HEALTH BENEFITS DIRECT CORP (Form: 8-K, Received: 01/17/2006 06:00:52)

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): January 11, 2006


HEALTH BENEFITS DIRECT CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware	333-123081	98-0438502
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2900 Gateway Drive, Pompano Beach, FL		33069
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 944-4447

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement

Pursuant to Director and Officer Indemnification Agreements entered into with each of Alvin Clemens and Warren V. Musser (each an “Indemnitee”) on January 12, 2006, we have agreed to indemnify each of the Indemnitees to the fullest extent of the law permitted or required by the State of Delaware.

On January 12, 2006, we agreed to terms of employment with Alvin Clemens under which Mr. Clemens was named Executive Chairman of the Company, an executive officer position. Under the two year agreement, Mr. Clemens is to be paid a base salary of $275,000 per year and is entitled to receive such bonus compensation as a majority of the board of directors may determine from time to time.

On December 1, 2005, we entered into a consulting agreement with Alliance Advisors, LLC (“Alliance”) to provide certain financial and public relations consulting services (the “Consulting Agreement”), ratified by our Board of Directors on January 12, 2006. Pursuant to the Consulting Agreement, Alliance will develop, implement, and maintain an ongoing system with the general objective of expanding awareness of our Company among stockholders, analysts, micro-cap fund managers, market makers, and financial & trade publications for a twelve months term. In consideration for the services provided by Alliance, we have agreed to pay Alliance a monthly fee of $8,300 and agreed to issue 100,000 shares of our common stock.

Item 3.02.

Unregistered Sales of Equity Securities

As described in Item 1.01, 100,000 shares of our common stock have been issued to Alliance in consideration of their engagement under the Consulting Agreement. The shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States, in reliance on the exemption from registration afforded by Section 4(2) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering. In the event that we file a registration statement under the Securities Act, Alliance shall have “piggy-back” registration rights with regard to shares it is issued.

On January 11, 2006, we completed the fifth closing of our private offering of units (the “Units”), and terminated the offering. Each Unit consists of 50,000 shares of our common stock and a detachable, transferable warrant to purchase shares of our common stock, at a purchase price of $50,000 per Unit, to accredited investors pursuant to the terms of a Confidential Memorandum, dated November 21, 2005, as supplemented. Each warrant entitles the holder to purchase 25,000 shares of our common stock at an exercise price of $1.50 per share and expires on the three-year anniversary of the date of issuance, subject to certain redemption provisions. On January 11, 2006, we closed on the sale of $6,450,000 (129 additional Units). We received total gross proceeds from the private placement, through the termination date, of $14,700,000 on sales of a total of 294 Units.

The private placement was made solely to “accredited investors,” as that term is defined in Regulation D under the Securities Act. None of the Units, warrants or common stock, or shares of our common stock underlying such warrants, were registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempts transactions by an issuer not involving any public offering.

The Keystone Equities Group, L.P. served as placement agent in connection with the private placement. The placement agent received (i) a total cash fee of $558,000 (4% of the gross proceeds), and

(ii) five-year warrants to purchase 735,000 shares (5% of the shares sold in the private placement) of our common stock at an exercise price of $1.50 per share.

We are obligated to file a registration statement with the SEC within ninety (90) days following the date of the closing of the private placement (the “Registration Statement Filing Date”) covering the resale of the shares of common stock issued in the private placement and the shares of common stock issuable upon exercise of the warrants issued in the private placement. If we do not file the registration statement with the SEC by the Registration Statement Filing Date, then we shall make pro rata payments to each purchaser of Units, payable in cash, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate dollar amount of Units purchased by such investor for each thirty (30) day period or pro rata for any portion thereof following the Registration Statement Filing Date by which such registration statement should have been filed for which no registration statement is filed. In addition, if the registration statement is not declared effective by the SEC within ninety (90) days following its filing (the ninetieth (90th) day following the filing of the registration statement is referred to herein as the “Registration Statement Effective Date”), then we shall make pro rata payments to each purchaser of Units, payable in cash or common stock at our election, as liquidated damages and not as a penalty, in an amount equal to 1.0% of the aggregate dollar amount of Units purchased by such investor for each thirty (30) day period or pro rata for any portion thereof following the Registration Statement Effective Date that the registration statement has not been declared effective.

Under certain circumstances, we are entitled to defer or delay filing of the registration statement upon the occurrence of certain events, upon our determination that a delay would be in our best interest, and in the event that we are offering our own securities in an underwritten public offering.

Pursuant to our Advisory Agreement with Warren V. Musser, he introduced potential investors to us and provided us with additional services. Under the Advisory Agreement, Mr. Musser may not (a) solicit investors to make any investment, (b) make any recommendations to individuals regarding an investment, or (c) provide any analysis or advice regarding an investment. As consideration for his services Mr. Musser is entitled to receive: (i) a total cash fee equal to $588,000 (4% of the gross proceeds); and (ii) five-year warrants to purchase 735,000 shares (5% of the shares sold in the private placement) of our common stock at an exercise price of $1.50 per share. Prior to commencement of the offering, Mr. Musser discussed with the Company his appointment to the Board of Directors upon conclusion of the offering as a designee of the investors and placement agent.

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Each of our Directors serves for an initial term of two years pursuant to resolutions adopted by our Board of Directors on January 12, 2006.

On January 12, 2006, our Board of Directors set the size of our Board of Directors to seven members, and appointed Warren V. Musser to fill the vacancy created thereby. In addition, on January 12, 2006, our Board of Directors appointed Alvin Clemens as Executive Chairman, an executive officer position.

Pursuant to an agreement with our Placement Agent under our offering, the founders and each investor in our private placement offering have agreed to vote their shares of our common stock in favor of directors as follows: three board nominees designated by the founders, whom shall initially be Scott Frohman, Charles Eissa and a third director to be named following closing, three nominees designated by the representatives of the investors, whom shall initially be Alvin Clemens, John Harrison and a third director to be named following closing, and one independent director mutually acceptable to the founders and the investors, whom shall initially be

Paul Soltoff. In addition, Alvin Clemens shall serve as the Chairman of the Board following the initial closing of the offering.

Alvin Clemens has over forty-five years of insurance experience and expertise as an entrepreneur and senior executive. Mr. Clemens was founder, Chairman and CEO of Academy Insurance Group from 1970 to 1985. Academy was a pioneer of direct mass marketing of life and health insurance products and in the early 1970's began selling supplemental health insurance directly over television using celebrities. Academy was also a leader in writing new ordinary (cash value) life insurance products using mass marketing techniques and reached a market capitalization of approximately $500 million. Mr. Clemens also served as Chairman and CEO of Provident American Corporation from 1989-2001. While at Provident, Mr. Clemens founded HealthAxis as a subsidiary of Provident. Provident was a pioneer in utilizing the Internet to make direct sales to insurance customers. Provident grew to a market capitalization of approximately $2 billion. Mr. Clemens has successfully raised capital and negotiated significant agreements with insurance companies and Web portals such as AOL and Lycos to build a substantial Internet marketing organization. Mr. Clemens is a former member of the Board of Directors of the Pennsylvania Insurance Federation. In 1995, Pennsylvania Governor Tom Ridge appointed Mr. Clemens to the Banking and Insurance Transition Team.

Warren V. (Pete) Musser was the founder of Safeguard Scientifics, Inc. Mr. Musser facilitated the formation of Fortune companies, including Comcast, QVC and Novell. He currently serves as Chairman and Co-Chief Executive Officer of Epitome Systems, Inc., Chairman of Telkonet, Inc. (Nasdaq: TKO - News), and is a member of the board of directors of Internet Capital Group, NutriSystem, Inc., Zenta Group, Inc., Advantage Entertainment Centeres, Inc. and Health Advocate, Inc. He was also the co-founder of the Eastern Technology Council.

Pursuant to our Non-Employee Directors Stock Option Plan, upon election to the Board of Directors, each director receives a ten-year stock option to purchase 250,000 shares of common stock with an exercise price equal to $1.00 per share, which vests as follows: 100,000 shares on the date of grant; 75,000 shares on the first anniversary of the grant and the remaining 75,000 shares in twelve equal increments at the end of each calendar month thereafter.

Mr. Musser is party to an Advisory Agreement with the Company dated as of November 1, 2005 pursuant to which Mr. Musser has been paid fees in excess of $60,000 and has received warrants to purchase shares of our common stock, as described in Item 3.02. Mr. Harrison, a director, is associated with The Keystone Equities Group, L.P., our placement agent for the offering of Units, as described in Item 3.02.

Item 8.01.

Other Events

On January 12, 2006, the Company issued a press release attached as Exhibit 99.1 to this Form 8-K incorporated herein by reference.

Item 9.01.			Financial Statements and Exhibits
	(d)	Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No .	Description
4.1	Form of Common Stock Purchase Warrant Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 30, 2005 (the “November 30, 2005 8-K”)).
10.1	Form of Director and Officer Indemnification Agreement with Directors and key officers of the Company.
10.2	Advisory Agreement dated as of November 1, 2005, by and between Health Benefits Direct Corporation and Warren V. Musser (Incorporated by reference to Exhibit 10.25 to the November 30, 2005 8-K).
10.3	Placement Agent Agreement, dated October 19, 2005, by and between Keystone Equities Group, Inc. and Health Benefits Direct Corporation (Incorporated by reference to Exhibit 10.3 to the November 30, 2005 8-K).
10.4	Final Term Sheet, dated as of November 16, 2005, by and among Health Benefits Direct Corporation, Keystone Equities Group, Inc. and Warren V. Musser (Incorporated by reference to Exhibit 10.4 to the November 30, 2005 8-K).
10.5	Form of Private Placement Subscription Agreement (Incorporated by reference to Exhibit 10.5 to the November 30, 2005 8-K).
10.6	Form of Health Benefits Direct Corporation Registration Rights Agreement (Incorporated by reference to Exhibit 10.6 to the November 30, 2005 8-K).
10.7	Health Benefits Direct Corporation Non-Employee Directors Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed December 22, 2005).
10.8	Investor Relations Consulting Agreement, dated December 1, 2005, by and among Health Benefits Direct Corporation and Alliance Advisors, LLC.
10.9	Employment Agreement, effective as of January 12, 2005, by and between Alvin Clemens and Health Benefits Direct Corporation.
99.1	Press Release dated January 12, 2006.

SIGNATURES

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

Date: January 13, 2006	HEALTH BENEFITS DIRECT CORPORATION


	By:	/s/ Scott Frohman
		Scott Frohman
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No .	Description
4.1	Form of Common Stock Purchase Warrant Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 30, 2005 (the “November 30, 2005 8-K”)).
10.1	Form of Director and Officer Indemnification Agreement with Directors and key officers of the Company.
10.2	Advisory Agreement dated as of November 1, 2005, by and between Health Benefits Direct Corporation and Warren V. Musser (Incorporated by reference to Exhibit 10.25 to the November 30, 2005 8-K).
10.3	Placement Agent Agreement, dated October 19, 2005, by and between Keystone Equities Group, Inc. and Health Benefits Direct Corporation (Incorporated by reference to Exhibit 10.3 to the November 30, 2005 8-K).
10.4	Final Term Sheet, dated as of November 16, 2005, by and among Health Benefits Direct Corporation, Keystone Equities Group, Inc. and Warren V. Musser (Incorporated by reference to Exhibit 10.4 to the November 30, 2005 8-K).
10.5	Form of Private Placement Subscription Agreement (Incorporated by reference to Exhibit 10.5 to the November 30, 2005 8-K).
10.6	Form of Health Benefits Direct Corporation Registration Rights Agreement (Incorporated by reference to Exhibit 10.6 to the November 30, 2005 8-K).
10.7	Health Benefits Direct Corporation Non-Employee Directors Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed December 22, 2005).
10.8	Investor Relations Consulting Agreement, dated December 1, 2005, by and among Health Benefits Direct Corporation and Alliance Advisors, LLC.
10.9	Employment Agreement, effective as of January 12, 2005, by and between Alvin Clemens and Health Benefits Direct Corporation.
99.1	Press Release dated January 12, 2006.

Exhibit 10.1

HEALTH BENEFITS DIRECT CORPORATION

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

This Director and Officer Indemnification Agreement, dated as of _________ (this “Agreement” ), is made by and between Health Benefits Direct Corporation, a Delaware corporation (the “Company” ), and __________ (the “Indemnitee” ).

RECITALS:

A. Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under the direction of its board of directors.

B. By virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act as fiduciaries of the corporation and its stockholders.

C. Thus, it is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available to serve as directors and officers of the Company.

D. In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

E. The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation, and (2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation will absorb the costs of defending their honesty and integrity.

F. The number of lawsuits challenging the judgment and actions of directors and officers of Delaware corporations, the costs of defending those lawsuits and the threat to personal assets have all materially increased over the past several years, chilling the willingness of capable women and men to undertake the responsibilities imposed on corporate directors and officers.

G. Recent federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have exposed such directors and officers to new and substantially broadened civil liabilities.

H. Under Delaware law, a director’s or officer’s right to be reimbursed for the costs of defense of criminal actions, whether such claims are asserted under state or federal law, does not depend upon the merits of the claims asserted against the director or officer and is separate and distinct from any right to indemnification the director may be able to establish.

I. Indemnitee is, or will be, a director and/or officer of the Company and his or her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the State of Delaware, and upon the other undertakings set forth in this Agreement.

J. Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s continued service as a director and/or officer of the Company and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents” ), any change in the composition of the Company’s Board of Directors (the “Board” ) or any change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification and advancement of Expenses to Indemnitee on the terms, and subject to the conditions, set forth in this Agreement.

K. In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.

AGREEMENT:

NOW, THEREFORE, the parties hereby agree as follows:

1. Certain Definitions . In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this Agreement with initial capital letters:

(a) “Change in Control” shall have occurred at such time, if any, as Incumbent Directors cease for any reason to constitute a majority of Directors. For purposes of this Section 1(a), “Incumbent Directors” means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment, was approved by a vote of at least a majority of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however, that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934, as amended) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.

(b) “Claim” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any

inquiry or investigation, whether made, instituted or conducted by the Company or any other Person, including, without limitation, any federal, state or other governmental entity, that Indemnitee reasonably determines might lead to the institution of any such claim, demand, action, suit or proceeding. For the avoidance of doubt, the Company intends indemnity to be provided hereunder in respect of acts or failure to act prior to, on or after the date hereof.

(c) “Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

(d) “Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification is sought by Indemnitee.

(e) “Expenses” means attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.

(f) “Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief

Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

(g) “Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim; provided, however, that Indemnifiable Losses shall not include Losses incurred by Indemnitee in respect of any Indemnifiable Claim (or any matter or issue therein) as to which Indemnitee shall have been adjudged liable to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in which such Indemnifiable Claim was brought shall have determined upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem proper.

(h) “Independent Counsel” means a nationally recognized law firm, or a member of a nationally recognized law firm, that is experienced in matters of Delaware corporate law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company (or any subsidiary) or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements) or (ii) any other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid or payable in settlement, including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

(j) “Person” means any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended.

(k) “Standard of Conduct” means the standard for conduct by Indemnitee that is a condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim. The Standard of Conduct is (i) good faith and a reasonable belief by Indemnitee that his action was in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable cause to believe that his conduct was unlawful, or (ii) any other applicable standard of conduct that may hereafter be substituted under Section 145(a) or (b) of the Delaware General Corporation Law or any successor to such provision(s).

2. Indemnification Obligation . Subject only to Section 7 and to the proviso in this Section, the Company shall indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided,

however, that, except as provided in Section 5, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with (i) any Claim initiated by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim, or (ii) the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended. The Company acknowledges that the foregoing obligation may be broader than that now provided by applicable law and the Company’s Constituent Documents and intends that it be interpreted consistently with this Section and the recitals to this Agreement.

3. Advancement of Expenses . Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all actual and reasonable Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee. Without limiting the generality or effect of any other provision hereof, Indemnitee’s right to such advancement is not subject to the satisfaction of any Standard of Conduct. Without limiting the generality or effect of the foregoing, within five business days after any request by Indemnitee that is accompanied by supporting documentation for specific reasonable Expenses to be reimbursed or advanced, the Company shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest, any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, at the request of the Company, Indemnitee shall execute and deliver to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s ability to repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts paid, advanced or reimbursed by the Company in respect of Expenses relating to, arising out of or resulting from any Indemnifiable Claim in respect of which it shall have been determined, following the final disposition of such Indemnifiable Claim and in accordance with Section 7, that Indemnitee is not entitled to indemnification hereunder.

4. Indemnification for Additional Expenses . Without limiting the generality or effect of the foregoing, the Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific Expenses to be reimbursed or advanced, any and all actual and reasonable Expenses paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company; provided, however, if it is ultimately determined that the Indemnitee is not entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be, then the Indemnitee shall be obligated to repay any such Expenses to the Company; provided further, that, regardless in each case of whether Indemnitee ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be, Indemnitee shall return,

without interest, any such advance of Expenses (or portion thereof) which remains unspent at the final disposition of the Claim to which the advance related.

5. Partial Indemnity . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6. Procedure for Notification . To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefore, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all Indemnifiable Claims and Indemnifiable Losses in accordance with the terms of such policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers, substantially concurrently with the delivery thereof by the Company. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and to the extent that such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.

7.	Determination of Right to Indemnification .

(a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including, without limitation, dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) shall be required.

(b) To the extent that the provisions of Section 7(a) are inapplicable to an Indemnifiable Claim that shall have been finally disposed of, any determination of whether Indemnitee has satisfied the applicable Standard of Conduct (a “Standard of Conduct Determination” ) shall be made as follows: (i) if a Change in Control shall not have occurred, or if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made pursuant to this clause (i), (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors, or (C) if there are no such Disinterested Directors, or if a majority of the Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have requested that the Standard of

Conduct Determination be made pursuant to clause (i) above, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.

(c) If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 7(a), (ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed pursuant to Section 7(b) to have satisfied the applicable Standard of Conduct, then the Company shall pay to Indemnitee, within five business days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted, and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses. Nothing herein is intended to mean or imply that the Company is intending to use Section 145(f) of the Delaware General Corporation Law to dispense with a requirement that Indemnitee meet the applicable Standard of Conduct where it is otherwise required by such statute.

(d) If a Standard of Conduct Determination is required to be, but has not been, made by Independent Counsel pursuant to Section 7(b)(i), the Independent Counsel shall be selected by the Board or a committee of the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is required to be, or to have been, made by Independent Counsel pursuant to Section 7(b)(ii), the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent Counsel” in Section 1(h), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 7(d) to make the Standard of Conduct Determination shall have been selected within 30 calendar days after the Company gives its initial notice pursuant to the first sentence of this Section 7(d) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 7(d), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or

Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person or firm selected by the Court or by such other person as the Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the actual and reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 7(b).

8. Cooperation . Indemnitee shall cooperate with reasonable requests of the Company in connection with any Indemnifiable Claim and any individual or firm making such Standard of Conduct Determination, including providing to such Person documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to defend the Indemnifiable Claim or make any Standard of Conduct Determination without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within five business days of such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all costs and expenses (including attorneys’ and experts’ fees and expenses) actually and reasonably incurred by Indemnitee in so cooperating with the Person defending the Indemnifiable Claim or making such Standard of Conduct Determination.

9. Presumption of Entitlement . Notwithstanding any other provision hereof, in making any Standard of Conduct Determination, the Person making such determination shall presume that Indemnitee has satisfied the applicable Standard of Conduct.

10. No Other Presumption . For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable Standard of Conduct or that indemnification hereunder is otherwise not permitted.

11. Non-Exclusivity . The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively, “Other Indemnity Provisions” ); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will without further action be deemed to have such greater right hereunder, and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company may not, without the consent of Indemnitee, adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement.

12. Liability Insurance and Funding . For the duration of Indemnitee’s service as a director and/or officer of the Company and for a reasonable period of time thereafter, which such period shall be determined by the Company in its sole discretion, the Company shall use

commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company, and, if applicable, that is substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance. Upon reasonable request, the Company shall provide Indemnitee or his or her counsel with a copy of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials. In all policies of directors’ and officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by such policy. Notwithstanding the foregoing, (i) the Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including, without limitation, a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement and (ii) in renewing or seeking to renew any insurance hereunder, the Company will not be required to expend more than 2.0 times the premium amount of the immediately preceding policy period (equitably adjusted if necessary to reflect differences in policy periods).

13. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the related rights of recovery of Indemnitee against other Persons (other than Indemnitee’s successors), including any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f). Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).

14. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.

15. Defense of Claims . Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, if any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has

interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

16. Mutual Acknowledgment . Both the Company and the Indemnitee acknowledge that in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company may be required in the future to undertake to the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee and, in that event, the Indemnitee’s rights and the Company’s obligations hereunder shall be subject to that determination.

17.	Successors and Binding Agreement .

(a) This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including, without limitation, any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegatable by the Company.

(b) This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, distributees, legatees and other successors.

(c) This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have no liability to pay any amount so attempted to be assigned or transferred.

18. Notices . For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service, addressed to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

19. Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement, waive all procedural objections to suit in that jurisdiction, including, without limitation, objections as to venue or inconvenience, agree that service in any such action may be made by notice given in accordance with Section 18 and also agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

20. Validity . If any provision of this Agreement or the application of any provision hereof to any Person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other Person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

21. Miscellaneous . No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.

22. Certain Interpretive Matters . Unless the context of this Agreement otherwise requires, (1) “it” or “its” or words of any gender include each other gender, (2) words using the singular or plural number also include the plural or singular number, respectively, (3) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (4)

the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (5) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (6) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

23. Entire Agreement . This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter of this Agreement. Any prior agreements or understandings between the parties hereto with respect to indemnification are hereby terminated and of no further force or effect. This Agreement is not the exclusive means of securing indemnification rights of Indemnitee and is in addition to any rights Indemnitee may have under any Constituent Documents.

24. Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above written.

HEALTH BENEFITS DIRECT CORPORATION


By:
	Name:
	Title:


INDEMNITEE:



Name:

Address:

Signature Page to Director and Officer Indemnification Agreement

Exhibit 10.8

ALLIANCE ADVISORS, LLC

(An Affiliate of Hayden Communications, Inc.)

INVESTOR RELATIONS CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made this 1st day of December 2005, by and between Health Benefits Direct Corporation (OTC BB: HBDC), a Delaware Corporation (hereinafter referred to as the “Company” or “HBDC”), and Alliance Advisors, LLC (hereinafter referred to as the “Consultant” or “AA”), an affiliate of Hayden Communications, Inc. (“HC”).

EXPLANATORY STATEMENT

The Consultant has successfully demonstrated financial and public relations consulting expertise, and possesses valuable knowledge, and experience in the areas of business finance and corporate investor/public relations. The Company believes that the Consultant’s knowledge, expertise and experience would benefit the Company, and the Company desires to retain the Consultant to perform consulting services in the areas described above for the Company.

NOW, THEREFORE, in consideration of their mutual agreements and covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the affixation by the parties of their respective signatures and seals herein below, the parties agree as follows:

I.	CONSULTING SERVICES

1.1. AA agrees that for a period of twelve (12) months commencing December 1, 2005, the Consultant will reasonably be available during regular business hours to advise, counsel and inform designated officers and employees of the Company about the health benefits services industry. Additionally, AA shall provide advice to HBDC about the financial marketplace, competitors, business acquisitions and other aspects of or concerning the Company’s business about which AA has knowledge or expertise.

1.2. AA shall render services to the Company as an independent contractor, and not as an employee. All services rendered by AA on behalf of the Company shall be performed to the best of AA’s ability in concert with the overall business plan of the Company and the goals and objectives of Corporate Management and the Board of Directors.

II.

SCOPE OF SERVICES/PROGRAMS/ACTIVITIES

AA will develop, implement, and maintain an ongoing stock market support system for HBDC with the general objective of expanding awareness in HBDC among stockbrokers, analysts, micro-cap portfolio/fund managers, market makers, and the appropriate financial & trade publicaions.

105 South Bedford Road	Suite 313	Mount Kisco, NY 10549
P (914) 244-0062		F (914) 244-4458

1.	PROFESSIONAL INVESTMENT COMMUNITY AWARENESS
	A.	Introductions to professionals at select firms, with a focus on members of the Financial Community in various geographic regions, both in the United States, Canada and Europe. The targeted group of professionals, which would be drawn from our proprietary database of contacts will be a subset of the following:
		1.	Over 15,000 Equity Brokers
		2.	Over 800 Analysts (Buy and Sell Side - both generalists and industry specialists)
		3.	Over 6,500 Micro-Cap Portfolio/Hedge Fund Managers
		4.	Over 120 Market Makers (both retail and wholesale)
		5.	Financial, Trade and Industry Publications
	B.	Introductions to new fund managers and analysts (buy and sell side) through the utilization of both Big Dough and other on-line tools such as StreetWise, etc.
	C.	Introductions to High Net-Worth accredited investors who build positions in micro-cap companies and are familiar with other quality companies, which AA currently and previously represented.
	D.	Broker conference calls/presentations arranged by AA in select cities (and at compatible times) with top management at HBDC. Cities we would schedule meetings include New York, Boston, Dallas, Denver, Ft. Lauderdale, Houston, Atlanta, Chicago, LA, Miami, Orange County, CA, San Diego, San Francisco, St. Louis, D.C., and other select cities.
	E.	All interested parties will be continually updated of Client’s progress via phone conversations and through our fax/e-mail list for news releases.
	F.	AA will screen all investment firms for upcoming financial conferences, which would be appropriate for HBDC. AA will work through the proper channels with the goal of receiving invitations for management to present at those conferences, which are relevant.

2.	SHAREHOLDER COMMUNICATIONS

A.	Handle investor requests for timely information via the telephone and e-mail. AA will have a knowledgeable associate available during market hours to field and respond to all investor inquiries in a timely manner. This is a time intensive service that allows management to focus on executing its business plan.
B.	AA will provide same day fulfillment for all investor package requests.
C.	Quarterly Conference Calls to accompany the earnings release. AA will assist with scripting these calls and monitoring the continuity to ensure a smooth rollout for investors. Quarterly Interim-Reports including a “CEO Letter” are an additional option to communicate with shareholders on a consistent basis.

3.	MEDIA RELATIONS
	A.	Our Media Department will develop a focus list of industry, trade and financial publications and contact appropriate editors, review and manage editorial calendars for relevant upcoming articles.

105 South Bedford Road	Suite 313	Mount Kisco, NY 10549
P (914) 244-0062		F (914) 244-4458

Financial Newsletter campaign. AA will work with our many financial newsletter editors and publishers for a “Buy Recommendation” for HBDC. The newsletters we contact have a paid subscription base of investors who focus solely on micro cap stocks and do not solicit compensation for coverage. A “Buy Recommendation” can produce a great deal of new investor interest and lends third party support and opinion. AA has been able to achieve “Buy Recommendations” for former and current clients in: The Kon-Lin letter, The Conservative Speculator, Dick Davis Digest, George Southerland’s Special Investment Situations, The Patient Inve$tor, and Equities Special Situations. Other publications we have worked with and will introduce HBDC to include: The Red Chip Review, Investor’s Digest, The Quiet Investor, Acker Letter, High-Growth Newsletter, Bullish Investor, Low-Priced Stocks, and the Micro-Stock Digest.

4.	THE FINANCIAL PRESS

A.	AA will assist senior management to draft and complete press releases on all material events as deemed by the Company. Management and corporate counsel will approve all releases before they are sent to the wire.
B.	AA will disseminate news releases through a Broadcast Fax and/or electronic mail (e-mail) to our established database of financial professionals including: special situation analysts, brokers, fund managers, individual investors, money managers, and current or prospective individual shareholders who are already invested or have expressed an interest in HBDC.

III.	AGENDA (Initial 180 days)
	A.	Establish a time line of expected corporate events.
	B.	Generate a two-page Corporate Profile , which clearly articulates HBDC’s current business and financial position, as well as its strategy for future growth.
	C.	Assist HBDC in updating its investor package and investor information via the company’s corporate Web site. Assist with Shareholders’ letter and quarterly update.
	D.	Assist management in updating its PowerPoint presentation to utilize during corporate presentations.
	E.	Target select brokers and micro-cap fund managers, which follow growth companies that have a similar profile to HBDC.
	F.	Expand the number of market makers, which utilize retail support.
	G.	Plan in house broker meetings/conference calls in select cities. Follow up with phone calls to gauge management’s effectiveness in articulating the story. Give feedback and make appropriate changes to properly position the company and growth opportunity.
	H.	Target newsletter editors and publishers for a “Buy Recommendation”. Focus on Trade, Financial and Industry Publications for appropriate stories on HBDC’s services, attributes and value proposition to the marketplace.

105 South Bedford Road	Suite 313	Mount Kisco, NY 10549
P (914) 244-0062		F (914) 244-4458

I.	Target “Buy” and “Sell” side analysts for a “Buy Recommendation”.
J.	Maintain and update the database to ensure that all press releases are faxed and/or e-mailed to all interested professionals.
K.	Manage all investor calls in a timely manner to facilitate the timely distribution of corporate information. Focus on educating professional shareholders, with the premise that an informed investor will become a longer-term investor.
L.	Contact Brokerage Firms who hold conferences for the purpose of receiving an invitation for management to present.
M.	Provide progress reports to senior management when appropriate. Evaluate achievements after the first 180 days and develop a new agenda.

Many of the above items will occur simultaneously. Certain items will have chronological priority over others, however for the most part agenda items will progress in unison throughout the initial 180-day period. As HBDC grows and evolves, we will recommend changes to the Agenda that compliment the growth. As the company continues to execute its strategic plan by signing new installation contracts and completing strategic acquisition, which will compliment its growth, we will target an expanded universe of brokers, analysts and portfolio/fund managers.

At each stage of growth, the appropriate approach to the market will be incorporated into the agenda for optimal results. A new formal Agenda will be created after the 180-day period, or earlier if necessary.

Assuming that HBDC's efforts are leading ultimately to success and greater profitability, the end results of this financial communication and awareness campaign should be:

*	An increase in the number of financial professionals (including brokers, institutions and analysts) and Individual investors well educated and knowledgeable about HBDC: including senior management, the company’s services, as well as its current financial condition and growth opportunities.
*	An increase in the number of articles printed in both trade and financial publications.
*	And increase in the liquidity of the common stock.
*	An increase in HBDC’s market capitalization coupled with a broader, more diverse shareholder base.
*	Easier access to the capital markets, if additional capital is required.

IV.

TERM

This agreement shall remain in effect for a period commencing on the signature date and terminating twelve months from signing date. At the six-month anniversary either party will have the option to terminate the agreement on 30 days notice. In the event that AA commits any material breach or violation of the provisions of this Agreement, then, the Client has the right to terminate this agreement any time during the contractual period and/or any extension periods after the initial contractual period.

105 South Bedford Road	Suite 313	Mount Kisco, NY 10549
P (914) 244-0062		F (914) 244-4458

V.	COMPENSATION

Regarding compensation, it is our intention to propose parameters that are mutually acceptable to both HBDC and AA in order to accomplish our collective mission. Based on a commitment of resources necessary to perform successfully on behalf of HBDC for a period of twelve (12) months, Alliance Advisors, LLC proposes the following compensation terms:

Cash and Equity

Monthly consulting and services fee of $8,300 payable upon execution of this Agreement and at the first of each month during the term of this Agreement.

Common Stock: One Hundred Thousand (100,000) common shares shall be delivered during the first thirty days of this Agreement. AA acknowledges that the New Shares have not been and will not be registered under the federal Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or any other jurisdiction, and that the New Shares will constitute “restricted securities” as defined in Rule 144 under the Securities Act (which Rule 144 permits sales after a 1-year restrictive term). The New Shares are for AA’s own account for investment and not for the interest of any other person and, except for subsequent sales as permitted under Rule 144 or other exceptions from registration; AA is not purchasing the New Shares for resale to others or with a view to or for sale in connection with any distribution thereof. AA is an “Accredited Investor” (as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act). AA will not resell or otherwise dispose of the New Shares or any interest therein at any time unless (i) an exemption from registration is available and, if FDWY requests, FDWY receives an opinion of counsel reasonably satisfactory to it that such exemption is available, or (ii) such securities are subsequently registered under the Securities Act and appropriate state securities laws. AA shall have piggyback registration rights in the event a registration statement is filed during the engagement period.

Expenses: Only expenses that would ordinarily be incurred by the Client will be billed back on a monthly basis. Applicable reimbursements would include: postage for investor packages or research reports (if our office provides fulfillment), fees for news wire services (if our office disseminates news releases), and fees for fax-broadcasting news releases. The Client shall provide AA all investor and broker due-diligence packages. Any packages requiring additional photocopying/printing will be billed back to the Client at cost (with no mark-up). Any extraordinary items, such as broker lunch presentations, air travel, hotel, ground transportation or media campaigns, etc. shall be paid by the Client, only with Client authorization prior to incurring any expenses. Any expenses over $500 within a calendar month shall be subject to pre-approval by the Company.

105 South Bedford Road	Suite 313	Mount Kisco, NY 10549
P (914) 244-0062		F (914) 244-4458

VI. Prior Restriction . AA represents and covenants to the Company that AA is not subject to, or bound by, any agreement which sets forth or contains a restrictive covenant, the existence or enforcement of which would in any way restrict or hinder AA from performing the services on behalf of the Company that AA is herein agreeing to perform.

VII. Assignment . This Agreement is personal to AA and may not be assigned in any way by AA without the prior written consent of the Company. Subject to the foregoing, the rights and obligations under this Agreement shall inure to the benefit of, and shall be binding upon, the heirs, legatees, successors and permitted assigns of AA and upon the successors and assigns of the Company.

VIII. Confidentiality . Except as required by law or court order, AA will keep confidential any trade secrets or confidential proprietary information of the Company which are now known to AA or which hereinafter may become known to AA and AA shall not at any time directly or indirectly disclose or permit to be disclosed any such information to any person, firm, or corporation or other entity, or use the same in any way other than in connection with the business of the Company. For purposes of this Agreement, “trade secrets or confidential proprietary information” means information unique to the Company, which has a business purpose and is not known or generally available to the public.

IX.

Default .

9.1. Except for a claim or controversy arising under Section 6 of this Agreement, any claim or controversy arising under any of the provisions of this Agreement shall, at the election of either party hereto, be determined by arbitration in New York in accordance with the rules of the American Arbitration Association. The decision of the Arbitrator shall be binding and conclusive upon the parties. Each party shall pay its own costs and expenses in any such arbitration and the costs of filing for the arbitration, and the fees of the arbitrator shall be shared equally by the parties.

9.2. In the event the AA commits any material violation of the provisions of this Agreement, as determined by the Company in good faith, the Company may, by injunctive action, compel AA to comply with, or restrain AA from violating, such provision, and, in addition, and not in the alternative, the Company shall be entitled to declare AA in default hereunder and to terminate this Agreement and any further payments hereunder.

9.3. Since AA must at all times rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and employees, the Company agrees to indemnify, hold harmless, and defend AA, its officers, agents, and employees at the Company’s expense, in any proceeding or suit which may arise out of and/or due to any inaccuracy or incompleteness of such material supplied by the Company to AA.

X. Severability and Reformation . If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable

105 South Bedford Road	Suite 313	Mount Kisco, NY 10549
P (914) 244-0062		F (914) 244-4458

provision were never a part hereof, and the remaining provisions shall remain in full force and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance.

XI. Notices . Any notices required by this Agreement shall (i) be made in writing by hand delivery, by certified mail, return receipt requested, with adequate postage prepaid, or by overnight courier delivery service for the next day delivery (ii) be deemed given when so delivered, two days after mailing, or the day following delivery to the overnight courier delivery service, and (iii) in the case of the Company, be mailed to its principal office at 2900 Gateway Drive, Pompano Beach, FL 33069 or in the case of AA, be mailed to 105 South Bedford Road, Suite 313, Mount Kisco, NY 10549.

XII.

Miscellaneous .

12.1. This Agreement may not be amended, except by a written instrument signed and delivered by the parties hereto.

12.2. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and all other agreements relating to the subject matter hereof are hereby superseded.

12.3. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties have executed, under seal this Consulting Agreement as of the day and year first above written.

AGREED:

By:	/s/		By:	/s/
	Alan Sheinwald, Principal			Scott Frohman, CEO
	Alliance Advisors, LLC			Health Benefits Direct Corporation


By:	/s/
	Matthew Hayden, Principal
	Alliance Advisors, LLC


Date:		December 1, 2005	Date:		December 1, 2005

105 South Bedford Road	Suite 313	Mount Kisco, NY 10549
P (914) 244-0062		F (914) 244-4458

Exhibit 10.9

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made and entered into as of this 12th day of January, 2006, by and between HEALTH BENEFITS DIRECT CORPORATION, a Delaware corporation with offices at 2900 Gateway Drive, Pompano Beach, Florida 33069 (the “ Corporation ”), and Alvin Clemens, an individual residing at 500 Huston Road, St. Davids, PA, 19087 (the “ Executive ”), under the following circumstances:

RECITALS:

A. The Corporation desires to secure the services of the Executive upon the terms and conditions hereinafter set forth; and

B. The Executive desires to render services to the Corporation upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties mutually agree as follows:

1. Employment. The Corporation hereby employs the Executive and the Executive hereby accepts employment as an executive of the Corporation, subject to the terms and conditions set forth in this Agreement.

2. Duties. The Executive shall serve as the Executive Chairman of the Board of Directors of the Corporation, an executive officer position, with such duties, responsibilities and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Board of Directors of the Corporation and as specifically set forth on Exhibit A hereto. The Executive shall report directly to the Board of Directors of the Corporation. During the term of this Agreement, the Executive shall devote his full business time and efforts to the performance of his duties hereunder unless otherwise authorized by the Board of Directors. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Executive for the making of passive personal investments, the conduct of private business affairs and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate the restrictive covenants set forth in Section 9 below.

3. Term of Employment. The term of the Executive’s employment hereunder, unless sooner terminated as provided herein (the “ Initial Term ”), shall be for a period of two (2) years commencing on the date hereof (the “ Commencement Date ”). The term of this Agreement shall automatically be extended for additional terms of one year each (each a “ Renewal Term ”) unless either party gives prior written notice of non-renewal to the other party no later than sixty (60) days prior to the expiration of the Initial Term (“ Non-Renewal Notice ”), or the then current Renewal Term, as the case may be. For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter collectively referred to as the “ Term .”

4.	Compensation of Executive .

(a) The Corporation shall pay the Executive as compensation for his services hereunder, in equal semi-monthly or bi-weekly installments during the Term, the sum of Two Hundred and Seventy-Five Thousand Dollars ($275,000) per annum (the “ Base Salary ”), less such deductions as shall be required to be withheld by applicable law and regulations. The Corporation shall review the Base Salary on an annual basis and has the right but not the obligation to increase it, but has no right to decrease the Base Salary.

(b) In addition to the Base Salary set forth in Section 4(a) above, the Executive shall be entitled to such bonus compensation (in cash, capital stock or other property) as a majority of the members of the Board of Directors of the Corporation may determine from time to time in their sole discretion.

(c) The Corporation shall pay or reimburse the Executive for all reasonable out-of-pocket expenses actually incurred or paid by the Executive in the course of his employment, consistent with the Corporation’s policy for reimbursement of expenses from time to time.

(d) The Executive shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans as the Corporation provides to its senior executives (the “ Benefit Plans ”).

5.	Termination.

(a) This Agreement and the Executive’s employment hereunder shall terminate upon the happening of any of the following events:

(i) upon the Executive’s death;

(ii) upon the Executive’s “Total Disability” (as herein defined);

(iii) upon the expiration of the Initial Term of this Agreement or any Renewal Term thereof, if either party has provided a timely notice of non-renewal in accordance with Section 3, above;

(iv) at the Corporation’s option, upon sixty (60) days prior written notice to the Executive if without cause;

(v) at the Executive’s option, upon thirty (30) days prior written notice to the Corporation;

(vi) at the Executive’s option, in the event of an act by the Corporation, defined in Section 5(c), below, as constituting “Good Reason” for termination by the Executive; and

(vii) at the Corporation’s option, in the event of an act by the Executive, defined in Section 5(d), below, as constituting “Cause” for termination by the Corporation.

(b) For purposes of this Agreement, the Executive shall be deemed to be suffering from a “ Total Disability ” if the Executive has failed to perform his regular and customary duties to the Corporation for a period of 180 days out of any 360-day period and if before the Executive has become “Rehabilitated” (as herein defined) a majority of the members of the Board of Directors of the Corporation, exclusive of the Executive, vote to determine that the Executive is mentally or physically incapable or unable to continue to perform such regular and customary duties of employment. As used herein, the term “ Rehabilitated ” shall mean such time as the Executive is willing, able and commences to devote his time and energies to the affairs of the Corporation to the extent and in the manner that he did so prior to his Disability.

(c) For purposes of this Agreement, the term “ Good Reason ” shall mean that the Executive has resigned due to the failure of the Corporation to meet any of its obligations to the Executive under this or any other agreement between the Corporation and the Executive, including, without limitation, the failure to permit the Executive to exercise his authority with respect to the matters delegated to Executive in Exhibit A hereto, and failure to cure the same within thirty (30) days following Executive’s delivery of notice specifying the breach(es) by the Corporation.

(d) For purposes of this Agreement, the term “ Cause ” shall mean material, gross and willful misconduct on the part of the Executive in connection with his employment duties hereunder or commission of a felony or act of dishonesty resulting in material harm to the Corporation by the Executive.

6.	Effects of Termination .

(a) Upon termination of the Executive’s employment pursuant to Section 5(a)(i), the Executive’s estate or beneficiaries shall be entitled to the following severance benefits: (i) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of one (1) year following the Executive’s death of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives.

(b) Upon termination of the Executive’s employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) thirty-six (36) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Corporation’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said thirty-six (36) month period of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iii) payment on a prorated basis of any bonus or other payments earned in connection with the Corporation’s then-existing bonus plan in place at the time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained for his benefit.

(c) Upon termination of the Executive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Executive’s employment for an additional one (1) year period and the Executive chooses not to continue in the employ of the Corporation, the Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time. In the event the Corporation tenders Non-Renewal Notice to the Executive, then the Executive shall be entitled to the same severance benefits as if the Executive’s employment were terminated pursuant to Section 5(a)(iv) or Section 5(a)(vi); provided , however , if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Executive’s employment was terminated due to Section 5(a)(v) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”

(d) Upon termination of the Executive’s employment pursuant to Section 5(a)(iv) or (vi), the Executive shall be entitled to the following severance benefits: (i) twelve (12) months’ Base Salary at the then current rate, to be paid upon the date of termination of employment in monthly installments, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iii) payment on a prorated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination of employment.

(e) Upon termination of the Executive’s employment pursuant to Section 5(a)(v) or (vii), the Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes; and (ii) continued provision, for a period of one (1) month after the date of the Executive’s termination of employment, of benefits under Benefit Plans extended to the Executive at the time of termination.

(f) The Executive shall be obligated to seek other employment in order to mitigate his damages resulting from his discharge pursuant to Sections 5(a)(iv), (v), (vi) or (vii), provided that such employment need not be taken at a level below chief operating officer of a subsequent company. Any payments required to be made hereunder by the Corporation to the Executive shall continue to the Executive’s beneficiaries in the event of his death until paid in full.

7. Vacations. The Executive shall be entitled to a vacation of four (4) weeks per year, during which period his salary shall be paid in full. The Executive shall take his vacation at such time or times as the Executive and the Corporation shall determine is mutually convenient. Any vacation not taken in one (1) year shall not accrue, provided that if vacation is not taken due to the Corporation’s business necessities, up to two (2) weeks’ vacation may carry over to the subsequent year.

8. Disclosure of Confidential Information. The Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, including but not limited to, its products, formulae, patents, sources of

supply, customer dealings, data, know-how and business plans, provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by the Executive during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, known to the Executive prior to November 23, 2005, or disclosed to the Executive by a third party not restricted from doing so. The provisions of this Section 8 shall survive the Executive’s employment hereunder except in the event of a termination of this Agreement pursuant to Section 5(a)(iv) or (vi), hereof, or as detailed in the provision above. All references to the Corporation in Section 8 and Section 9 hereof shall include any subsidiary of the Corporation.

9.	Covenant Not To Compete or Solicit.

(a) The Executive recognizes that the services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Corporation that the Executive agree, and accordingly, the Executive does hereby agree, that he shall not, directly or indirectly, at any time during the “Restricted Period” within the “Restricted Area” (as those terms are defined in Section 9(e) below):

(i) except as provided in Subsection (c) below, engage directly in the operation of an online insurance marketplace , either on his own behalf or as an officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer of any third party (for the absence of doubt, notwithstanding anything herein to the contrary, Executive shall not be restricted from participating or from engaging in, as officer, director, stockholder, partner, consultant, associate, employee, owner, agent, creditor, independent contractor, or co-venturer, any business that is a licensed insurance company, provided that if such licensed insurance company maintains or operates an online insurance marketplace, Executive may not be assigned to such online insurance marketplace as his primary functional area of responsibility); or

(ii) solicit to employ or engage, for or on behalf of himself or any third party, any employee or agent of the Corporation, other than Anthony Verdi.

(b) The Executive hereby agrees that he will not, directly or indirectly, for or on behalf of himself or any third party, at any time during the Term and during the Restricted Period, solicit any customers of the Corporation with respect to products competitive with products then being sold by the Corporation.

(c) If any of the restrictions contained in this Section 9 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration,

geographical scope, or other provisions hereof, and in its reduced form this Section shall then be enforceable in the manner contemplated hereby.

(d) This Section 9 shall not be construed to prevent the Executive from owning, directly or indirectly, in the aggregate, an amount not exceeding five percent (5%) of the issued and outstanding voting securities of any class of any corporation whose voting capital stock is traded or listed on a national securities exchange or in the over-the-counter market.

(e) The term “ Restricted Period ,” as used in this Section 9, shall mean the period of the Executive’s actual employment hereunder, plus twelve (12) months after the date the Executive is actually no longer employed by the Corporation. The term “ Restricted Area ” as used in this Section 9 shall mean the continental United States.

(f) The provisions of this Section 9 shall survive the termination of the Executive’s employment hereunder and until the end of the Restricted Period as provided in Section 9(e) hereof except in the event that this Agreement is terminated pursuant to Section 5(a)(iv) or (vi), hereof, in which case such provisions shall not survive termination of this Agreement. In no event shall the terms of Section 9 be enforceable, should the Corporation be in default of any of its obligations to the Executive at the time of his termination of employment by the Corporation.

10.	Miscellaneous.

(a) The Executive acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, the Executive agrees that any breach or threatened breach by him of Sections 8 or 9 of this Agreement shall entitle the Corporation, in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the Executive hereinabove shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Corporation seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that the Corporation may have at law or in equity.

(b) Neither the Executive nor the Corporation may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided however that the Corporation shall have the right to delegate its obligation of payment of all sums due to the Executive hereunder, provided that such delegation shall not relieve the Corporation of any of its obligations hereunder.

(c) This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Executive’s employment by the

Corporation, supersedes all prior understandings and agreements, whether oral or written, between the Executive and the Corporation, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. The invalidity or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

(d) This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.

(e) The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by private overnight mail service (e.g. Federal Express) to the party at the address set forth above or to such other address as either party may hereafter give notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after sending.

(g) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to such State’s conflicts of laws provisions and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of Delaware.

(h) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.

CORPORATION:		EXECUTIVE:

HEALTH BENEFITS DIRECT CORPORATION		ALVIN CLEMENS


By:	/s/ Scott Frohman	/s/ Alvin Clemens
Name:	Scott Frohman
Title:	Chief Executive Officer

Exhibit A

Executive shall be responsible to manage the following areas of the business, subject to separate approval of any material transactions or expenditures (other than transactions and expenditures approved by the Board of Directors and authorized pursuant to management budgets and forecasts submitted by management and the various operating companies as to which Executive shall not have separate authority or discretion). For purposes hereof, a material transaction or expenditure shall include transactions with a cost to the company in excess of $100,000 individually or in the aggregate, or related costs in excess of $100,000 over a consecutive twelve month period, which shall require Board approval (other than routine ordinary course expenditures, such as commissions, incurred).

Discussions, negotiations, preparation of term sheets, proposals, and other documentation relating to any of the following:

1.	Acquisitions;
2.	Mergers;
3.	Agreements with or for re-insurance and related agreements;
4.	Primary carrier agreements;
5.	Strategic alliances of any nature;
6.	Commercial banking relationships;
7.	Investment banking relationships, including any relationship with finders or other contact persons engaged in investigating or providing capital;
8.	Investor Relations;
9.	Long-range strategic planning;
10.	Holding company short-term investments, cash management, and financial review; and
11.	Duties associated with responsibilities as Chairman of the Board of Directors.

These duties may be increased or changes only with the express written authority of the Executive and the Board of Directors, or its express designee.

Exhibit 99.1

Press Release

Health Benefits Direct Corporation Closes $14.7 Million Financing

Industry Pioneer Alvin Clemens Signs Employment Agreement to Be

Executive Chairman of the Board of Directors

Warren V. (Pete) Musser Named Vice-Chairman of the Board of Directors

POMPANO BEACH, Fla., Jan. 12 -- Health Benefits Direct Corporation (OTC Bulletin Board: HBDT - News; “HBDT”), a leading provider of direct marketing health and life insurance products, primarily utilizing the Internet, today announced that it closed on $14.7 million of equity financing through the sale of common stock and warrants. The proceeds of the financing will be used to fund growth, debt repayment, acquisitions, and general working capital. The total amount raised includes the $4.5 million that HBDT previously announced on December 13, 2005. Units comprised of 50,000 shares of common stock and warrants to purchase 25,000 shares of stock were sold for $50,000. The financing was oversubscribed.

In addition, HBDT announced that Alvin Clemens was appointed Executive Chairman of the Board, an executive officer position. Mr. Clemens brings over forty-five years of insurance experience and expertise as an entrepreneur and senior executive. Among his many accomplishments, Mr. Clemens was founder, Chairman and CEO of Academy Insurance Group from 1970 to 1985. Academy was a pioneer of direct mass marketing of life and health insurance products and in the early 1970’s began selling supplemental health insurance directly over television using celebrities. Academy was also a leader in writing new ordinary (cash value) life insurance products using mass marketing techniques and reached a market capitalization of approximately $500 million. Mr. Clemens also served as Chairman and CEO of Provident American Corporation from 1989-2001. While at Provident, Mr. Clemens founded HealthAxis as a subsidiary of Provident. Provident was a pioneer in utilizing the Internet to make direct sales to insurance customers. Provident grew to a market capitalization of approximately $2 billion. Mr. Clemens has successfully raised capital and negotiated significant agreements with insurance companies and Web portals such as AOL and Lycos to build a substantial Internet marketing organization. Mr. Clemens is a former member of the Board of Directors of the Pennsylvania Insurance Federation. In 1995, Pennsylvania Governor Tom Ridge appointed Mr. Clemens to the Banking and Insurance Transition Team.

HBDT also announced the appointment of Warren V. (Pete) Musser to the Board of Directors as Vice Chairman. Mr. Musser was the founder of Safeguard Scientifics, Inc. (NYSE: SFE - News). His entrepreneurial career has spanned over five decades of working to bring shareholder value to over 200 private and public companies. Mr. Musser has paved the way to success for many companies by offering them guidance, capital and support. In addition to founding Safeguard Scientifics, Inc., Mr. Musser facilitated the formation of many of today’s top Fortune companies, including Comcast, QVC and Novell. He currently serves as Chairman and Co-Chief Executive Officer of Epitome Systems, Inc., Chairman of Telkonet, Inc. (Nasdaq: TKO

- News), and is a member of the board of directors of Internet Capital Group, NutriSystem, Inc., Zenta Group, Inc., Advantage Entertainment Centeres, Inc. and Health Advocate, Inc. He was also the co-founder of the Eastern Technology Council.

Mr. Clemens commented, “This equity investment represents an important milestone in HBDT’s expansion and provides us the capital necessary to execute our strategic business plan. We are extremely pleased to see that our Company has received such a vote of confidence by investors who acknowledge and trust our extensive knowledge of the insurance industry and ability to deliver a sophisticated, online platform to bring consumers and insurance companies together. HBDT’s state-of-the-art technology can minimize the response times necessary to secure the client’s business and was developed by Charles Eissa, the Company’s Chief Operating Officer. The financing we received should enable us to continue to grow organically and consider strategic acquisitions.”

Mr. Scott Frohman, CEO of HBDT, commented, “We are extremely pleased that executives with Al and Pete’s experience, as well as their entrepreneurial drive, will serve on the Board of Health Benefits Direct. We are also thrilled to have someone with Al’s extensive insurance background take a lead operating role at HBDT. We feel we are well positioned to grow HBDT. We are working to introduce additional insurance products, increase the number of insurance company relationships and states in which we offer coverage, and extend our presence through Internet portals, financial institutions, websites, and other online methods.”

About Health Benefits Direct Corporation

Health Benefits Direct Corporation (OTC Bulletin Board: HBDT - News) operates an online insurance marketplace that enables consumers to shop online for individual health and life insurance and obtain insurance company-sponsored quotes for such coverage from licensed agents/employees. HBDT is seeking to expand its ownership and operation of Internet-based insurance marketing companies, internally and through acquisitions.

Safe Harbor Statement

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The Statements that are not historical facts contained in this press release are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the Company’s filings with the Securities and Exchange Commission.