215 N.  O'Connor Blvd., Suite 800
                           Irving, Texas  75039
                                    Attention:  President

                  WITH COPY TO:

                           HEALTHAXIS, LTD.
                           5215 N.  O'Connor Blvd., Suite 800
                           Irving, Texas  75039
                                    Attention:  General Counsel

                           or to such other address as either party shall have
                           furnished to the other in writing in accordance
                           herewith. Notice and communications shall be
                           effective when actually received by the addressee.

                  (c)      The invalidity or unenforceability of any provision
                           of this Agreement shall not affect the validity or
                           enforceability of any other provision of this
                           Agreement.

                  (d)      The Company may withhold from any amounts payable
                           under this Agreement such Federal, state, local or
                           foreign taxes as shall be required to be withheld
                           pursuant to any applicable law or regulation.

                  (e)      The Executive's or the Company's failure to insist
                           upon strict compliance with any provision of this
                           Agreement or the failure to assert any right the


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 18

<PAGE>


                           Executive or the Company may have hereunder,
                           including, without limitation, the right of the
                           Executive to terminate employment for Good Reason
                           pursuant to Section 4(c)(i)-(v) of this Agreement,
                           shall not be deemed to be a waiver of such provision
                           or right or any other provision or right of this
                           Agreement.

                  (f)      The Executive and the Company acknowledge that,
                           except as may otherwise be provided under any other
                           written agreement between the Executive and the
                           Company, the employment of the Executive by the
                           Company is "at will" and, subject to Section 1(a)
                           hereof, prior to the Effective Date, the Executive's
                           employment and/or this Agreement may be terminated by
                           either the Executive or the Company at any time prior
                           to the Effective Date, in which case the Executive
                           shall have no further rights under this Agreement.
                           From and after the Effective Date, this Agreement
                           shall supersede any other agreement between the
                           parties with respect to the subject matter hereof


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 19
<PAGE>


         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Managers, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

                                       EXECUTIVE:




                                       -----------------------------------------
                                       Aaron Garinger

                                       HEALTHAXIS, LTD.

                                       By its General Partner,
                                       HEALTHAXIS MANAGING PARTNER, LLC


                                       By:
                                          --------------------------------------

                                       Its:
                                           -------------------------------------

         The Board of Directors of HEALTHAXIS, INC. (the Parent) has authorized
the undersigned officer to execute the foregoing Change in Control Employment
Agreement in order to indicate its approval of such Agreement.

                                       HEALTHAXIS, INC.



                                       By:
                                          --------------------------------------


CHANGE IN CONTROL EMPLOYMENT AGREEMENT - Page 20

</TEXT>
</DOCUMENT>
