8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2002

AMERICAN INDEPENDENCE CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-05270	11-1817252
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

485 Madison Avenue—14th Floor New York, New York, 10022

(Address of principal executive offices including zip code)

(212) 355-4141

(Registrant’s telephone number, including area code)

SoftNet Systems, Inc.
650 Townsend Street, Suite 225, San Francisco, California 94103

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 2. Acquisition or Disposition of Assets.
	Item 7. Financial Statements and Exhibits.
	Item 8. Change in Fiscal Year.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 99.1

Item 2. Acquisition or Disposition of Assets.

         On November 14, 2002, American Independence Corp. (formerly SoftNet Systems, Inc.) and Independence Holding Company closed a transaction whereby American Independence Corp. purchased all of the outstanding shares of capital stock of Independence American Holdings Corp. (formerly First Standard Holdings Corp.) from an affiliate of Independence Holding Company for $31.92 million in cash. American Independence Corp. also sought and received stockholder approval to change its name from SoftNet Systems, Inc. to “American Independence Corp.” This name change became effective on November 14, 2002. American Independence Corp. began trading under the ticker symbol “AMIC” on the NASDAQ National Market on November 15, 2002. In connection with the acquisition of Independence American Holdings Corp., American Independence Corp. and Independence Holding Company entered into a services agreement whereby Independence Holding Company agreed to render to American Independence Corp. certain management and administrative services. The stock purchase agreement and the services agreement are set forth in Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated in this Report as if fully set forth herein. The full text of the press release announcing these transactions is set forth in Exhibit 99.1 hereto and is incorporated in this Report as if fully set forth herein.

Item 7. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

         The Company has not included the required financial statement of Independence American Holdings Corp. at the time of the filing of this Report. The required financial statements will be filed by amendment to this Report no later than 60 days after November 27, 2002.

(b) Pro Forma Financial Information.

         The Company has not included the required pro forma financial information pertaining to the acquisition of Independence American Holdings Corp. at the time of the filing of this Report. The required pro forma financial information will be filed by amendment to this Report no later than 60 days after November 27, 2002.

(c) Exhibits.

         The following exhibits are filed with this Report:

Exhibit No.	Description
10.1	Stock Purchase Agreement, dated as of July 30, 2002, between SoftNet Systems, Inc., SSH Corporation and Independence Holding Company incorporated herein by reference to the corresponding exhibit to the Current Report on Form 8-K, filed July 31, 2002.

10.2	Services Agreement, dated as of November 15, 2002, by and between American Independence Corp. and Independence Holding Company.
99.1	Press Release dated November 14, 2002.

Item 8. Change in Fiscal Year.

         On November 15, 2002, American Independence Corp. changed its fiscal year end to December 31st of each calendar year. The transition period will be reported on a Form 10-Q.

SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN INDEPENDENCE CORP.
	By:	/s/ George L. Hernandez
		Name: Title:	George L. Hernandez Acting Chief Operating Officer; Vice President, Finance and Administration; and Secretary
Dated: November 27, 2002

EXHIBIT INDEX

Exhibit No.	Description
10.1	Stock Purchase Agreement, dated as of July 30, 2002, between SoftNet Systems, Inc., SSH Corporation and Independence Holding Company, incorporated herein by reference to the corresponding exhibit to the Current Report on Form 8-K, filed July 31, 2002.
10.2	Services Agreement, dated as of November 15, 2002, by and between American Independence Corp. and Independence Holding Company.
99.1	Text of Press Release, dated November 14, 2002.

EX-10.1 3 f86271exv10w1.txt EXHIBIT 10.1 Exhibit 10.1 Stock Purchase Agreement, dated as of July 30, 2002, between SoftNet Systems, Inc., SSH Corporation and Independence Holding Company incorporated herein by reference to the corresponding exhibit to the Current Report on Form 8-K, filed July 31, 2002. EX-10.2 4 f86271exv10w2.txt EXHIBIT 10.2 Exhibit 10.2 SERVICES AGREEMENT THIS SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 15th day of November, 2002, by and between INDEPENDENCE HOLDING COMPANY, a Delaware corporation ("IHC"), and AMERICAN INDEPENDENCE CORP., a Delaware corporation ("AMIC"). WITNESSETH: WHEREAS, AMIC and affiliates of IHC entered into a series of agreements as a result of which, among other things, (i) an indirectly wholly-owned subsidiary of IHC has become the largest shareholder of AMIC and (ii) AMIC has purchased certain other indirectly wholly-owned subsidiaries of IHC (the operation of the business conducted by such subsidiaries as of the date hereof is referred to herein as the "Business"); and WHEREAS, AMIC desires IHC to render to it management and administrative services as more particularly described in the "Statement of Services" which is attached as Exhibit A hereto and made a part hereof (the "Services"). NOW THEREFORE, in consideration of the premises and mutual obligations contained herein, the parties hereto agree as follows: ARTICLE 1 SERVICES ENGAGEMENT 1.1 AMIC hereby engages IHC and IHC hereby agrees to perform the Services in accordance with the terms and subject to the conditions contained in this Agreement. 1.2 The Services shall be performed at and from such locations as IHC shall deem necessary or appropriate for the proper performance of the Services. ARTICLE 2 AMIC OBLIGATIONS 2.1 AMIC shall cooperate with IHC in IHC's performance of the Services hereunder, including, without limitation, providing IHC, in a timely manner, with access to data, information and personnel of AMIC and all other assistance and cooperation as is reasonably requested by IHC. AMIC shall be responsible for the accuracy and completeness of all data and materials provided to IHC hereunder (other than any such data and materials that are provided to AMIC by IHC or any of its subsidiaries). 2.2 AMIC acknowledges and agrees that IHC's performance of the Services hereunder is dependent upon the timely and effective satisfaction of AMIC's responsibilities hereunder and timely decisions and approvals of AMIC in connection with the Services. ARTICLE 3 COMPENSATION 3.1 For the performance of the Services hereunder, AMIC shall compensate IHC in accordance with "Statement of Compensation" attached hereto as Exhibit B and made a part hereof. 3.2 AMIC shall reimburse IHC for all reasonable out-of-pocket expenses incurred by IHC in performing the Services, including without limitation all reasonable travel, meal, lodging, mileage, and telecommunications expenses; according to the standards and practices applied by IHC in the provision of its own business. 3.3 IHC will issue invoices to AMIC for Services and reimbursable expenses on a quarterly basis. Such invoices shall include information on the services provided each quarter, together with the charges and expenses associated with such services. All amounts due IHC hereunder shall be payable in U.S. dollars. AMIC shall pay all invoices rendered by IHC within thirty (30) days of the date of invoice in cash by wire transfer or check to an account specified by IHC in the invoice. Invoices for which payment is not received within thirty (30) days of the invoice date shall accrue a late charge of the lesser of (i) 1.5% per month or (ii) the highest rate allowable by law, in each case compounded monthly to the extent allowable by law. All invoices shall be subject to approval by the Board of Directors of AMIC. 3.4 All fees and other amounts payable by AMIC under this Agreement are exclusive of any taxes, duties, fees or other levies or charges which may be imposed on or in respect of the rights granted by this Agreement or the Services provided by IHC. AMIC shall pay any and all taxes, however designated or levied, based upon the rights granted by this Agreement and/or the performance of the Services as contemplated under this Agreement, including without limitation foreign, federal, state and local sales, privilege, use, value added and excise taxes; provided, however, that AMIC shall not be responsible or liable for any taxes measured by or based upon the net income of IHC. ARTICLE 4 TERM AND TERMINATION 4.1 The effective date of this Agreement shall be November 14, 2002; provided that, this Agreement shall have been approved by the Board of Directors of AMIC and that the acquisition by AMIC of certain indirectly wholly-owned subsidiaries of IHC shall have been consummated. The initial term of this Agreement shall be through December 31, 2003; provided, however, that the term of this Agreement shall automatically be extended on a month-to-month basis unless (a) AMIC notifies IHC in writing to the contrary upon at least thirty (30) days notice, (b) IHC notifies AMIC in writing to the contrary upon at least 180 days notice or (c) if at any time the shares of AMIC common stock owned by IHC and its subsidiaries shall be either (x) less than the number of shares owned by any other person or "group" (as defined in Regulation 13D promulgated under the Securities and Exchange Act of 1934, as amended) or (y) less than 19.9% of the total number of such shares then outstanding (except as a result of a sale of shares by IHC), IHC notifies 2 AMIC in writing upon at least 90 days notice and within sixty days of such change in ownership levels. 4.2 In the event AMIC fails to make any payment in a timely manner as required hereunder or otherwise materially breaches any of its obligations under this Agreement, or in the event IHC materially breaches any of its obligations under this Agreement, then, in either event, the non-breaching party may terminate this Agreement upon written notice to the breaching party if the breaching party fails to cure its breach within thirty (30) days (or, in the case of a payment default, fifteen (15) days) after written notice of such breach is provided by the non-breaching party. 4.3 Upon the effective date of any termination or expiration of this Agreement: (a) AMIC shall pay all amounts due up to the termination date of this Agreement; (b) IHC shall immediately have no further responsibility to provide Services to AMIC; and (c) Each party shall promptly return all Confidential Information (as defined below) of the other party in its possession, whether written, electronically stored or otherwise. 4.4 Upon the notification of termination or expiration of this Agreement by either party, IHC shall cooperate fully with AMIC (or its designee) in the transition of records, files and other information so as to enable AMIC to reassume the management of the matters theretofore handled by IHC pursuant to this Agreement. IHC shall, upon the reasonable request of AMIC, license any software or other intellectual property used in providing the Services, to AMIC at no charge to AMIC and for a limited period (not to exceed six months from the termination) necessary to effectuate a smooth transition in the provision of the Services. 4.5 The expiration or termination of this Agreement shall not affect the parties' accrued rights or obligations under this Agreement or a party's rights or remedies in respect of the other party's breach of this Agreement. ARTICLE 5 PROPRIETARY RIGHTS 5.1 IHC has created, acquired or otherwise has rights in, and may, in connection with the performance of Services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, software, hardware, user interfaces, screen designs, tools, utilities, routines and materials (including, without limitation, billing and reimbursement systems) (collectively, the "IHC Technology"). 3 5.2 To the extent that IHC utilizes any of its property, including, without limitation, the IHC Technology or any hardware, software or equipment of IHC or its affiliates in connection with the performance of Services hereunder, such property shall remain the property of IHC or its affiliates, and AMIC shall acquire no right or interest in or to such property. The parties acknowledge and agree that IHC and its affiliates own all right, title, and interest, including, without limitation, all rights under all copyright, patent and other intellectual property laws, in and to the IHC Technology. Notwithstanding the foregoing, AMIC owns all right, title and interest, including, without limitation, all rights under all copyright, patent and other intellectual property laws, in and to all database files and written reports generated by IHC exclusively for AMIC in connection with IHC's performance of Services hereunder (the "AMIC Files and Reports"). ARTICLE 6 CONFIDENTIALITY 6.1 To the extent that, in connection with this Agreement, either party comes into possession of any proprietary or confidential information of the other party ("Confidential Information"), each party agrees to use the Confidential Information of the other party solely for the purposes of this Agreement, and will not disclose such Confidential Information to any third party without the other party's written consent. Each party shall maintain the Confidential Information of the other party in confidence using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information, but in no event less than a reasonable degree of care. Confidential Information includes but is not limited to (i) with respect to IHC, all IHC Technology, (ii) with respect to AMIC, the proprietary or confidential information IHC obtains from AMIC and (iii) with respect to each party, the terms of this Agreement. 6.2 Notwithstanding anything to the contrary in Section 6.1 hereof, Confidential Information shall not include information which (i) is or becomes publicly available other than as a result of disclosure by the receiving party in breach hereof, (ii) was disclosed to the receiving party on a nonconfidential basis from a source other than the disclosing party, which the receiving party reasonably believed was not prohibited from disclosing such information as a result of an obligation in favor of the disclosing party, (iii) is developed by the receiving party independently of, or was known by the receiving party prior to, any disclosure of such information made by the disclosing party, (iv) is required to be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or any other administrative or legal process or proceeding, including without limitation in connection with litigation pertaining hereto or (v) is disclosed with the written consent of the disclosing party. ARTICLE 7 WARRANTIES; DISCLAIMER 7.1 THIS IS A SERVICES ENGAGEMENT. IHC WARRANTS THAT IT SHALL PERFORM SERVICES HEREUNDER IN GOOD FAITH AND IN A PROFESSIONAL MANNER. IHC DISCLAIMS ALL OTHER REPRESENTATIONS AND 4 WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7.2 Nothing in this Section shall be construed to limit the fiduciary or other duties or any liability thereunder to AMIC and its shareholders of IHC (or its representatives) as a major shareholder of AMIC or as the nominator of members of the Board of Directors of AMIC. ARTICLE 8 LIMITATION ON DAMAGES AND ACTIONS; INDEMNIFICATION 8.1 AMIC SHALL INDEMNIFY AND HOLD HARMLESS IHC, ITS AFFILIATES, AGENTS AND SUBCONTRACTORS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY AND ALL ACTIONS, DAMAGES, CLAIMS, LIABILITIES, COSTS, EXPENSES AND/OR LOSSES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PERFORMED HEREUNDER, EXCEPT TO THE EXTENT FINALLY JUDICIALLY DETERMINED TO HAVE RESULTED PRIMARILY FROM THE NEGLIGENCE, GROSS NEGLIGENCE, BAD FAITH OR INTENTIONAL MISCONDUCT OF SUCH INDEMNIFIED PARTY UNDER THIS AGREEMENT. 8.2 IHC SHALL INDEMNIFY AND HOLD HARMLESS AMIC, ITS AFFILIATES, AGENTS AND SUBCONTRACTORS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY AND ALL ACTIONS, DAMAGES, CLAIMS, LIABILITIES, COSTS, EXPENSES AND/OR LOSSES IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES PERFORMED HEREUNDER, EXCEPT TO THE EXTENT FINALLY JUDICIALLY DETERMINED TO HAVE RESULTED PRIMARILY FROM THE NEGLIGENCE, GROSS NEGLIGENCE, BAD FAITH OR INTENTIONAL MISCONDUCT OF SUCH INDEMNIFIED PARTY UNDER THIS AGREEMENT. 8.3 Nothing in this Section shall be construed to limit the fiduciary or other duties or any liability thereunder to AMIC and its shareholders of IHC (or its representatives) as a major shareholder of AMIC or as the nominator of members of the Board of Directors of AMIC. 8.4 THE PROVISIONS OF THIS ARTICLE 8 SHALL APPLY NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY AND TO THE FULLEST EXTENT OF THE LAW AND REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE. 5 ARTICLE 9 DELEGATION 9.1 IHC shall not subcontract any of the Services hereunder without AMIC's express written prior approval; provided, however, that such approval shall not be unreasonably withheld; and provided further that IHC shall have the right, exercisable from time to time in its own discretion and upon notice to AMIC, to subcontract or delegate its obligations and responsibilities hereunder to related parties and affiliates of IHC. Notwithstanding the foregoing, IHC shall not be relieved of its obligations hereunder in the event of such a subcontract or delegation. ARTICLE 10 WAIVER OF JURY TRIAL 10.1 IHC AND AMIC HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, OR OTHERWISE) RELATING TO THIS AGREEMENT OR THE SERVICES PERFORMED HEREUNDER. ARTICLE 11 NOTICES 11.1 All notices, consents, approvals, requests and other communications required or permitted under this Agreement shall be given in writing by hand delivery, internationally recognized courier by air service or facsimile transmission, and addressed to the addressee at its address set forth below: If to AMIC: 485 Madison Avenue New York, New York 10022 Attention: Fred Ashraf Telephone: (212) 355-4141 Facsimile: (212) 754-3346 If to IHC: 96 Cummings Point Road Stamford, Connecticut 06902 Attention: Teresa A. Herbert Telephone: (203) 358-8000 Facsimile: (203) 348-3103 All notices, consents, approvals, requests and other communications shall be deemed given on the date of actual receipt. Either party to this Agreement may change its address or 6 designate an agent for the receipt of notices at any time by giving notice thereof to the other as provided in this Article 11. Any notice given by a party hereunder must be signed by an authorized representative of such party. ARTICLE 12 MISCELLANEOUS 12.1 Force Majeure. Except for the payment of money, neither party shall be liable for any delays or other non-performance resulting in whole or in part from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions of the other party, fuel shortages, fire or other casualty, accidents, acts of God, strike, lock-out or labor dispute (legal or illegal), civil disorder, inability to procure materials, failure of telephone companies to provide necessary telephone service, riots, insurrections, war, terrorism or other violence, or any law, order or requirement of any governmental agency or authority. 12.2 Relationship of Parties. The parties intend that an independent contractor relationship shall be created by this Agreement, and that nothing contained herein shall be construed to create a partnership, joint venture or relationship of employer and employee or principal and agent between the parties hereto. It is understood that IHC cannot and shall not be deemed an agent of AMIC for any purpose whatsoever, and neither party shall have any right or authority to assume or create any obligation of any kind, whether expressed or implied, on behalf of the other party by reason of this Agreement. 12.3 Binding Nature and Assignment. Neither party may assign or transfer this Agreement or any of its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that (i) this Section 12.3 shall not be construed to limit IHC's right to subcontract or delegate its obligations and responsibilities hereunder as provided in Section 9.1 hereof, and (ii) either party may assign or transfer this Agreement (and the rights and obligations hereunder) without the consent of the other party, to an affiliate of such party or to any entity that has acquired all or substantially all of such party's assets as a successor to the business of such party. This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and permitted assigns and is not intended to confer any rights upon any person or entity except for the parties hereto, their respective successors and permitted assigns and the persons and/or entities identified in Section 8.3 hereof. 12.4 Entire Agreement. This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other oral or written representations, understandings or agreements relating to the subject matter hereof. 12.5 Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable or void, such provision shall not affect the other provisions hereof, but shall be deemed modified to the extent necessary to render it legal and enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this Agreement. 7 12.6 Waivers and Amendments. (a) No delay or omission by either party in enforcing, or failure to insist upon strict performance of, its rights or remedies under this Agreement shall impair such right or remedy or be deemed to be a waiver thereof. (b) No waiver of any right or remedy under this Agreement with respect to any occurrence or event on one occasion shall be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. (c) No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by both parties and approved by the Board of Directors of AMIC. (d) Except as expressly set forth in this Agreement, all rights and remedies of the parties are cumulative and in addition to any and all rights and remedies available to a party under applicable law, in equity, pursuant to contract or otherwise. 12.7 Section Headings; Interpretation. The section headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. The words "hereof", "herein" and "hereunder", and words of a similar import, when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. 12.8 Governing Law. This Agreement shall be construed and enforced in accordance with and shall be governed by the laws of the State of Delaware (without giving effect to the choice of law principles thereof). 12.9 Signing in Counterparts. This Agreement may be executed in several counterparts and all such executed counterparts shall constitute originals and one agreement, binding on all of the parties hereto, notwithstanding that all of the parties hereto are not signatories to the original or to the same counterpart. 12.10 Purpose of Agreement; Cooperation. The parties acknowledge that the purpose of this Agreement is to provide the Services on a basis to ensure the smooth and uninterrupted transition and operation of the Business from IHC to AMIC following the date hereof. Each of IHC and AMIC agrees to cooperate in good faith with the other and to take such other actions as may be reasonably requested by the other to carry out the intent and purposes of this Agreement. 8 IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement to be duly executed and delivered as of the date first set forth above. AMERICAN INDEPENDENCE CORP. By: /s/ Ronald I. Simon --------------------------- Name: Ronald I. Simon Title: Director INDEPENDENCE HOLDING COMPANY By: David T. Kettig --------------------------- Name: David T. Kettig Title: Vice President 9 EXHIBIT A STATEMENT OF SERVICES 1. IHC will provide to AMIC services at a level and quality comparable in all material respects to the services provided by IHC personnel to IHC and its subsidiaries. Such services shall include the services of IHC executive personnel and any additional personnel hired or assigned by IHC to replace or supplement such personnel. The Services shall include all those necessary to the operation of AMIC as determined by the Board of Directors of AMIC, including, without limitation: accounting, financial management, treasury, legal, shareholder services, contract negotiation, corporate and business development, support for the Board of Directors, relationship with outside auditors and corporate communications. 2. IHC will cause each such person to spend such portion of such person's working hours or the business and affairs of AMIC as he or she determines to be reasonably necessary or desirable in order to provide services to AMIC of the quality such persons provide to IHC. 3. IHC will not assign any such person to spend all of his or her working time on the business and affairs of AMIC without providing prior notice to the AMIC Board of Directors. EXHIBIT B STATEMENT OF COMPENSATION 1. AMIC will be charged on a time and materials basis determined by multiplying the hours spent on AMIC matters by the persons named or referred to in Exhibit A by the hourly amount given below (or, in the case of a personal not named in Exhibit A, the hourly amount reasonably agreed to by IHC and AMIC):

Name Hourly ---- ------ Roy Thung $300.00 David Kettig $200.00 Roy Standfest $200.00 Teresa Herbert $150.00 Brian Schlier $150.00

2. IHC shall not charge AMIC any additional monies in respect to overhead (such as occupancy, facilities, benefits or comparable costs incurred by IHC in employing such personnel). EX-99.1 5 f86271exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 < AMERICAN INDEPENDENCE CORP. CONTACT: DAVID T. KETTIG 485 MADISON AVENUE (212) 355-4141 EXT. 3047 NEW YORK, NEW YORK 10022 www.americanindependencecorp.com NASDAQ - (SOFN) NEWS RELEASE SOFTNET SYSTEMS, INC. PURCHASES INSURANCE HOLDING COMPANY AND CHANGES NAME TO AMERICAN INDEPENDENCE CORP. New York, New York, November 14, 2002. SoftNet Systems, Inc. (NASDAQ - SOFN) today announced that it has acquired the stock of Independence American Holdings Corp. ("IAHC") from Independence Holding Company ("IHC") (NASDAQ - INHO) and SoftNet has changed its name to American Independence Corp. ("AMIC"). SoftNet will begin trading on NASDAQ under the symbol AMIC starting tomorrow, November 15, 2002. IAHC is an insurance holding company that owns Independence American Insurance Company (formerly known as First Standard Security Insurance Company ("Independence American") and two managing general underwriters ("MGUs"). Independence American is a property and casualty insurer and reinsurer which is licensed in 24 states and rated B+ (Very Good) by A.M. Best & Company, Inc. In addition to issuing and reinsuring provider excess loss insurance, Independence American has entered into reinsurance treaties with Standard Security Life Insurance Company of New York ("Standard Security") and Madison National Life Insurance Company, Inc. ("Madison National") under which these companies will cede to Independence American, effective January 1, 2003, 15% of their gross employer medical stop-loss and managed care premiums. The acquired MGUs underwrite and market employer medical stop-loss, provider excess loss, HMO Reinsurance and/or group life. IHC, which owns 19.9% of AMIC, is the holding company for Standard Security and Madison National. In announcing the agreement, Edward Bennett, Acting Chairman of the Board of AMIC, said: "We thank our shareholders for approving the transaction that propels us forward as an insurance holding company under the experienced leadership of Independence Holding Company, as well as changing our corporate name to American Independence Corp. The acquisition of this group, which has a solid track record of growth and profitability, provides AMIC with a platform to generate profits which are expected to be able to be used against AMIC's tax net operating loss carryforwards of approximately $250 million. AMIC will also retain over $30 million cash, in addition to cash available in our insurance subsidiaries, which will be available for further investments, acquisitions or contributing additional capital to Independence American." AMIC's shareholders also approved an amendment to the Company's certificate of incorporation to limit acquisitions of its common stock in excess of certain percentage amounts. AMIC is a holding company engaged principally in insurance and reinsurance business through Independence American, IndependenceCare Holdings LLC, and Risk Assessment Strategies, Inc. Some of the statements included herein may be considered to be forward looking statements which are subject to certain risks and uncertainties. Factors which could cause the actual results to differ materially from those suggested by such statements are described from time to time in AMIC filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

                                                                    Exhibit 10.1

Stock Purchase Agreement, dated as of July 30, 2002, between SoftNet Systems,
Inc., SSH Corporation and Independence Holding Company incorporated herein by
reference to the corresponding exhibit to the Current Report on Form 8-K, filed
July 31, 2002.

EX-10.2

                                                                    Exhibit 10.2

                               SERVICES AGREEMENT

         THIS SERVICES AGREEMENT (this "Agreement") is made and entered into as
of the 15th day of November, 2002, by and between INDEPENDENCE HOLDING COMPANY,
a Delaware corporation ("IHC"), and AMERICAN INDEPENDENCE CORP., a Delaware
corporation ("AMIC").

                                   WITNESSETH:

         WHEREAS, AMIC and affiliates of IHC entered into a series of agreements
as a result of which, among other things, (i) an indirectly wholly-owned
subsidiary of IHC has become the largest shareholder of AMIC and (ii) AMIC has
purchased certain other indirectly wholly-owned subsidiaries of IHC (the
operation of the business conducted by such subsidiaries as of the date hereof
is referred to herein as the "Business");

         and

         WHEREAS, AMIC desires IHC to render to it management and administrative
services as more particularly described in the "Statement of Services" which is
attached as Exhibit A hereto and made a part hereof (the "Services").

         NOW THEREFORE, in consideration of the premises and mutual obligations
contained herein, the parties hereto agree as follows:

                                   ARTICLE 1
                               SERVICES ENGAGEMENT

1.1      AMIC hereby engages IHC and IHC hereby agrees to perform the Services
         in accordance with the terms and subject to the conditions contained in
         this Agreement.

1.2      The Services shall be performed at and from such locations as IHC shall
         deem necessary or appropriate for the proper performance of the
         Services.

                                   ARTICLE 2
                                AMIC OBLIGATIONS

2.1      AMIC shall cooperate with IHC in IHC's performance of the Services
         hereunder, including, without limitation, providing IHC, in a timely
         manner, with access to data, information and personnel of AMIC and all
         other assistance and cooperation as is reasonably requested by IHC.
         AMIC shall be responsible for the accuracy and completeness of all data
         and materials provided to IHC hereunder (other than any such data and
         materials that are provided to AMIC by IHC or any of its subsidiaries).

2.2      AMIC acknowledges and agrees that IHC's performance of the Services
         hereunder is dependent upon the timely and effective satisfaction of
         AMIC's responsibilities hereunder and timely decisions and approvals of
         AMIC in connection with the Services.

                                   ARTICLE 3
                                  COMPENSATION

3.1      For the performance of the Services hereunder, AMIC shall compensate
         IHC in accordance with "Statement of Compensation" attached hereto as
         Exhibit B and made a part hereof.

3.2      AMIC shall reimburse IHC for all reasonable out-of-pocket expenses
         incurred by IHC in performing the Services, including without
         limitation all reasonable travel, meal, lodging, mileage, and
         telecommunications expenses; according to the standards and practices
         applied by IHC in the provision of its own business.

3.3      IHC will issue invoices to AMIC for Services and reimbursable expenses
         on a quarterly basis. Such invoices shall include information on the
         services provided each quarter, together with the charges and expenses
         associated with such services. All amounts due IHC hereunder shall be
         payable in U.S. dollars. AMIC shall pay all invoices rendered by IHC
         within thirty (30) days of the date of invoice in cash by wire transfer
         or check to an account specified by IHC in the invoice. Invoices for
         which payment is not received within thirty (30) days of the invoice
         date shall accrue a late charge of the lesser of (i) 1.5% per month or
         (ii) the highest rate allowable by law, in each case compounded monthly
         to the extent allowable by law. All invoices shall be subject to
         approval by the Board of Directors of AMIC.

3.4      All fees and other amounts payable by AMIC under this Agreement are
         exclusive of any taxes, duties, fees or other levies or charges which
         may be imposed on or in respect of the rights granted by this Agreement
         or the Services provided by IHC. AMIC shall pay any and all taxes,
         however designated or levied, based upon the rights granted by this
         Agreement and/or the performance of the Services as contemplated under
         this Agreement, including without limitation foreign, federal, state
         and local sales, privilege, use, value added and excise taxes;
         provided, however, that AMIC shall not be responsible or liable for any
         taxes measured by or based upon the net income of IHC.

                                   ARTICLE 4
                              TERM AND TERMINATION

4.1      The effective date of this Agreement shall be November 14, 2002;
         provided that, this Agreement shall have been approved by the Board of
         Directors of AMIC and that the acquisition by AMIC of certain
         indirectly wholly-owned subsidiaries of IHC shall have been
         consummated. The initial term of this Agreement shall be through
         December 31, 2003; provided, however, that the term of this Agreement
         shall automatically be extended on a month-to-month basis unless (a)
         AMIC notifies IHC in writing to the contrary upon at least thirty (30)
         days notice, (b) IHC notifies AMIC in writing to the contrary upon at
         least 180 days notice or (c) if at any time the shares of AMIC common
         stock owned by IHC and its subsidiaries shall be either (x) less than
         the number of shares owned by any other person or "group" (as defined
         in Regulation 13D promulgated under the Securities and Exchange Act of
         1934, as amended) or (y) less than 19.9% of the total number of such
         shares then outstanding (except as a result of a sale of shares by
         IHC), IHC notifies

                                       2

         AMIC in writing upon at least 90 days notice and within sixty days of
         such change in ownership levels.

4.2      In the event AMIC fails to make any payment in a timely manner as
         required hereunder or otherwise materially breaches any of its
         obligations under this Agreement, or in the event IHC materially
         breaches any of its obligations under this Agreement, then, in either
         event, the non-breaching party may terminate this Agreement upon
         written notice to the breaching party if the breaching party fails to
         cure its breach within thirty (30) days (or, in the case of a payment
         default, fifteen (15) days) after written notice of such breach is
         provided by the non-breaching party.

4.3      Upon the effective date of any termination or expiration of this
         Agreement:

         (a)      AMIC shall pay all amounts due up to the termination date of
                  this Agreement;

         (b)      IHC shall immediately have no further responsibility to
                  provide Services to AMIC; and

         (c)      Each party shall promptly return all Confidential Information
                  (as defined below) of the other party in its possession,
                  whether written, electronically stored or otherwise.

4.4      Upon the notification of termination or expiration of this Agreement by
         either party, IHC shall cooperate fully with AMIC (or its designee) in
         the transition of records, files and other information so as to enable
         AMIC to reassume the management of the matters theretofore handled by
         IHC pursuant to this Agreement. IHC shall, upon the reasonable request
         of AMIC, license any software or other intellectual property used in
         providing the Services, to AMIC at no charge to AMIC and for a limited
         period (not to exceed six months from the termination) necessary to
         effectuate a smooth transition in the provision of the Services.

4.5      The expiration or termination of this Agreement shall not affect the
         parties' accrued rights or obligations under this Agreement or a
         party's rights or remedies in respect of the other party's breach of
         this Agreement.

                                   ARTICLE 5
                               PROPRIETARY RIGHTS

5.1      IHC has created, acquired or otherwise has rights in, and may, in
         connection with the performance of Services hereunder, employ, provide,
         modify, create, acquire or otherwise obtain rights in, various
         concepts, ideas, methods, methodologies, procedures, processes,
         know-how, techniques, models, templates, software, hardware, user
         interfaces, screen designs, tools, utilities, routines and materials
         (including, without limitation, billing and reimbursement systems)
         (collectively, the "IHC Technology").

                                       3

5.2      To the extent that IHC utilizes any of its property, including, without
         limitation, the IHC Technology or any hardware, software or equipment
         of IHC or its affiliates in connection with the performance of Services
         hereunder, such property shall remain the property of IHC or its
         affiliates, and AMIC shall acquire no right or interest in or to such
         property. The parties acknowledge and agree that IHC and its affiliates
         own all right, title, and interest, including, without limitation, all
         rights under all copyright, patent and other intellectual property
         laws, in and to the IHC Technology. Notwithstanding the foregoing, AMIC
         owns all right, title and interest, including, without limitation, all
         rights under all copyright, patent and other intellectual property
         laws, in and to all database files and written reports generated by IHC
         exclusively for AMIC in connection with IHC's performance of Services
         hereunder (the "AMIC Files and Reports").

                                   ARTICLE 6
                                 CONFIDENTIALITY

6.1      To the extent that, in connection with this Agreement, either party
         comes into possession of any proprietary or confidential information of
         the other party ("Confidential Information"), each party agrees to use
         the Confidential Information of the other party solely for the purposes
         of this Agreement, and will not disclose such Confidential Information
         to any third party without the other party's written consent. Each
         party shall maintain the Confidential Information of the other party in
         confidence using at least the same degree of care as it employs in
         maintaining in confidence its own proprietary and confidential
         information, but in no event less than a reasonable degree of care.
         Confidential Information includes but is not limited to (i) with
         respect to IHC, all IHC Technology, (ii) with respect to AMIC, the
         proprietary or confidential information IHC obtains from AMIC and (iii)
         with respect to each party, the terms of this Agreement.

6.2      Notwithstanding anything to the contrary in Section 6.1 hereof,
         Confidential Information shall not include information which (i) is or
         becomes publicly available other than as a result of disclosure by the
         receiving party in breach hereof, (ii) was disclosed to the receiving
         party on a nonconfidential basis from a source other than the
         disclosing party, which the receiving party reasonably believed was not
         prohibited from disclosing such information as a result of an
         obligation in favor of the disclosing party, (iii) is developed by the
         receiving party independently of, or was known by the receiving party
         prior to, any disclosure of such information made by the disclosing
         party, (iv) is required to be disclosed by order of a court of
         competent jurisdiction, administrative agency or governmental body, or
         by any law, rule or regulation, or by subpoena, summons or any other
         administrative or legal process or proceeding, including without
         limitation in connection with litigation pertaining hereto or (v) is
         disclosed with the written consent of the disclosing party.

                                   ARTICLE 7
                             WARRANTIES; DISCLAIMER

7.1      THIS IS A SERVICES ENGAGEMENT. IHC WARRANTS THAT IT SHALL PERFORM
         SERVICES HEREUNDER IN GOOD FAITH AND IN A PROFESSIONAL MANNER. IHC
         DISCLAIMS ALL OTHER REPRESENTATIONS AND

                                       4

         WARRANTIES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
         LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
         PURPOSE.

7.2      Nothing in this Section shall be construed to limit the fiduciary or
         other duties or any liability thereunder to AMIC and its shareholders
         of IHC (or its representatives) as a major shareholder of AMIC or as
         the nominator of members of the Board of Directors of AMIC.

                                   ARTICLE 8
               LIMITATION ON DAMAGES AND ACTIONS; INDEMNIFICATION

8.1      AMIC SHALL INDEMNIFY AND HOLD HARMLESS IHC, ITS AFFILIATES, AGENTS AND
         SUBCONTRACTORS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
         EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY AND ALL
         ACTIONS, DAMAGES, CLAIMS, LIABILITIES, COSTS, EXPENSES AND/OR LOSSES IN
         ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES
         PERFORMED HEREUNDER, EXCEPT TO THE EXTENT FINALLY JUDICIALLY DETERMINED
         TO HAVE RESULTED PRIMARILY FROM THE NEGLIGENCE, GROSS NEGLIGENCE, BAD
         FAITH OR INTENTIONAL MISCONDUCT OF SUCH INDEMNIFIED PARTY UNDER THIS
         AGREEMENT.

8.2      IHC SHALL INDEMNIFY AND HOLD HARMLESS AMIC, ITS AFFILIATES, AGENTS AND
         SUBCONTRACTORS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
         EMPLOYEES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY AND ALL
         ACTIONS, DAMAGES, CLAIMS, LIABILITIES, COSTS, EXPENSES AND/OR LOSSES IN
         ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES
         PERFORMED HEREUNDER, EXCEPT TO THE EXTENT FINALLY JUDICIALLY DETERMINED
         TO HAVE RESULTED PRIMARILY FROM THE NEGLIGENCE, GROSS NEGLIGENCE, BAD
         FAITH OR INTENTIONAL MISCONDUCT OF SUCH INDEMNIFIED PARTY UNDER THIS
         AGREEMENT.

8.3      Nothing in this Section shall be construed to limit the fiduciary or
         other duties or any liability thereunder to AMIC and its shareholders
         of IHC (or its representatives) as a major shareholder of AMIC or as
         the nominator of members of the Board of Directors of AMIC.

8.4      THE PROVISIONS OF THIS ARTICLE 8 SHALL APPLY NOTWITHSTANDING ANY
         PROVISION OF THIS AGREEMENT TO THE CONTRARY AND TO THE FULLEST EXTENT
         OF THE LAW AND REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM,
         LIABILITY, COST, EXPENSE OR LOSS, WHETHER IN CONTRACT, STATUTE, TORT
         (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE.

                                       5

                                   ARTICLE 9
                                   DELEGATION

9.1      IHC shall not subcontract any of the Services hereunder without AMIC's
         express written prior approval; provided, however, that such approval
         shall not be unreasonably withheld; and provided further that IHC shall
         have the right, exercisable from time to time in its own discretion and
         upon notice to AMIC, to subcontract or delegate its obligations and
         responsibilities hereunder to related parties and affiliates of IHC.
         Notwithstanding the foregoing, IHC shall not be relieved of its
         obligations hereunder in the event of such a subcontract or delegation.

                                   ARTICLE 10
                              WAIVER OF JURY TRIAL

10.1     IHC AND AMIC HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED
         BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
         COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT, INCLUDING WITHOUT
         LIMITATION, NEGLIGENCE, OR OTHERWISE) RELATING TO THIS AGREEMENT OR THE
         SERVICES PERFORMED HEREUNDER.

                                   ARTICLE 11
                                     NOTICES

11.1     All notices, consents, approvals, requests and other communications
         required or permitted under this Agreement shall be given in writing by
         hand delivery, internationally recognized courier by air service or
         facsimile transmission, and addressed to the addressee at its address
         set forth below:

         If to AMIC:

                           485 Madison Avenue
                           New York, New York  10022
                           Attention:       Fred Ashraf
                           Telephone:       (212) 355-4141
                           Facsimile:       (212) 754-3346

         If to IHC:

                           96 Cummings Point Road
                           Stamford, Connecticut  06902
                           Attention:       Teresa A. Herbert
                           Telephone:       (203) 358-8000
                           Facsimile:       (203) 348-3103


         All notices, consents, approvals, requests and other communications
shall be deemed given on the date of actual receipt. Either party to this
Agreement may change its address or

                                       6

designate an agent for the receipt of notices at any time by giving notice
thereof to the other as provided in this Article 11. Any notice given by a party
hereunder must be signed by an authorized representative of such party.

                                   ARTICLE 12
                                  MISCELLANEOUS

12.1     Force Majeure. Except for the payment of money, neither party shall be
         liable for any delays or other non-performance resulting in whole or in
         part from circumstances or causes beyond its reasonable control,
         including, without limitation, acts or omissions of the other party,
         fuel shortages, fire or other casualty, accidents, acts of God, strike,
         lock-out or labor dispute (legal or illegal), civil disorder, inability
         to procure materials, failure of telephone companies to provide
         necessary telephone service, riots, insurrections, war, terrorism or
         other violence, or any law, order or requirement of any governmental
         agency or authority.

12.2     Relationship of Parties. The parties intend that an independent
         contractor relationship shall be created by this Agreement, and that
         nothing contained herein shall be construed to create a partnership,
         joint venture or relationship of employer and employee or principal and
         agent between the parties hereto. It is understood that IHC cannot and
         shall not be deemed an agent of AMIC for any purpose whatsoever, and
         neither party shall have any right or authority to assume or create any
         obligation of any kind, whether expressed or implied, on behalf of the
         other party by reason of this Agreement.

12.3     Binding Nature and Assignment. Neither party may assign or transfer
         this Agreement or any of its rights or obligations under this Agreement
         without the prior written consent of the other party; provided,
         however, that (i) this Section 12.3 shall not be construed to limit
         IHC's right to subcontract or delegate its obligations and
         responsibilities hereunder as provided in Section 9.1 hereof, and (ii)
         either party may assign or transfer this Agreement (and the rights and
         obligations hereunder) without the consent of the other party, to an
         affiliate of such party or to any entity that has acquired all or
         substantially all of such party's assets as a successor to the business
         of such party. This Agreement shall be binding upon and inure to the
         benefit of each party hereto and its successors and permitted assigns
         and is not intended to confer any rights upon any person or entity
         except for the parties hereto, their respective successors and
         permitted assigns and the persons and/or entities identified in Section
         8.3 hereof.

12.4     Entire Agreement. This Agreement, including the Exhibits attached
         hereto, constitutes the entire agreement between the parties hereto
         with respect to the subject matter hereof and supersedes all other oral
         or written representations, understandings or agreements relating to
         the subject matter hereof.

12.5     Severability. If any provision of this Agreement is declared or found
         to be illegal, unenforceable or void, such provision shall not affect
         the other provisions hereof, but shall be deemed modified to the extent
         necessary to render it legal and enforceable, preserving to the fullest
         extent permissible the intent of the parties set forth in this
         Agreement.

                                       7

12.6     Waivers and Amendments.

         (a)      No delay or omission by either party in enforcing, or failure
                  to insist upon strict performance of, its rights or remedies
                  under this Agreement shall impair such right or remedy or be
                  deemed to be a waiver thereof.

         (b)      No waiver of any right or remedy under this Agreement with
                  respect to any occurrence or event on one occasion shall be
                  deemed a waiver of such right or remedy with respect to such
                  occurrence or event on any other occasion.

         (c)      No amendment or waiver of any provision of this Agreement
                  shall be valid unless in writing and signed by both parties
                  and approved by the Board of Directors of AMIC.

         (d)      Except as expressly set forth in this Agreement, all rights
                  and remedies of the parties are cumulative and in addition to
                  any and all rights and remedies available to a party under
                  applicable law, in equity, pursuant to contract or otherwise.

12.7     Section Headings; Interpretation. The section headings contained in
         this Agreement are for convenience of reference only and shall not
         affect the meaning or interpretation of this Agreement. The words
         "hereof", "herein" and "hereunder", and words of a similar import, when
         used in this Agreement shall refer to this Agreement as a whole and not
         to any particular provision of this Agreement.

12.8     Governing Law. This Agreement shall be construed and enforced in
         accordance with and shall be governed by the laws of the State of
         Delaware (without giving effect to the choice of law principles
         thereof).

12.9     Signing in Counterparts. This Agreement may be executed in several
         counterparts and all such executed counterparts shall constitute
         originals and one agreement, binding on all of the parties hereto,
         notwithstanding that all of the parties hereto are not signatories to
         the original or to the same counterpart.

12.10    Purpose of Agreement; Cooperation. The parties acknowledge that the
         purpose of this Agreement is to provide the Services on a basis to
         ensure the smooth and uninterrupted transition and operation of the
         Business from IHC to AMIC following the date hereof. Each of IHC and
         AMIC agrees to cooperate in good faith with the other and to take such
         other actions as may be reasonably requested by the other to carry out
         the intent and purposes of this Agreement.

                                       8

         IN WITNESS WHEREOF, the parties hereto have caused this Services
Agreement to be duly executed and delivered as of the date first set forth
above.

                                            AMERICAN INDEPENDENCE CORP.

                                            By:      /s/ Ronald I. Simon
                                                     ---------------------------
                                            Name:    Ronald I. Simon
                                            Title:   Director

                                            INDEPENDENCE HOLDING COMPANY

                                            By:      David T. Kettig
                                                     ---------------------------
                                            Name:    David T. Kettig
                                            Title:   Vice President

                                       9

                                    EXHIBIT A
                              STATEMENT OF SERVICES

1.       IHC will provide to AMIC services at a level and quality comparable in
         all material respects to the services provided by IHC personnel to IHC
         and its subsidiaries. Such services shall include the services of IHC
         executive personnel and any additional personnel hired or assigned by
         IHC to replace or supplement such personnel. The Services shall include
         all those necessary to the operation of AMIC as determined by the Board
         of Directors of AMIC, including, without limitation: accounting,
         financial management, treasury, legal, shareholder services, contract
         negotiation, corporate and business development, support for the Board
         of Directors, relationship with outside auditors and corporate
         communications.

2.       IHC will cause each such person to spend such portion of such person's
         working hours or the business and affairs of AMIC as he or she
         determines to be reasonably necessary or desirable in order to provide
         services to AMIC of the quality such persons provide to IHC.

3.       IHC will not assign any such person to spend all of his or her working
         time on the business and affairs of AMIC without providing prior notice
         to the AMIC Board of Directors.

                                    EXHIBIT B
                            STATEMENT OF COMPENSATION

1.       AMIC will be charged on a time and materials basis determined by
         multiplying the hours spent on AMIC matters by the persons named or
         referred to in Exhibit A by the hourly amount given below (or, in the
         case of a personal not named in Exhibit A, the hourly amount reasonably
         agreed to by IHC and AMIC):



         Name                                               Hourly
         ----                                               ------
                                                         
         Roy Thung                                          $300.00
         David Kettig                                       $200.00
         Roy Standfest                                      $200.00
         Teresa Herbert                                     $150.00
         Brian Schlier                                      $150.00


2.       IHC shall not charge AMIC any additional monies in respect to overhead
         (such as occupancy, facilities, benefits or comparable costs incurred
         by IHC in employing such personnel).

EX-99.1

                                                                    Exhibit 99.1

                                             <
AMERICAN INDEPENDENCE CORP.                 CONTACT:  DAVID T. KETTIG
485 MADISON AVENUE                          (212) 355-4141 EXT. 3047
NEW YORK, NEW YORK 10022                    www.americanindependencecorp.com
NASDAQ - (SOFN)



                                  NEWS RELEASE

            SOFTNET SYSTEMS, INC. PURCHASES INSURANCE HOLDING COMPANY
                 AND CHANGES NAME TO AMERICAN INDEPENDENCE CORP.

         New York, New York, November 14, 2002. SoftNet Systems, Inc. (NASDAQ -
SOFN) today announced that it has acquired the stock of Independence American
Holdings Corp. ("IAHC") from Independence Holding Company ("IHC") (NASDAQ -
INHO) and SoftNet has changed its name to American Independence Corp. ("AMIC").
SoftNet will begin trading on NASDAQ under the symbol AMIC starting tomorrow,
November 15, 2002. IAHC is an insurance holding company that owns Independence
American Insurance Company (formerly known as First Standard Security Insurance
Company ("Independence American") and two managing general underwriters
("MGUs"). Independence American is a property and casualty insurer and reinsurer
which is licensed in 24 states and rated B+ (Very Good) by A.M. Best & Company,
Inc. In addition to issuing and reinsuring provider excess loss insurance,
Independence American has entered into reinsurance treaties with Standard
Security Life Insurance Company of New York ("Standard Security") and Madison
National Life Insurance Company, Inc. ("Madison National") under which these
companies will cede to Independence American, effective January 1, 2003, 15% of
their gross employer medical stop-loss and managed care premiums. The acquired
MGUs underwrite and market employer medical stop-loss, provider excess loss, HMO
Reinsurance and/or group life. IHC, which owns 19.9% of AMIC, is the holding
company for Standard Security and Madison National.

         In announcing the agreement, Edward Bennett, Acting Chairman of the
Board of AMIC, said: "We thank our shareholders for approving the transaction
that propels us forward as an insurance holding company under the experienced
leadership of Independence Holding Company, as well as changing our corporate
name to American Independence Corp. The acquisition of this group, which has a
solid track record of growth and profitability, provides AMIC with a platform to
generate profits which are expected to be able to be used against AMIC's tax net
operating loss carryforwards of approximately $250 million. AMIC will also
retain over $30 million cash, in addition to cash available in our insurance
subsidiaries, which will be available for further investments, acquisitions or
contributing additional capital to Independence American."

         AMIC's shareholders also approved an amendment to the Company's
certificate of incorporation to limit acquisitions of its common stock in excess
of certain percentage amounts.

         AMIC is a holding company engaged principally in insurance and
reinsurance business through Independence American, IndependenceCare Holdings
LLC, and Risk Assessment Strategies, Inc.

         Some of the statements included herein may be considered to be forward
looking statements which are subject to certain risks and uncertainties. Factors
which could cause the actual results to differ materially from those suggested
by such statements are described from time to time in AMIC filings with the
Securities and Exchange Commission.