Exhibit 10.1

INDEMNITY AGREEMENT

This Indemnity Agreement, dated as of __________, 199___ is made by and between InsWeb Corporation, a Delaware corporation (the "Company"), and ____________________ (the "Indemnitee").

RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or agents of corporations unless they are protected by comprehensive liability insurance or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors, officers and other agents;

B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting, and therefore fail to provide such directors, officers and agents with adequate, reliable knowledge of legal risks to which they are exposed or information regarding the proper course of action to take;

C. Plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the personal resources of directors, officers and other agents;

D. The Company believes that it is unfair for its directors, officers and agents and the directors, officers and agents of its subsidiaries to assume the risk of huge judgments and other expenses which may occur in cases in which the director, officer or agent received no personal profit and in cases where the director, officer or agent was not culpable;

E. The Company recognizes that the issues in controversy in litigation against a director, officer or agent of a corporation such as the Company or its subsidiaries are often related to the knowledge, motives and intent of such director, officer or agent, that he is usually the only witness with knowledge of the essential facts and exculpating circumstances regarding such matters, and that the long period of time which usually elapses before the trial or other disposition of such litigation often extends beyond the time that the director, officer or agent can reasonably recall such matters; and may extend beyond the normal time for retirement for such director, officer or agent with the result that he, after retirement or in the event of his death, his spouse, heirs, executors or administrators, may be faced with limited ability and undue hardship in maintaining an adequate defense, which may discourage such a director, officer or agent from serving in that position;

F. Based upon their experience as business managers, the Board of Directors of the Company (the "Board") has concluded that, to retain and attract talented and experienced individuals to serve as directors, officers and agents of the Company and its subsidiaries and to encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries, it is necessary for the Company to contractually indemnify its directors, officers and agents and the directors, officers and agents of its subsidiaries, and to assume for itself maximum liability for expenses and damages in connection with claims against such directors, officers and agents in connection with their service to the Company and its subsidiaries, and has further concluded that the failure to provide such contractual indemnification could result in great harm to the Company and its subsidiaries and the Company's stockholders;

G. Section 145 of the General Corporation Law of Delaware, under which the Company is organized ("Section 145"), empowers the Company to indemnify its directors, officers, employees and agents by agreement and to indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive;

H. The Company desires and has requested the Indemnitee to serve or continue to serve as a director, officer or agent of the Company and/or one or more subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services to the Company and/or one or more subsidiaries of the Company; and

I. Indemnitee is willing to serve, or to continue to serve, the Company and/or one or more subsidiaries of the Company, provided that he is furnished the indemnity provided for herein.

AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) AGENT. For purposes of this Agreement, "agent" of the Company means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company; or was a director, officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent the interests of such predecessor corporation.

(b) EXPENSES. For purposes of this Agreement, "expenses" include all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys' fees and related disbursements, other out-of-pocket costs and reasonable compensation for time spent by the Indemnitee for which he is not otherwise compensated by the Company or any third party) actually and reasonably incurred by the Indemnitee in connection with either the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement or Section 145 or otherwise; provided, however, that "expenses" shall not include any judgments, fines, ERISA excise taxes or penalties, or amounts paid in settlement of a proceeding.

(c) PROCEEDING. For purposes of this Agreement, "proceeding" means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal, administrative, or investigative.

(d) SUBSIDIARY. For purposes of this Agreement, "subsidiary" means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more other subsidiaries.

2. AGREEMENT TO SERVE. The Indemnitee agrees to serve and/or continue to serve as agent of the Company, at its will (or under separate agreement, if such agreement exists), in the capacity Indemnitee currently serves as an agent of the Company, so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary of the Company or until such time as he tenders his resignation in writing; provided, however, that nothing contained in this Agreement is intended to create any right to continued employment by Indemnitee.

3. LIABILITY INSURANCE.

(a) MAINTENANCE OF D&O INSURANCE. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that the Indemnitee was an agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers.

(b) RIGHTS AND BENEFITS. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's directors, if the Indemnitee is a director; or of the Company's officers, if the Indemnitee is not a director of the Company but is an officer; or of the Company's key employees, if the Indemnitee is not a director or officer but is a key employee.

(c) LIMITATION ON REQUIRED MAINTENANCE OF D&O INSURANCE. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company.

4. MANDATORY INDEMNIFICATION. Subject to Section 9 below, the Company shall indemnify the Indemnitee as follows:

(a) SUCCESSFUL DEFENSE. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding
(including, without limitation, an action by or in the right of the Company) to which the Indemnitee was a party by reason of the fact that he is or was an Agent of the Company at any time, against all expenses of any type whatsoever actually and reasonably incurred by him in connection with the investigation, defense or appeal of such proceeding.

(b) THIRD PARTY ACTIONS. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify the Indemnitee against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

(c) DERIVATIVE ACTIONS. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in the right of the Company by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred by him in connection with the investigation, defense, or appeal of such proceeding, provided the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders. The Company shall indemnify the Indemnitee against judgments, fines, and ERISA excise taxes and penalties to the same extent and subject to the same conditions as described in the immediately preceding sentence. Notwithstanding the foregoing, no indemnification under this subsection 4(c) shall be made in respect to any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper.

(d) ACTIONS WHERE INDEMNITEE IS DECEASED. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity, and if prior to, during the pendency of, or after completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify the Indemnitee's heirs, executors and administrators against any and all expenses and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and reasonably incurred to the extent Indemnitee would have been entitled to indemnification pursuant to Sections 4(a), 4(b), or 4(c) above were Indemnitee still alive.

(e) LIMITATIONS. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) for which payment is actually made to Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under a valid and enforceable indemnity clause, by-law or agreement.

5. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled, however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such total amount except as to the portion hereof to which the Indemnitee is not entitled.

6. MANDATORY ADVANCEMENT OF EXPENSES. Subject to Section 8(a) below, the Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company.

7. NOTICE AND OTHER INDEMNIFICATION PROCEDURES.

(a) Promptly after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.

(b) If, at the time of the receipt of a notice of the commencement of a proceeding pursuant to Section 7(a) hereof, the Company has D&O Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter

take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event the Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ his counsel in any such proceeding at the Indemnitee's expense; and (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of any such defense of
(C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, the fees and expenses of Indemnitee's counsel shall be at the expense of the Company.

8. EXCEPTIONS. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:

(a) CLAIMS INITIATED BY INDEMNITEE. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section 145.

(b) LACK OF GOOD FAITH. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or

(c) UNAUTHORIZED SETTLEMENTS. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a proceeding unless the Company consents to such settlement, which consent shall not be unreasonably withheld.

9. NON-EXCLUSIVITY. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any other rights which the Indemnitee may have under any provision of law, the Company's Certificate of Incorporation or Bylaws, the vote of the Company's stockholders or disinterested directors, other agreements, or otherwise, both as to action in his official capacity and to action in another capacity while occupying his position as an agent of the Company, and the Indemnitee's rights hereunder shall

continue after the Indemnitee has ceased acting as an agent of the Company and shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.

10. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses pursuant to Section 6 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4 and 8 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.

11. SUBROGATION. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

12. SURVIVAL OF RIGHTS.

(a) All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an agent of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Indemnitee was serving in the capacity referred to herein.

(b) The Company shall require any successor to the Company
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

13. INTERPRETATION OF AGREEMENT. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee to the fullest extent permitted by law including those circumstances in which indemnification would otherwise be discretionary.

14. SEVERABILITY. If any provision of provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and
(ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to
Section 13 hereof.

15. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. NOTICE. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee or (ii) if mailed by certified or registered mail with postage prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

17. GOVERNING LAW. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware.

18. CONSENT TO JURISDICTION. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.

The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.

COMPANY:

INSWEB CORPORATION

Address: 901 Marshall Street Redwood City, California 94063

INDEMNITEE:

Exhibit 10.2

INSWEB CORPORATION
1997 STOCK OPTION PLAN
(AS AMENDED THROUGH JULY __, 1999)

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.

1.1 ESTABLISHMENT. The InsWeb Corporation 1997 Stock Option Plan (the "PLAN") is hereby established effective as of July 1, 1997 (the "EFFECTIVE DATE").

1.2 PURPOSE. The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group.

1.3 TERM OF PLAN. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed. However, all Options shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company.

2. DEFINITIONS AND CONSTRUCTION.

2.1 DEFINITIONS. Whenever used herein, the following terms shall have their respective meanings set forth below:

(a) "BOARD" means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, "BOARD" also means such Committee(s).

(b) "CODE" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(c) "COMMITTEE" means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.

(d) "COMPANY" means InsWeb Corporation, a Delaware corporation, or any successor corporation thereto.

(e) "CONSULTANT" means any person, including an advisor, engaged by a Participating Company to render services other than as an Employee or a Director.

(f) "DIRECTOR" means a member of the Board or of the board of directors of any other Participating Company.

(g) "DISABILITY" means the permanent and total disability of the Optionee within the meaning of Section 22(e)(3) of the Code.

(h) "EMPLOYEE" means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of
Section 422 of the Code; provided, however, that neither service as a Director nor payment of a director's fee shall be sufficient to constitute employment for purposes of the Plan.

(i) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(j) "FAIR MARKET VALUE" means, as of any date, the value of a share of Stock or other property as determined by the Board, in its sole discretion, or by the Company, in its sole discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, there is a public market for the Stock, the Fair Market Value of a share of Stock shall be the closing sale price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, the Nasdaq Small-Cap Market or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in the WALL STREET JOURNAL or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its sole discretion.

(ii) If, on such date, there is no public market for the Stock, the Fair Market Value of a share of Stock shall be as determined by the Board without regard to any restriction other than a restriction which, by its terms, will never lapse.

(k) "INCENTIVE STOCK OPTION" means an Option intended to be (as set forth in the Option Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.

(l) "INSIDER" means an officer or a Director of the Company or any other person whose transactions in Stock are subject to
Section 16 of the Exchange Act.

(m) "NONEMPLOYEE DIRECTOR" means a Director of the Company who is not an Employee.

(n) "NONEMPLOYEE DIRECTOR OPTION" means a right to purchase Stock (subject to adjustment as provided in Section 4.2) granted to a Nonemployee Director pursuant to the terms and conditions of the Plan. Nonemployee Director Options shall be Nonstatutory Stock Options.

(o) "NONSTATUTORY STOCK OPTION" means an Option not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option.

(p) "OPTION" means a right to purchase Stock (subject to adjustment as provided in Section 4.2) pursuant to the terms and conditions of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.

(q) "OPTION AGREEMENT" means a written agreement between the Company and an Optionee setting forth the terms, conditions and restrictions of the Option granted to the Optionee and any shares acquired upon the exercise thereof.

(r) "OPTIONEE" means a person who has been granted one or more Options.

(s) "PARENT CORPORATION" means any present or future "parent corporation" of the Company, as defined in Section 424(e) of the Code.

(t) "PARTICIPATING COMPANY" means the Company or any Parent Corporation or Subsidiary Corporation.

(u) "PARTICIPATING COMPANY GROUP" means, at any point in time, all corporations collectively which are then Participating Companies.

(v) "RULE 16b-3" means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.

(w) "SECURITIES ACT" means the Securities Act of 1933, as amended.

(x) "SERVICE" means an Optionee's employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. The Optionee's Service shall not be deemed to have terminated merely because of a change in the Participating Company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee's Service. Furthermore, an Optionee's Service with the Participating Company Group shall not be deemed to have terminated if the Optionee takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Optionee's Service shall be deemed to have terminated unless the Optionee's right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company

or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Optionee's Option Agreement. The Optionee's Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Optionee performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its sole discretion, shall determine whether the Optionee's Service has terminated and the effective date of such termination.

(y) "STOCK" means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2.

(z) "SUBSIDIARY CORPORATION" means any present or future "subsidiary corporation" of the Company, as defined in Section 424(f) of the Code.

(aa) "TEN PERCENT OWNER OPTIONEE" means an Optionee who, at the time an Option is granted to the Optionee, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code.

2.2 CONSTRUCTION. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term "or" is not intended to be exclusive, unless the context clearly requires otherwise.

3. ADMINISTRATION.

3.1 ADMINISTRATION BY THE BOARD. The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option. Any officer of a Participating Company appointed by the Board shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein.

3.2 ADMINISTRATION WITH RESPECT TO INSIDERS. With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

3.3 POWERS OF THE BOARD. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its sole discretion:

(a) to determine the persons to whom, and the time or times at which, Options shall be granted and the number of shares of Stock to be subject to each Option;

(b) to designate Options as Incentive Stock Options or Nonstatutory Stock Options;

(c) to determine the Fair Market Value of shares of Stock or other property;

(d) to determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the Option, (ii) the method of payment for shares purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the exercisability of the Option or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee's termination of Service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Option or such shares not inconsistent with the terms of the Plan;

(e) to approve one or more forms of Option Agreement;

(f) to amend, modify, extend, cancel, renew, reprice or otherwise adjust the exercise price of, or grant a new Option in substitution for, any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise thereof;

(g) to accelerate, continue, extend or defer the exercisability of any Option or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following an Optionee's termination of Service with the Participating Company Group;

(h) to delegate to any proper officer of the Company the authority to grant one or more Options, without further approval of the Board, to any person eligible pursuant to Section 5, other than a person who, at the time of such grant, is an Insider; provided, however, that (i) such Options shall be granted in accordance with the terms of compensation policy guidelines established from time to time by the Board and (ii) each such Option shall be subject to the terms and conditions of the appropriate standard form of Option Agreement approved by the Board and shall conform to the provisions of the Plan;

(i) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and

(j) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take

such other actions with respect to the Plan or any Option as the Board may deem advisable to the extent consistent with the Plan and applicable law.

4. SHARES SUBJECT TO PLAN.

4.1 MAXIMUM NUMBER OF SHARES ISSUABLE.

(a) Subject to adjustment as provided by subsections (b) through (e) of this Section 4.1 and by Section 4.2 below, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be five million four hundred thirty-four thousand three hundred sixty (5,434,360) authorized but unissued or reacquired shares of Stock or any combination thereof.

(b) The maximum aggregate number of shares of Stock that may be issued under the Plan determined in accordance with subsection (a) above shall be cumulatively increased (the "ANNUAL INCREASE") on each January 1 from and including January 1, 1999 by a number of shares equal to five percent (5%) of the number of shares of Stock issued and outstanding as of the December 31 immediately preceding such January 1.(1)

(c) The maximum aggregate number of shares of Stock that may be issued under the Plan determined in accordance with subsections (a) and (b) above shall be reduced at any time by the sum of:

(i) the cumulative number of shares of Stock issued as of such time upon the exercise of options granted pursuant to the InsWeb Corporation Senior Executive Nonstatutory Stock Option Plan (the
"EXECUTIVE PLAN");

(ii) the aggregate number of shares of Stock then subject to options outstanding pursuant to the Executive Plan; and

(iii) the aggregate number of shares of Stock then available for the grant of options pursuant to the Executive Plan;

(d) If an outstanding Option for any reason expires or is terminated or canceled or if shares of Stock are acquired upon the exercise of an Option subject to a Company repurchase option and are repurchased by the Company at the Optionee's exercise price, the shares of Stock allocable to the unexercised portion of such Option, or such repurchased shares of Stock, shall again be available for issuance under the Plan. Furthermore, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be increased by:

(i) the number of shares of Stock surrendered or attested (as provided in Section 6.3) to the Company in payment of the exercise price of Options; and

(ii) the number of shares of Stock withheld upon the exercise of Options in payment of an Optionee's tax withholding obligations.

(e) Notwithstanding the provisions of subsections (a) through (d) of this Section 4.1, except as adjusted pursuant to Section 4.2, the maximum aggregate number of shares of Stock that may be issued pursuant to the Plan upon the exercise of Incentive Stock Options (the "ISO SHARE ISSUANCE LIMIT") shall not exceed 5,434,360, cumulatively increased on each January 1 from and including January 1, 1999 by that portion of the Annual Increase effective on such date which does not exceed 1,050,000 shares.(2)

4.2 ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event of any stock dividend, stock split, reverse stock split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Options, in the ISO Share Issuance Limit set forth in Section 4.1, to the automatic Nonemployee Director Option grant provisions set forth in Section 7.1 and in the exercise price per share of any outstanding Options. If a majority of the shares which are of the same class as the shares that are subject to outstanding Options are exchanged for, converted into, or otherwise become (whether or not pursuant to an Ownership Change Event, as defined in Section 9.1) shares of another corporation (the "NEW SHARES"), the Board may unilaterally amend the outstanding Options to provide that such Options are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise price per share of, the outstanding Options shall be adjusted in a fair and equitable manner as determined by the Board, in its sole discretion. Notwithstanding the foregoing, any fractional share resulting from an adjustment pursuant to this
Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise price of any Option be decreased to an amount less than the par value, if any, of the stock subject to the Option. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and conclusive.

Notwithstanding the foregoing provisions of Section 4.1, at any such time as the offer and sale of securities pursuant to the Plan is subject to compliance with Section 260.140.45 of Title 10 of the California Code of Regulations ("SECTION 260.140.45"), the total number of shares of Stock issuable upon the exercise of all outstanding Options (together with options outstanding under any other stock option plan of the Company) and the total number of shares provided for under any stock bonus or similar plan of the Company shall not exceed thirty percent (30%) (or such other higher percentage limitation as may be approved by the stockholders of the Company pursuant to Section 260.140.45) of the then outstanding shares of the Company as calculated in accordance with the conditions and exclusions of Section 260.140.45.

5. ELIGIBILITY AND OPTION LIMITATIONS.

5.1 PERSONS ELIGIBLE FOR OPTIONS. Options may be granted only to Employees, Consultants, and Directors. For purposes of the foregoing sentence, "EMPLOYEES," "CONSULTANTS" and "DIRECTORS" shall include prospective Employees, prospective Consultants and prospective Directors to whom Options are granted in connection with written offers of an employment or other service relationship with the Participating Company Group. Eligible persons may be granted more than one (1) Option.

5.2 OPTION GRANT RESTRICTIONS. Any person who is not an Employee on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee shall be deemed granted effective on the date such person commences service with a Participating Company, with an exercise price determined as of such date in accordance with Section 6.1. A Nonemployee Director Option may be granted only to a person who at the time of grant is a Nonemployee Director.

5.3 FAIR MARKET VALUE LIMITATION. To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by an Optionee for the first time during any calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section 5.3, the Optionee may designate which portion of such Option the Optionee is exercising. In the absence of such designation, the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Separate certificates representing each such portion shall be issued upon the exercise of the Option.

6. TERMS AND CONDITIONS OF OPTIONS.

Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any of the terms of the Plan by reference and, except as otherwise set forth in Section 7 with respect to Nonemployee Director Options, shall comply with and be subject to the following terms and conditions:

6.1 EXERCISE PRICE. The exercise price for each Option shall be established in the sole discretion of the Board; provided, however, that
(a) the exercise price per share for an Incentive Stock Option shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option, (b) the exercise price per share for a Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option, and (c) no Incentive Stock Option(3) granted to a Ten Percent Owner Optionee shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

6.2 EXERCISE PERIOD. Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria, and restrictions as shall be determined by the Board and set forth in the Option Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner Optionee shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service with a Participating Company. Subject to the foregoing, unless otherwise specified by the Board in the grant of an Option, any Option granted hereunder shall have a term of ten (10) years from the effective date of grant of the Option.(4)

6.3 PAYMENT OF EXERCISE PRICE.

(a) FORMS OF CONSIDERATION AUTHORIZED. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the exercise price, (iii) by the assignment of

(4) As amended by the Board on August 24, 1998 effective as of the effective date of the Company's registration of Stock under Section 12 of the Exchange Act. Prior to such date, the first sentence of Section 6.2 will contain a clause (d) reading as follows: "with the exception of an Option granted to an officer, Director or Consultant, no Option shall become exercisable at a rate less than twenty percent (20%) per year over a period of five (5) years from the effective date of grant of such Option, subject to the Optionee's continued Service."

the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a "CASHLESS EXERCISE"), (iv) provided that the Optionee is an Employee, by cash for a portion of the aggregate exercise price not less than the par value of the shares being acquired and the Optionee's promissory note in a form approved by the Company for the balance of the aggregate exercise price, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (vi) by any combination thereof. The Board may at any time or from time to time, by adoption of or by amendment to the standard forms of Option Agreement described in Section 8, or by other means, grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

(b) TENDER OF STOCK. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company's stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company.

(c) CASHLESS EXERCISE. The Company reserves, at any and all times, the right, in the Company's sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise.

(d) PAYMENT BY PROMISSORY NOTE. No promissory note shall be permitted if the exercise of an Option using a promissory note would be a violation of any law. Any permitted promissory note shall be on such terms as the Board shall determine at the time the Option is granted. The Board shall have the authority to permit or require the Optionee to secure any promissory note used to exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company. Unless otherwise provided by the Board, if the Company at any time is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection with the Company's securities, any promissory note shall comply with such applicable regulations, and the Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary to comply with such applicable regulations.

6.4 TAX WITHHOLDING. The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such Option or the shares acquired upon the exercise thereof. Alternatively or in addition, in its sole discretion, the Company shall have the right to require the Optionee, through

payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Participating Company Group arising in connection with the Option or the shares acquired upon the exercise thereof. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to the Option Agreement until the Participating Company Group's tax withholding obligations have been satisfied by the Optionee.

6.5 REPURCHASE RIGHTS. Shares issued under the Plan may be subject to a right of first refusal, one or more repurchase options, or other conditions and restrictions as determined by the Board in its sole discretion at the time the Option is granted. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Optionee shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.

6.6 EFFECT OF TERMINATION OF SERVICE.

(a) OPTION EXERCISABILITY. Subject to earlier termination of the Option as otherwise provided herein, an Option shall be exercisable after an Optionee's termination of Service as follows:

(i) DISABILITY. If the Optionee's Service with the Participating Company Group is terminated because of the Disability of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the Optionee (or the Optionee's guardian or legal representative) at any time prior to the expiration of twelve (12) months (or such other period of time (not less than six (6) months) as determined by the Board, in its sole discretion) after the date on which the Optionee's Service terminated, but in any event no later than the date of expiration of the Option's term as set forth in the Option Agreement evidencing such Option (the "OPTION EXPIRATION DATE").

(ii) DEATH. If the Optionee's Service with the Participating Company Group is terminated because of the death of the Optionee, the Option, to the extent unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the Optionee's legal representative or other person who acquired the right to exercise the Option by reason of the Optionee's death at any time prior to the expiration of twelve (12) months (or such other period of time (not less than six (6) months) as determined by the Board, in its sole discretion) after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date. The Optionee's Service shall be deemed to have terminated on account of death if the Optionee dies within three (3) months after the Optionee's termination of Service.

(iii) TERMINATION AFTER CHANGE IN CONTROL. To the extent provided by the Board and set forth in an Optionee's Option Agreement, if such Optionee's Service with the Participating Company Group is terminated following a Change in Control (as

defined below), then (1) the Option, to the extent unexercised on the date on which the Optionee's Service terminated, shall remain exercisable for such period of time as provided in the Option Agreement, but in any event no later than the Option Expiration Date, and (ii) the vesting and exercisability of the Option shall be accelerated as of the date on which the Optionee's Service terminated to the extent provided in the Option Agreement.

(iv) OTHER TERMINATION OF SERVICE. If the Optionee's Service with the Participating Company Group terminates for any reason, except Disability, death, or following a Change in Control as provided in Section 6.6(a)(iii), the Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee's Service terminated, may be exercised by the Optionee within three (3) months (or such other period of time (not less than one (1) month) as determined by the Board, in its sole discretion) after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.

(b) EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding the foregoing, if the exercise of an Option within the applicable time periods set forth in Section 6.6(a) is prevented by the provisions of Section 12 below, the Option shall remain exercisable until three (3) months after the date the Optionee is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.

(c) EXTENSION IF OPTIONEE SUBJECT TO SECTION 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 6.6(a) of shares acquired upon the exercise of the Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee's termination of Service, or (iii) the Option Expiration Date.

7. TERMS AND CONDITIONS OF NONEMPLOYEE DIRECTOR OPTIONS.

Nonemployee Director Options shall be evidenced by Option Agreements specifying the number of shares of Stock covered thereby, in such form as the Board shall from time to time establish. Such Option Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the terms and conditions of Section 6 to the extent not inconsistent with this Section and the following terms and conditions:

7.1 AUTOMATIC GRANT. Subject to the execution by a Nonemployee Director of an appropriate Option Agreement, Nonemployee Director Options shall be granted automatically and without further action of the Board, as follows:

(a) REGULAR MEETING OPTIONS. On the date of each regular quarterly meeting of the Board occurring on or after the date on which this provision for Nonemployee Director Options is approved by the stockholders of the Company, each Nonemployee Director in attendance at such meeting shall be granted a Nonemployee Director Option to purchase one thousand one hundred twenty-five (1,125) shares of Stock.

(b) COMMITTEE MEETING OPTIONS. On the date of each meeting of a committee of the Board occurring on or after the date on which this provision for Nonemployee Director Options is approved by the stockholders of the Company, each Nonemployee Director in attendance at such meeting shall be granted a Nonemployee Director Option to purchase three hundred seventy-five (375) shares of Stock.

(c) RIGHT TO DECLINE NONEMPLOYEE DIRECTOR OPTION. Notwithstanding the foregoing, any person may elect not to receive a Nonemployee Director Option by delivering written notice of such election to the Board no later than the day prior to the date such Nonemployee Director Option would otherwise be granted. A person so declining a Nonemployee Director Option shall receive no payment or other consideration in lieu of such declined Nonemployee Director Option. A person who has declined a Nonemployee Director Option may revoke such election by delivering written notice of such revocation to the Board no later than the day prior to the date such Nonemployee Director Option would be granted pursuant to Section 7.1(a) or (b), as the case may be.

7.2 EXERCISE PRICE. The exercise price per share of Stock subject to a Nonemployee Director Option shall be the Fair Market Value of a share of Stock on the date the Nonemployee Director Option is granted.

7.3 VESTING AND EXERCISE PERIOD. Each Nonemployee Director Option shall be immediately exercisable and vested in full on and after the date of grant of such option but shall terminate and cease to be exercisable on the date ten (10) years after the date of grant of the Nonemployee Director Option, unless earlier terminated pursuant to the terms of the Plan or the Option Agreement.

7.4 EFFECT OF TERMINATION OF SERVICE.

(a) OPTION EXERCISABILITY. Subject to earlier termination of the Nonemployee Director Option as otherwise provided herein, a Nonemployee Director Option shall be exercisable after an Optionee's termination of Service as follows:

(i) DISABILITY. If the Optionee's Service with the Participating Company Group is terminated because of the Disability of the Optionee, the Nonemployee Director Option may be exercised by the Optionee (or the Optionee's guardian or legal representative) at any time prior to the expiration of twelve (12) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.

(ii) DEATH. If the Optionee's Service with the Participating Company Group is terminated because of the death of the Optionee, the Nonemployee Director Option may be exercised by the Optionee's legal representative or other person who acquired the right to exercise the Nonemployee Director Option by reason of the Optionee's death at any time prior to the expiration of twelve (12) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date. The Optionee's Service

shall be deemed to have terminated on account of death if the Optionee dies within three (3) months after the Optionee's termination of Service.

(iii) TERMINATION AFTER CHANGE IN CONTROL. If the Optionee's Service with the Participating Group ceases as a result of a Termination After Change in Control, the Nonemployee Director Option may be exercised by the Optionee (or the Optionee's guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee's Service was so terminated, but in any event no later than the Option Expiration Date.

(iv) OTHER TERMINATION OF SERVICE. If the Optionee's Service with the Participating Company Group terminates for any reason, except Disability, death or Termination After Change in Control, the Nonemployee Director Option, may be exercised by the Optionee within three
(3) months after the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date.

(b) EXTENSION IF EXERCISE PREVENTED BY LAW. Notwithstanding the foregoing, if the exercise of a Nonemployee Director Option within the applicable time periods set forth in Section 7.4(a) is prevented by the provisions of Section 12 below, the Nonemployee Director Option shall remain exercisable until three (3) months after the date the Optionee is notified by the Company that the Nonemployee Director Option is exercisable, but in any event no later than the Option Expiration Date.

(c) EXTENSION IF OPTIONEE SUBJECT TO SECTION 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 7.4 (a) of shares acquired upon the exercise of the Nonemployee Director Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the Nonemployee Director Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee's termination of Service, or (iii) the Option Expiration Date.

8. STANDARD FORMS OF OPTION AGREEMENT.

8.1 INCENTIVE STOCK OPTIONS. Unless otherwise provided by the Board at the time the Option is granted, an Option designated as an "INCENTIVE STOCK OPTION" shall comply with and be subject to the terms and conditions set forth in the form of Incentive Stock Option Agreement approved by the Board from time to time.

8.2 NONSTATUTORY STOCK OPTIONS (OTHER THAN NONEMPLOYEE DIRECTOR OPTION). Unless otherwise provided by the Board at the time the Option is granted, an Option designated as a "NONSTATUTORY STOCK OPTION" (other than a Nonemployee Director Option) shall comply with and be subject to the terms and conditions set forth in the form of Nonstatutory Stock Option Agreement approved by the Board from time to time.

8.3 NONEMPLOYEE DIRECTOR OPTION. Each Nonemployee Director Option shall comply with and be subject to the terms and conditions set forth in the appropriate form of Nonstatutory Stock Option Agreement (Nonemployee Director Option) approved by the Board from time to time.

8.4 AUTHORITY TO VARY TERMS. The Board shall have the authority from time to time to vary the terms of any of the standard forms of Option Agreement described in this Section 8 either in connection with the grant or amendment of an individual Option or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Option Agreement shall be in accordance with the terms of the Plan.

9. CHANGE IN CONTROL.

9.1 DEFINITIONS.

(a) An "OWNERSHIP CHANGE EVENT" shall be deemed to have occurred if any of the following occurs with respect to the Company:

(i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company (other than as selling stockholders in an underwritten public offering) of more than fifty percent (50%) of the voting stock of the Company;

(ii) a merger or consolidation in which the Company is a party;

(iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or

(iv) a liquidation or dissolution of the Company.

(b) A "CHANGE IN CONTROL" shall mean an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

9.2 EFFECT OF CHANGE IN CONTROL ON OPTIONS. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING CORPORATION"), may either assume the Company's rights and obligations under outstanding Options or substitute for outstanding Options substantially equivalent options for the Acquiring Corporation's stock. For purposes of this Section 9.2, an Option shall be deemed assumed if, following the Change in Control, the Option confers the right to purchase in accordance with its terms and conditions, for each share of Stock subject to the Option immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Stock on the effective date of the Change in Control was entitled. In the event the Acquiring Corporation elects not to assume or substitute for outstanding Options in connection with a Change in Control, any unexercisable or unvested portion of the outstanding Options shall be immediately exercisable and vested in full as of the date ten (10) days prior to the date of the Change in Control. The exercise or vesting of any Option that was permissible solely by reason of this Section 9.2 shall be conditioned upon the consummation of the Change in Control. Any Options which are neither assumed or substituted for by the Acquiring Corporation in connection with the Change in Control nor exercised as of the date of the Change in Control shall terminate and cease to be outstanding effective as of the date of the Change in Control. Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Change in Control and any consideration received pursuant to the Change in Control with respect to such shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the foregoing, if the corporation the stock of which is subject to the outstanding Options immediately prior to an Ownership Change Event described in Section 9.1(a)(i) constituting a Change in Control is the surviving or continuing corporation and immediately after such Ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of Section 1504(b) of the Code, the outstanding Options shall not terminate unless the Board otherwise provides in its sole discretion.

10. PROVISION OF INFORMATION.

Each Optionee shall be given access to information concerning the Company equivalent to that information generally made available to the Company's common stockholders.(5)

At least annually, copies of the Company's balance sheet and income statement for the just completed fiscal year shall be made available to each Optionee and purchaser of shares of Stock upon the exercise of an Option. The Company shall not be required to

11. NONTRANSFERABILITY OF OPTIONS.

During the lifetime of the Optionee, an Option shall be exercisable only by the Optionee or the Optionee's guardian or legal representative. No Option shall be assignable or transferable by the Optionee, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, a Nonstatutory Stock Option shall be assignable or transferable to the extent permitted by the Board and set forth in the Option Agreement evidencing such Option.(6)

12. COMPLIANCE WITH SECURITIES LAW.

The grant of Options and the issuance of shares of Stock upon exercise of Options shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. Options may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, no Option may be exercised unless (a) a registration statement under the Securities Act shall at the time of exercise of the Option be in effect with respect to the shares issuable upon exercise of the Option or (b) in the opinion of legal counsel to the Company, the shares issuable upon exercise of the Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of any Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

13. INDEMNIFICATION.

In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or

(6) As amended by the Board on August 24, 1998 effective as of the effective date of the Company's registration of Stock under Section 12 of the Exchange Act. Prior to such date, Section 11 will not include this last sentence.

in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

14. TERMINATION OR AMENDMENT OF PLAN.

The Board may terminate or amend the Plan at any time. However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company's stockholders, there shall be
(a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company's stockholders under any applicable law, regulation or rule. In any event, no termination or amendment of the Plan may adversely affect any then outstanding Option or any unexercised portion thereof, without the consent of the Optionee, unless such termination or amendment is required to enable an Option designated as an Incentive Stock Option to qualify as an Incentive Stock Option or is necessary to comply with any applicable law, regulation or rule.(7)

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that the foregoing sets forth the InsWeb Corporation 1997 Stock Option Plan as duly adopted and amended by the Board through July __, 1999.

The Plan or any increase in the maximum number of shares of Stock issuable thereunder as provided in Section 4.1 (the "MAXIMUM SHARES") shall be approved by the stockholders of the Company within twelve (12) months of the date of adoption thereof by the Board. Options granted prior to stockholder approval of the Plan or in excess of the Maximum Shares previously approved by the stockholders shall become exercisable no earlier than the date of stockholder approval of the Plan or such increase in the Maximum Shares, as the case may be.

Exhibit 10.10

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made and entered into as of July 1, 1999 (the "Effective Date"), by and between INSWEB CORPORATION, a Delaware corporation (the "Company"), and HUSSEIN A. ENAN (the "Employee").

RECITALS

A. The Employee is currently employed by the Company as its Chief Executive Officer pursuant to an Employment Agreement dated as of November 22, 1996 (the "1996 Agreement");

B. The parties desire to terminate the 1996 Agreement and to continue the employment of the Employee as the Company's Chief Executive Officer upon the terms and conditions hereinafter set forth. The employment of the Employee pursuant to this Agreement is hereinafter sometimes referred to as the "Employment."

NOW, THEREFORE, in consideration of the agreements, representations and warranties contained in this Agreement, the Company and the Employee hereby agree as follows:

1. DUTIES, TERM AND EXCLUSIVE EMPLOYMENT.

1.1 DUTIES AND RESPONSIBILITIES. Within the limitations established by the Company's Bylaws, the Employee shall have each and all of the duties and responsibilities of the Company's Chief Executive Officer. As such, the Employee shall have management responsibility and authority with respect to the operations and strategic direction of the Company and the other customary prerogatives of a chief executive officer, subject to the direction of the Company's Board of Directors.

1.2 TERM OF EMPLOYMENT. The Employment shall begin on the Effective Date and, unless earlier terminated as provided in Paragraph 3 hereof, the Employment shall continue until midnight on the third anniversary of the Effective Date. The Employment shall be renewed automatically for successive one (1) year terms thereafter, unless either party gives written notice to the other at least ninety (90) days prior to the expiration of the initial term (or, if applicable, any extended term) of his or its election not to renew the Employment for the subsequent term.

1.3 NO OTHER EMPLOYMENT OR PRODUCTIVE ACTIVITIES. During the term of the Employment, the Employee shall diligently and conscientiously devote all of his working time and attention to discharging his duties to the Company and shall not, without the express prior written consent of the Company, render to any other person or entity any services of any kind for compensation or engage in any other activity that would in any manner whatsoever interfere with the performance of the Employee's duties on behalf of the Company. The foregoing notwithstanding, nothing herein shall prevent the Employee from (i) serving on boards of directors of other companies not in competition with the Company, (ii) engaging in charitable activities or activities of professional associations,
(iii) managing on his own personal time any personal investments in entities not in competition with any actual or then proposed business of

the Company or (iv) owning up to one percent (1%) of the outstanding shares of any class of equity securities of a corporation engaged in any such competition whose securities are listed on a national securities exchange or quoted daily in the over-the-counter listings of THE WALL STREET JOURNAL ("Permitted Shares").

2. COMPENSATION AND BENEFITS. In full and complete consideration for the Employment and each and all of the services to be rendered by the Employee to the Company or any subsidiary or controlled affiliate of the Company (collectively, the "InsWeb Group"), the Employee shall be entitled to receive compensation and benefits as follows, except as otherwise provided in Paragraph 3 hereof:

2.1 BASE SALARY. The Employee shall be entitled to receive from the Company a base salary, at the initial rate of $250,000 per annum, payable in periodic installments on the Company's regular payroll dates, during the term of the Employment. The base salary will be reviewed annually and may be increased (but not decreased) by the Company, in the sole discretion of its Board of Directors, based upon such factors as the Board deems relevant, including the financial condition and operating results of the Company. From each of the Employee's salary payments the Company will withhold and pay to the proper governmental authorities any and all amounts required by law to be withheld from the Employee's salary. The Company will also deduct from the Employee's salary payments those sums, if any, authorized by the Employee in writing and approved by the Company. The Company will make all payments and contributions that are required by law to be made by the Company for the Employee's benefit without any deduction from the Employee's salary payments.

2.2 BONUS AWARDS. The Employee will be eligible to participate in any incentive compensation plan adopted by the Company for the benefit of the Company's officers generally. In the absence of such a plan, the Employee will be eligible for consideration for incentive compensation ("Bonus Awards"). Any such Bonus Award shall be at the sole discretion of the Company's Board of Directors, or the Compensation Committee thereof, and shall be based upon such factors as the Board or such Committee deems relevant.

2.3 STOCK OPTIONS. During the Employment, the Employee will be eligible for the grant of options under the Company's employee stock option plans at the sole discretion of the Company's Board of Directors, or the Compensation Committee thereof, based upon such factors as the Board or such Committee deems relevant. Any such Bonus Award shall be payable at the time or times specified by the Board or such Committee; provided, however, that for purposes of Paragraph 3 hereof, (i) any portion of a Bonus Award that is subject to the achievement of goals or objectives which have been achieved as of the date of termination of the Employment shall be deemed to be earned and payable as of such date, and (ii) any portion of a Bonus Award that is subject to the achievement of goals or objectives which have not been achieved as of the date of termination of the Employment but which are subsequently achieved shall be deemed to be earned and payable on a pro-rata basis, based upon the number of days of Employment in the relevant year or other fiscal period.

2.4 VACATION. The Employee shall be entitled to paid vacation in accordance with the Company's vacation policy for executive officers, as in effect from time to time during the Employment.

2.5 INSURANCE AND OTHER BENEFITS. The Employee shall be entitled to participate in the life, medical, dental and/or disability insurance plans, together with any supplemental insurance plans, offered by the Company to its employees, generally, from time to time during the Employment. The Employee shall be eligible to participate in any other fringe benefits as may be provided by the Company to its officers, generally, during the Employment.

3. TERMINATION OF EMPLOYMENT. The Employment may be terminated prior to the end of the term specified in Paragraph 1.2 hereof upon the occurrence of any of the following:

3.1 DEATH OR DISABILITY. The Employment shall automatically terminate upon the death of the Employee. The Company shall have the unrestricted right, but not the obligation, to terminate the Employment at any time following determination of the Employee's "permanent disability" (as then defined in the Company's long-term disability insurance plan covering the Employee if such a plan is in effect, or otherwise as determined by the Company's Board of Directors). In the event of the Employee's death or permanent disability, the Employee or his estate shall be entitled to receive
(i) the Employee's base salary through the date of termination of the Employment, plus (ii) any Bonus Award earned or deemed to be earned by the Employee and payable as of the date of termination of the Employment pursuant to Paragraph 2.2 hereof but not yet paid, plus (iii) any other benefits to which the Employee is entitled pursuant to the plans described in Paragraph 2.5 hereof.

3.2 TERMINATION OF EMPLOYMENT BY THE COMPANY "FOR CAUSE". The Company shall have the unrestricted right, but not the obligation, to terminate the Employment at any time "For Cause" in the event of the Employee's
(i) conviction of a felony or any crime involving moral turpitude,
(ii) commission of any act of theft or fraud against, or involving the records of, the Company or any other member of the InsWeb Group, (iii) material breach of the Employee's obligations under the Confidentiality Agreement, which, if curable, is not cured within thirty (30) days following notice thereof by the Company, or (iv) repeated failure or inability (other than as a result of physical disability) to perform his duties hereunder, which failure or inability is not cured within thirty (30) days following written notice thereof by the Board of Directors of the Company. The decision to terminate the Employment For Cause, to take other action or to take no action in response to any such occurrence shall be in the sole and exclusive discretion of the Board of Directors of the Company. Upon any termination of the Employment by the Company For Cause, the Employee shall be entitled to receive (A) the Employee's base salary through the date of such termination, plus (B) any Bonus Award earned or deemed to be earned by the Employee and payable as of the date of termination of the Employment pursuant to Paragraph 2.2 hereof but not yet paid, plus (C) any other benefits to which the Employee is entitled pursuant to the plans described in Paragraph 2.5 hereof.

3.3 OTHER TERMINATION OF EMPLOYMENT BY THE COMPANY. The Company shall have the right to terminate the Employment at any time. However, if the Employment is terminated or not renewed by the Company for any reason other than pursuant to Paragraphs 3.1 or 3.2 hereof, the Employee shall be entitled to receive his base salary through the date of termination of the Employment, plus an amount (the "Severance Payment") equal to his then-current base salary for the greater of (i) the unexpired term of the Employment or (ii) a period of twelve (12) months following the date of termination (the "Severance Period"). The Severance Payment shall be paid in periodic installments during the Severance Period, in

accordance with the Company's payroll policy as in effect from time to time, and shall be in lieu of any other severance pay to which the Employee might otherwise be entitled. In addition, in the event of such a termination, the Company will, to the extent its plans permit, continue to provide to the Employee, at the current level of employee contribution by the Employee prevailing at the date of termination, coverage under its life, medical, dental and/or disability plans, as in effect on the date of termination, during the Severance Period. If the Company's plans do not permit continued coverage for the Employee under these circumstances, the Company shall pay or reimburse the Employee for the cost of purchasing such coverage independently, subject to the timely compliance by the Employee with any notification procedure required under COBRA in order to obtain continued coverage. The Employee shall also be entitled, upon any such termination, to receive (A) any Bonus Award earned or deemed to be earned by the Employee and payable as of the date of termination of the Employment pursuant to Paragraph 2.2 hereof but not yet paid, plus (B) any other benefits to which the Employee is entitled pursuant to the plans described in Paragraph 2.5 hereof.

3.4 TERMINATION OF EMPLOYMENT BY THE EMPLOYEE FOR "GOOD REASON". The Employee shall have the right to terminate the Employment at any time for "Good Reason" in the event that, other than pursuant to Paragraphs 3.1 or 3.2 hereof, the Company, without the Employee's prior written consent, (i) materially alters or reduces the Employee's duties, responsibilities and authority from those which exist as of the Effective Date; (ii) changes the Employee's job title so that it does not include the title Chief Executive Officer or assigns the Employee duties which are inconsistent with the Employee's position as Chief Executive Officer; (iii) materially breaches the terms of this Agreement in respect to the payment of compensation or benefits or in any other material respect and such breach is not cured within ten (10) days after the Company receives notice thereof; (iv) requires the Employee, as a condition to the Employment, to be based more than fifty (50) miles from the Company's principal place of business as of the Effective Date; or (v) requires the Employee, as a condition to the Employment, to perform illegal or fraudulent acts or omissions. If the Employee voluntarily terminates the Employment for Good Reason pursuant to this Paragraph 3.4, the Employee shall be entitled to receive the payments and other benefits specified in Paragraph 3.3 hereof with respect to a termination by the Company other than For Cause.

3.5 TERMINATION OF EMPLOYMENT BY THE EMPLOYEE WITHOUT "GOOD REASON". Upon any voluntary termination of the Employment by the Employee, other than for Good Reason pursuant to Paragraph 3.4 hereof, the Employee shall be entitled to receive (i) the Employee's base salary through the date of such termination, plus (ii) any Bonus Award earned or deemed to be earned by the Employee and payable as of the date of termination of the Employment pursuant to Paragraph 2.2 hereof but not yet paid, plus (iii) any other benefits to which the Employee is entitled pursuant to the plans described in Paragraph 2.5 hereof.

4. EXPENSES. The Company will reimburse the Employee for those customary, ordinary and necessary business expenses incurred by him in the performance of his duties and activities on behalf of the Company or any other member of the InsWeb Group. Such expenses will be reimbursed upon presentation by the Employee of appropriate documentation to substantiate such expenses pursuant to the policies and procedures of the Company governing reimbursement of business expenses to its executive employees. The Employee shall present

such documentation for any unreimbursed expenses not later than thirty (30) days after the termination of the Employment.

5. AUTHORITY; NONCOMPETITION. The Employee warrants and represents to the Company that he has the full, complete and entire right and authority to enter into the Employment and this Agreement, that he has no agreement, duty, commitment or responsibility of any kind or nature whatsoever with any other person, corporation, partnership, firm, company, joint venture or other entity which would conflict in any manner whatsoever with any of his duties, obligations or responsibilities to the Company or any other member of the InsWeb Group pursuant to the Employment and/or this Agreement, and that he is fully ready, willing and able to perform each and all of such duties, obligations and responsibilities. As a condition of the Employment and of the Company's entering into this Agreement, the Employee hereby specifically agrees, covenants, warrants and represents that, during the Employment, he will not, without the Company's express prior written consent, accept any employment, contractual or other relationship of any kind or nature whatsoever or engage in any association or dealing of any kind or nature whatsoever with any person, corporation, partnership, firm, company, joint venture, or other entity, in competition with any business of the Company or any other member of the InsWeb Group currently conducted or conducted during that period; provided that nothing in this Paragraph 5 shall prohibit the Employee from owning Permitted Shares.

6. DUTIES OF THE EMPLOYEE AFTER ANY NOTICE OF TERMINATION OF THE EMPLOYMENT. Following any notice of termination of the Employment, the Employee shall fully cooperate with the Company in all matters relating to the winding up of the Employee's work on behalf of the Company and the orderly transfer of all pending work and of the Employee's duties and responsibilities to such other person or persons as may be designated by the Company in its sole discretion. Upon any termination of the Employment, the Employee will immediately deliver to the Company any and all of the property of the Company or any other member of the InsWeb Group of any kind or nature whatsoever in the Employee's possession, custody or control, including, without limitation any and all proprietary or confidential information of the Company.

7. NO PREDATORY SOLICITATION. During the Employment and for one (1) year following any termination of the Employment (except a termination pursuant to Paragraphs 3.3 or 3.4 hereof), the Employee will not, without having received the Company's prior written permission to do so, directly or indirectly, on his own behalf or in the service of others, solicit the employment of any of the officers, employees, consultants, agents and/or independent contractors of the Company or any other member of the InsWeb Group or in any manner attempt to persuade any such person to discontinue any relationship with such entity. The Employee and the Company acknowledge that this Paragraph 7 is reasonable and necessary for the protection of the trade secrets and proprietary information of InsWeb.

8. ARBITRATION. Except as otherwise expressly provided in this Agreement, any controversy, dispute and/or claim in any manner arising out of or relating to this Agreement or the Employment shall be fully and finally resolved solely by binding arbitration conducted in accordance with the rules of the American Arbitration Association in Redwood City, California. Judgment on any decision rendered by the arbitrator may be entered in any court having jurisdiction. All costs of the arbitration, including, without limitation, the costs of any record or transcript of the arbitration proceedings, administrative fees, the fee of the arbitrator, the fees and

expenses of the attorneys for each party and all other fees and costs shall be borne by the party not prevailing in the arbitration, as determined by the arbitrator, or apportioned as the arbitrator shall determine if, in the judgment of the arbitrator, neither party prevails. Except as otherwise expressly provided in this Agreement, the arbitration provisions set forth above in this Paragraph 8 are intended by the Employee and by the Company to be absolutely exclusive for all purposes whatsoever and applicable to each and every controversy, dispute and/or claim in any manner arising out of or relating to this Agreement, and the Employment, the meaning, application and/or interpretation of this Agreement, any breach or claimed breach hereof and/or any voluntary or involuntary termination of this Agreement with or without cause, including, without limitation, any such controversy, dispute and/or claim which, if pursued through any state or federal court or administrative agency, would arise at law, in equity and/or pursuant to statutory, regulatory and/or common law rules, regardless of whether such dispute, controversy and/or claim would arise in and/or from contract, tort or any other legal and/or equitable theory or basis. The arbitrator who hears and decides any controversy, dispute and/or claim between the Company and the Employee shall, in determining a remedy, have jurisdiction and authority only to award compensatory damages to make whole a party suffering foreseeable economic damages, and, other than foreseeable economic damages, the arbitrator shall not have any authority or jurisdiction to make any award of any kind or nature whatsoever as compensation for any damages and/or any award of damages for pain and suffering, emotional distress or any other kind or form of non-economic damages and/or non-foreseeable economic damages. Notwithstanding anything to the contrary contained in this Paragraph 8,
(i) the Company shall at all times have and retain the full, complete and unrestricted right to seek injunctive and other relief as provided in Paragraph 9 below, and (ii) the Company and the Employee shall each retain the right to institute legal proceedings to recover monetary damages or seek other relief arising out of defamatory statements concerning such party made by or on behalf of the other party.

9. THE COMPANY'S RIGHT TO INJUNCTIVE RELIEF. The Employee recognizes, acknowledges and agrees that any breach or any threatened breach of any Paragraph, term, provision or covenant of any of Paragraphs 5, 6, 7 or 8 of this Agreement or of any confidentiality agreement between the Company and the Employee would cause irreparable injury to the Company which could not be adequately compensable in monetary damages and that the remedy at law for any such breach will be entirely insufficient and inadequate to protect their legitimate interests. Therefore, the Employee specifically recognizes, acknowledges and agrees that the Company shall at any and all times be and remain fully entitled to seek and obtain temporary, preliminary and permanent injunctive relief for any such breach or threatened breach from any court of competent jurisdiction. The prevailing party in any action instituted pursuant to this Paragraph 9, or in any appeal from any arbitration pursuant to Paragraph 8 hereof, shall be entitled to recover from the other party its reasonable attorneys' fees and other expenses incurred in such litigation.

10. SURVIVAL OF CERTAIN PROVISIONS OF THIS AGREEMENT. Except as may otherwise be provided herein, each and all of the terms, provisions and covenants of this Agreement shall, for any and all purposes whatsoever, survive any termination of the Employment, subject to the limitations and conditions set forth in each separate provision, regardless of whether such termination is by the Employee, by the Company, by expiration or otherwise.

11. GENERAL.

11.1 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall inure to the benefit of and be binding upon the Company, the Employee and each and all of their respective heirs, legal representatives, successors and assigns. The duties, responsibilities and obligations of the Employee under this Agreement shall be personal and not assignable or delegable by the Employee in any manner whatsoever to any person, corporation, partnership, firm, company, joint venture or other entity. The Employee may not assign, transfer, convey, mortgage, pledge or in any other manner encumber the compensation or other benefits to be received by him or any rights which he may have pursuant to the terms and provisions of this Agreement.

11.2 WAIVER. No waiver of any breach of any warranty, representation, agreement, promise, covenant, paragraph, term or provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other warranty, representation, agreement, promise, covenant, paragraph, term and/or provision of this Agreement. No extension of the time for the performance of any obligation or other act required or permitted by this Agreement shall be deemed to be an extension of the time for the performance of any other obligation or any other act required or permitted by this Agreement.

11.3 SOLE AND ENTIRE AGREEMENT. This Agreement, and the other agreements referred to herein, including the Company's benefit plans, are the sole, complete and entire contract, agreement and understanding between the Company and the Employee concerning the Employment, the terms and conditions of the Employment, the duration of the Employment, the termination of the Employment and the compensation and benefits to be paid and provided by the Company to the Employee pursuant to the Employment. Except as otherwise provided herein, this Agreement supersedes the 1996 Agreement and any and all other prior contracts, agreements, plans, agreements in principle, correspondence, letters of intent, understandings, and negotiations, whether oral or written, concerning the Employment, the terms and conditions of the Employment, the duration of the Employment, the termination of the Employment and the compensation and benefits to be paid by the Company to the Employee pursuant to the Employment.

11.4 AMENDMENTS. No amendment, modification, waiver, or consent relating to this Agreement will be effective unless and until it is embodied in a written document signed by the Company and by the Employee.

11.5 ORIGINALS. This Agreement may be executed by the Company and the Employee in counterparts, each of which shall be deemed an original and which together shall constitute one instrument.

11.6 HEADINGS. Each and all of the headings contained in this Agreement are for reference purposes only and shall not in any manner whatsoever affect the construction or interpretation of this Agreement or be deemed a part of this Agreement for any purpose whatsoever.

11.7 SAVINGS PROVISION. To the extent that any provision of this Agreement or any Paragraph, term, provision, sentence, phrase, clause or word of this Agreement shall be found to be illegal or unenforceable for any reason, such Paragraph, term, provision, sentence, phrase, clause or word shall be modified or deleted in such a manner as to make this Agreement, as so modified, legal and enforceable under applicable laws. The remainder of this Agreement shall continue in full force and effect.

11.8 APPLICABLE LAW. This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California.

11.9 CONSTRUCTION. The language of this Agreement and of each and every paragraph, term and provision of this Agreement shall, in all cases, for any and all purposes, and in any and all circumstances whatsoever be construed as a whole, according to its fair meaning, not strictly for or against the Employee, the Company, and with no regard whatsoever to the identity or status of any person or persons who drafted all or any portion of this Agreement.

11.10 NOTICES. Any notices to be given pursuant to this Agreement by either party to the other party may be effected by personal delivery or by registered or certified mail, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses stated below, but each party may change its or his address by written notice to the other in accordance with this Paragraph 11.10. Notices delivered personally shall be deemed received on the date of delivery. Notices delivered by mail shall be deemed received on the third business day after the mailing thereof.

Mailed notices to the Employee shall be addressed as follows:

Hussein A. Enan
320 Harcross Road
Woodside, CA 94062

Mailed notices to the Company shall be addressed as follows:

InsWeb Corporation
901 Marshall Street
Redwood City, CA 94063 Attention: General Counsel

IN WITNESS WHEREOF, the Company and the Employee have each duly executed this Agreement as of the date first set forth above.

INSWEB CORPORATION

By:    /s/ Marian C. Taylor
       ------------------------
Title: Senior Vice President,
       General Counsel & Secretary

/s/ Hussein A. Enan
-----------------------------
Hussein A. Enan

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR
CONFIDENTIAL TREATMENT

Exhibit 10.18

AMENDMENT
YAHOO! INC. - INSWEB CORPORATION
LICENSE AGREEMENT

This Amendment (this "Amendment") is entered into as of March 31, 1999 (this "Amendment's Effective Date") between Yahoo! Inc., a California corporation ("Yahoo") and InsWeb Corporation, a Delaware corporation ("InsWeb") and amends the License Agreement entered into between Yahoo and InsWeb as of February 12, 1998 (the "Agreement").

For good and valuable consideration, the receipt of which is hereby acknowledged, Yahoo and InsWeb hereby agree to amend the Agreement as follows:

1. Section 8.1 of the Agreement shall be replaced in its entirety by the following:

"8.1 TERM. This Agreement will become effective as of the Effective Date and shall, unless sooner terminated as provided below or as otherwise agreed, remain effective for an initial term of [****] months following the Launch Date (the "Initial Term"). Thereafter, the Agreement shall automatically renew for an additional period of approximately [****], until September 30, 2000 (the "Renewal Term"). The Initial Term and the Renewal Term hereinafter referred to as the Term."

2. Section 4.1 of the Agreement shall be replaced in its entirety by the following; provided that, Yahoo acknowledges having received, as of this Amendment's Effective Date, the payments due through [****] (totaling $[****]):

"4.1 SLOTTING FEE. In consideration of Yahoo's performance and obligations as set forth herein, InsWeb will pay Yahoo a total slotting fee equal to [****] ($[****]).
Such fee shall be paid to Yahoo on the dates set forth below with the first payment designated as a setup fee for the initial design, consultation, and placement of the Co-Branded Pages within the Yahoo Insurance Information Center, and with [****] ($[****]) of the sixth payment (of $[****]) designated as a setup fee for the design, consultation, and placement of the Co-Branded Pages within the Yahoo Insurance Information Center for the Renewal Term.

Payment Date
[****]

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED-EDITED COPY

3. Exhibit C of the Agreement shall be replaced in its entirety by the following which shall apply during the Renewal Term:

"A. INSWEB'S RESPONSIBILITIES:

- InsWeb will deliver the InsWeb Content to Yahoo via e-mail.
- InsWeb shall provide Yahoo with the following information on [****] basis:
- number of [****] Yahoo
- number of [****] Yahoo

B. YAHOO'S RESPONSIBILITIES:
Yahoo will distribute Yahoo's Insurance Information Center as follows:

- A text link on the front page of Yahoo Finance currently located at http://finance.yahoo.com/.

- A text link on the front page of Yahoo Autos.

- A text link on the front page of Yahoo Real Estate.

- A text link on the front page of Yahoo Health [****].

- A text link on the left-hand column of the Automotive, Rental and Real Estate Classifieds portions of Yahoo! Classifieds.

- Yahoo will maintain a [****] text link to the Insurance Center from http://dir.yahoo.com/Business_and_Economy/Companies/Financial_ Services/Insurance/ and http://dir.yahoo.com/Business_and_Economy/Finance_and_Investment/ Insurance/ or their successor URLs.

- Yahoo will link to the Co-Branded Application and the relevant InsWeb Application(s) from the following pages of the Yahoo Insurance Information Center. Yahoo will also place [****] links on these pages. InsWeb will incorporate mutually agreed elements of the Yahoo look and feel into the InsWeb Application(s) linked to in this manner.

- Auto Insurance
- Life & Health Insurance

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED-EDITED COPY

- Home & Renter's Insurance

- The Yahoo Insurance Information Center will be promoted from the following pages a minimum of [****] days during the Renewal Term.
[****] Yahoo shall make reasonable efforts to place these links on or near those dates, [****].

- Yahoo home page (http://www.yahoo.com)
- Business and Economy top category page
(http://dir.yahoo.com/Business_and_Economy/)
- Finance and Investment top category page
(http://dir.yahoo.com/Business_and_Economy/Finance_and_Investment/)

- The Yahoo Insurance Information Center will be promoted on the following list of keywords in the Yahoo Search service:

- [****]

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED-EDITED COPY

- [****]

- Yahoo will promote the Yahoo Insurance Information Center through a minimum of [****] banner page views during the Renewal Term. These banners shall be rotated throughout the Yahoo Properties or other areas mutually agreed upon by the parties, subject to availability.

- Yahoo will send [****] calendar quarter promoting the Yahoo Insurance Information Center to Yahoo! Mail users who have opted in to the Yahoo! Delivers program."

- [****]

4. The following provision shall be added to Section 3.3:

"(d) Each party warrants that for a period of one year from January 1, 2000 all date-related output or results produced by the service that are under that party's control will be in Year 2000 Compliance. For purposes of this section, "Year 2000 Compliance" means that each party's systems will process data containing four-digit years after December 31, 1999 in substantially the same manner and with substantially the same functionality as before January 1, 2000. Neither party shall be liable for a breach of this warranty caused in whole or in part by (i) any functionality not created by that party or used in combination with any other product not created by that party,
(ii) errors not attributable to date-specific data, (iii) any modifications of a party's systems or services made by a party other than that party, (iv) any data provided to it which does not specify the century or is incorrect or ambiguous, and (v) any functionality requested by the other party. The sole and exclusive remedies for breach of the foregoing warranty by a party shall be (i) that party's use of commercially reasonable efforts to promptly correct or replace the functionality so that it complies with the terms of the warranty contained in this section, or (ii) termination of this Agreement by the non-breaching party upon thirty (30) days prior written notice."

5. Except as expressly amended as set forth herein, the Agreement shall remain in full force and effect in accordance with its terms.

6. All capitalized terms not defined herein shall have the definition as set forth in the Agreement.

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED-EDITED COPY

7. This Amendment has been executed by the duly authorized representatives of the parties, effective as of the date first set forth above.

YAHOO! INC.

By:  /s/ Ellen Siminoff                      By:  /s/ Mark Guthrie
    -------------------------------              -------------------------------
Name:  Ellen Siminoff                        Name:  Mark Guthrie
      -----------------------------                -----------------------------
Title:                                       Title:  EVP Operations
       ----------------------------                 ----------------------------

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED-EDITED COPY

YAHOO!, INC. - INSWEB CORPORATION

LICENSE AGREEMENT

This License Agreement (the "Agreement") is entered into as of February 12, 1998 (the "Effective Date") between Yahoo!, Inc., a California corporation with offices at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051 ("YAHOO") and InsWeb Corporation, a Delaware corporation with offices at 1875 South Grant Street, Suite 800, San Mateo, CA 94402 ("INSWEB").

WHEREAS, Yahoo is a global Internet media company that offers a network of branded programming that serves millions of users of the Internet daily;

WHEREAS, InsWeb provides a variety of services to users of the Internet relating to insurance, including the ability to obtain quotes from a variety of insurance companies online; and

WHEREAS, the parties wish to enter into this Agreement where, subject to the terms contained herein, Yahoo will enable InsWeb to provide its services to users of the Internet through Yahoo's branded programming.

In consideration of the mutual promises contained herein, the parties agree as follows:

SECTION 1: DEFINITIONS.

Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings attributed to them in EXHIBIT A hereto.

SECTION 2: LICENSES.

2.1 LICENSE TO YAHOO. Subject to the terms and conditions of this Agreement, InsWeb hereby grants to Yahoo, under InsWeb's Intellectual Property Rights:

(a) A non-exclusive, worldwide license to access and use the InsWeb Interactive Tool and to use, distribute, modify, display and transmit the Co-Branded Application in connection with Yahoo's Insurance Information Center and other Yahoo Properties and to permit Users to download, print and save the Co-Branded Application. Yahoo's license to modify shall be limited to modifying the InsWeb Content contained in the Co-Branded Application to fit the format and look and feel of the Yahoo Property.

(b) A non-exclusive, worldwide license to use, distribute, modify, display and transmit the InsWeb Static Information in connection with Yahoo's Insurance Information Center and other Yahoo Properties and to permit Users to download, print and save the InsWeb Static Information. Yahoo's license to modify shall be limited to modifying the InsWeb Static Information to fit the format and look and feel of the Yahoo Property.

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(c) A non-exclusive, worldwide, fully paid license to use, reproduce and display the InsWeb Brand Features: (i) in connection with the presentation of the InsWeb Content on the Co-Branded Application and other Co-Branded pages on the Yahoo Properties; and (ii) in connection with the marketing and promotion of the Yahoo Properties; provided that InsWeb approves all marketing and promotional materials bearing the InsWeb Brand Features. InsWeb Brand Features are and will remain the sole property of InsWeb. Subject to the foregoing, InsWeb reserves all rights to control the use, reproduction and display of the InsWeb Brand Features. Yahoo shall not modify InsWeb Brand Features in any manner without the prior written authorization of InsWeb. Yahoo shall cause the appropriate designation "-SM-", "-TM-" or "-Registered Trademark-" to be placed adjacent to the InsWeb Brand Features in accordance with InsWeb's trademark guidelines provided to Yahoo.

(d) Yahoo shall be entitled to sublicense the rights set forth in this Section 2.1 (i) to its Affiliates only for inclusion in Yahoo Properties, and (ii) in connection with any mirror site, derivative site, or distribution arrangement concerning a Yahoo Property; provided that the Yahoo Property in each case is substantially similar to the Yahoo Insurance Information Center. With respect to other Yahoo Properties, Yahoo shall have the right to sublicense the rights set forth herein with the consent of InsWeb; such consent not to be unreasonably withheld.

2.2 LICENSE TO INSWEB. Subject to the terms and conditions of this Agreement, Yahoo hereby grants to InsWeb, under Yahoo's Intellectual Property Rights a non-exclusive, worldwide, fully paid license to use, reproduce and display the Yahoo Brand Features solely (i) in connection with the co-branded banner that appears on the Co-Branded Interactive Tool, Co-Branded Application Response, the Interim Co-Branded Application Response, and the Co-Branded Static Information and (ii) in connection with the marketing and promotion of the Yahoo Insurance Center; provided that Yahoo approves all such marketing and promotional materials bearing the Yahoo Brand Features. Yahoo Brand Features are and will remain the sole property of Yahoo. Subject to the foregoing, Yahoo reserves all rights to control the use, reproduction and display of the Yahoo Brand Features. InsWeb shall not modify Yahoo Brand Features in any manner without the prior written authorization of Yahoo. InsWeb shall cause the appropriate designation "-SM-", "-TM-" or "-Registered Trademark-" to be placed adjacent to the Yahoo Brand Features in accordance with Yahoo's trademark guidelines provided to InsWeb.

2.3 EXCLUSIVITY.

(a) InsWeb shall be the exclusive merchant included by Yahoo in the Yahoo Insurance Information Center that provides on-line Insurance quotation services and Insurance transaction services with those features provided by InsWeb. Notwithstanding the foregoing, InsWeb acknowledges that
[****]. Yahoo agrees [****] Yahoo shall not be restricted from directly linking to the home page of merchants that offer or provide Insurance quotation or transaction services on other pages of their

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web sites. In addition, Yahoo shall not be restricted from placing banner advertisements from any source on Yahoo's Insurance Information Center or any other Yahoo Property.

(b) InsWeb shall not license or distribute its content for redistribution on [****] for a period of [****] from the Launch Date in a manner where the foregoing sites host any part of InsWeb's Insurance quotation or transaction services. Notwithstanding the foregoing, InsWeb shall not be restricted from placing banner advertisements in the normal course of business on any of the foregoing sites.

SECTION 3: RESPONSIBILITIES OF THE PARTIES.

3.1 YAHOO'S RESPONSIBILITIES.

(a) Yahoo shall be solely responsible for the design, layout, posting and maintenance of Yahoo's Insurance Information Center and the Co-Branded Application. Yahoo is under no obligation, express or implied, to post or otherwise include links to any InsWeb Content in any Yahoo Property, including without limitation, on Yahoo's Insurance Information Center.

(b) All Co-Branded Pages will include a co-branded banner with the Yahoo Brand Features and the InsWeb Brand Features in a manner similar to the examples set forth in EXHIBITS D. The parties shall mutually agree upon the data elements included in such Co-Branded Pages; provided that such Co-Branded Pages shall in all events reflect the Yahoo design and look and feel. The Co-Branded Application shall include a text link that shall direct users to the Co-Branded Application Response.

(c) Yahoo shall include text links to Yahoo's Insurance Information Center within the Yahoo Properties as described on EXHIBIT C. Yahoo shall also place text links to the Co-Branded Pages within the automotive and real estate listings of Yahoo Classified. Yahoo shall determine the appearance and placement of such links in its sole discretion.

(d) In the event that Yahoo, in its discretion, elects to present a Co-Branded Application and InsWeb does not have shopping functionality available for the particular feature, Yahoo shall link the Co-Branded Application to the Interim Co-Branded Application Response.

(e) Yahoo shall use reasonable commercial efforts to maintain the scale, speed and performance requirements that it currently maintains on the Yahoo Main Site.

(f) Yahoo shall use reasonable commercial efforts to launch the Yahoo Insurance Information Center by no later than sixty (60) days following April 1, 1998.

3.2 INSWEB RESPONSIBILITIES.

(a) InsWeb shall be solely responsible for the hosting and maintenance of the Co-Branded Interactive Tool, the Co-Branded Application Response, the Interim Co-Branded

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Application Response and the Co-Branded Static Information. The parties shall mutually agree upon the data elements included in such Co-Branded Pages but such Co-Branded Pages shall in any event reflect the Yahoo design and look and feel.

(b) All pages that result from the Co-Branded Application Response and all pages that contain the InsWeb Application and all online insurance application forms shall be branded and hosted solely by InsWeb.

(c) InsWeb shall ensure that the InsWeb Site and all Co-Branded pages hosted by InsWeb comply with the following requirements: (i) upon Yahoo's request, all pages must be modified to have a size of less than 32k including graphics, (ii) all pages must be able to handle up to twenty (20) page requests per second, and (iii) all requests on such pages must be fulfilled by InsWeb within no more than five seconds.

(d) InsWeb shall provide on-going assistance to Yahoo with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the Co-Branded Pages and all related InsWeb Content, as Yahoo may reasonably request.

(e) InsWeb shall deliver all applicable InsWeb Content associated with the Co-Branded Pages by no later than March 31, 1998. All InsWeb Content and all updates thereto shall be provided to Yahoo in accordance with the delivery specifications set forth in EXHIBIT C.

3.3 MUTUAL RESPONSIBILITIES.

(a) Yahoo and InsWeb agree to use commercially reasonable efforts to send an "intelligent query" to InsWeb from Yahoo as a convenience for the User. This intelligent query allows information provided by the User to be pre-populated when the User links to the InsWeb Site.

(b) Each party shall comply with the trademark guidelines provided by the other party with respect to the use of such party's Brand Features and neither party will alter or impair any acknowledgment of copyright or other Intellectual Property Rights of the other.

(c) InsWeb will remain solely responsible for the operation of the InsWeb Site, and Yahoo will remain solely responsible for the operation of the Yahoo Properties. Each party, subject to the terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site.

SECTION 4: COMPENSATION.

4.1 SLOTTING FEE. In consideration of Yahoo's performance and obligations as set forth herein, InsWeb will pay Yahoo a total slotting fee equal to
[****] ($[****]). Such fee shall be paid to Yahoo [****] on the dates set forth below with the first payment designated as a set up fee for the design, consultation, development, implementation and placement of the Co-Branded Pages within the Yahoo Insurance Information Center.

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Payment Date
[****]

4.2 REFERRAL FEE. In addition to the slotting fee, InsWeb shall pay to Yahoo a referral fee equal to $0.10 per Click-through less total Error Pages. Payments of the referral fee are due and payable within fifteen (15) days of Yahoo's quarterly invoice to InsWeb.

4.3 ADVERTISING REVENUE. Yahoo shall have the sole right to sell, license or otherwise dispose of all advertising and promotional rights with respect to the [****]. No advertisements shall be served on the [****] Except for the foregoing, InsWeb shall have the sole right to sell, license or otherwise dispose of all advertising and promotional rights with respect to the InsWeb Site and all other pageviews to InsWeb's servers.

4.4 PAYMENT INFORMATION. All payments herein are non-refundable and noncreditable; provided that InsWeb shall be entitled to a refund of the initial [****] paid to Yahoo in the event that Yahoo fails to launch the Yahoo Insurance Information Center as set forth in Section 3.1(f) and such failure is not as a result of a breach by InsWeb or otherwise due to a "Force Majeure" condition. All payments shall be made by InsWeb via wire transfer into Yahoo's main account pursuant to the wire transfer instructions set forth on EXHIBIT E. Any portion of the above payments which has not been paid on the dates set forth above shall bear interest at the lesser of (i) one percent (1%) per month or (ii) the maximum amount allowed by law. Notwithstanding the foregoing, any failure by InsWeb to make the payments specified in Sections 4.1 and 4.2 on the dates set forth therein shall constitute a material breach of this Agreement.

4.5 AUDIT RIGHTS. InsWeb and Yahoo each shall maintain complete and accurate records in accordance with generally accepted methods of accounting for all transactions which are the subject of this Agreement for two (2) years after the last payment is due under this Agreement. Either party may retain an independent accounting firm which shall have access to such records, upon reasonable notice, for the purposes of audit during normal business hours, for so long as such records are required to be maintained. If such accounting firm determines that any additional payment is due or that overpayment has been made, the party owing such amount will promptly make payment of such amount to the other (or refund the overpayment as the case may be).

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SECTION 5: REPRESENTATIONS AND WARRANTIES.

5.1 Each of Yahoo and InsWeb represents and warrants that the negotiation and entry of this Agreement will not violate, conflict with, interfere with, result in a breach of, or constitute a default under any other agreement to which they are a party.

5.2 InsWeb represents and warrants that it is in compliance with or will comply with and that all InsWeb Content, the InsWeb Application, InsWeb Interactive Tool, and including, without limitation, all result pages and online insurance application forms comply with or will comply with any and all applicable laws, rules and regulations of any jurisdiction, including, without limitation, all federal, state, and local licensing or other rules and regulations relating to the sale or solicitation of insurance or otherwise engaging in the insurance business, all federal, state and local privacy laws, rules and regulations and any other applicable laws of any jurisdiction in effect that may come into existence during the term hereof.

5.3 InsWeb represents and warrants that it has acquired or will acquire and will comply with any and all licenses and approvals required under applicable rules and regulations of any governmental entity or agency, has paid or will pay any necessary fees, costs or expenses associated therewith, and that it has made or will make all disclosures required by such rules and regulations.

5.4 InsWeb represents and warrants that, to the best of its knowledge, Yahoo shall not be required, as a result of this Agreement or any activities contemplated under this Agreement as related to information, material, services and results provided by the InsWeb Content, the InsWeb Interactive Tool or the InsWeb Application, to obtain any licenses or approvals of any kind relating to the insurance business and is not in any way subject to any federal, state or local licensing or other rules and regulations of any jurisdiction applicable to insurance agents, brokers or otherwise relating to the sale or solicitation of insurance or otherwise engaging in the insurance business.

5.5 EXCEPT AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

SECTION 6: INDEMNIFICATION.

InsWeb, at its own expense, will indemnify, defend and hold harmless Yahoo, its Affiliates and their employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against Yahoo or an Affiliate based on or arising from a claim (a) that, if true, would constitute a breach of the representations and warranties set forth in Section 5 above
(b) that, as a result of the InsWeb Content or the services and results provided by the InsWeb Interactive Tool or the InsWeb Application, Yahoo is subject to any fees, royalties,

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licenses, or any other payments to any parties relating to the insurance business or other rules and regulations of any jurisdiction applicable to insurance agents, brokers or otherwise relating to the sale or solicitation of insurance or otherwise engaging in the insurance business and (c) that the InsWeb Brand Features, any InsWeb Content, InsWeb Application, the InsWeb Interactive Tool or any material, product, information, data or service produced, distributed, offered or provided by InsWeb or any material presented on any site on the Internet produced, maintained, or published by InsWeb or any site that is linked from the InsWeb Site, infringes in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, is or contains any material or information that is obscene, defamatory, libelous, slanderous, or that violates any law or regulation, is negligently performed, or that otherwise violates or breaches any duty toward, or rights of any person or entity, including, without limitation, rights of publicity, privacy or personality, or has otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; PROVIDED, HOWEVER, that in any such case:
(x) Yahoo provides InsWeb with prompt notice of any such claim; (y) Yahoo permits InsWeb to assume and control the defense of such action, with counsel chosen by InsWeb (who shall be reasonably acceptable to Yahoo); and (z) InsWeb does not enter into any settlement or compromise of any such claim without Yahoo's prior written consent, which consent shall not be unreasonably withheld. InsWeb will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Yahoo or an Affiliate in connection with or arising from any such claim, suit, action or proceeding. It is understood and agreed that Yahoo does not intend and will not be required to edit or review for accuracy or appropriateness any InsWeb Content

Yahoo, at its own expense, will indemnify, defend and hold harmless InsWeb, its employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against InsWeb based on or arising from a claim that the Yahoo Brand Features infringe in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, is or contains any material that is obscene, defamatory, libelous or slanderous; PROVIDED, HOWEVER, that in any such case: (x) InsWeb provides Yahoo with prompt notice of any such claim; (y) InsWeb permits Yahoo to assume and control the defense of such action upon Yahoo's written notice to InsWeb of its intention to indemnify; and (z) upon Yahoo's written request, InsWeb will provide Yahoo all available information and assistance necessary for Yahoo to defend such claim. Yahoo will not enter into any settlement or compromise of any such claim without InsWeb's prior written consent, which consent shall not be unreasonably withheld. Yahoo will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs, awarded against or otherwise incurred by InsWeb in connection with or arising from any such claim, suit, action or proceeding.

SECTION 7: LIMITATION OF LIABILITY.

EXCEPT AS PROVIDED IN SECTION 6, UNDER NO CIRCUMSTANCES SHALL INSWEB, YAHOO, OR ANY AFFILIATE BE LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES

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ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

SECTION 8: TERM AND TERMINATION.

8.1 TERM. This Agreement will become effective as of the Effective Date and shall, unless sooner terminated as provided below or as otherwise agreed, remain effective for a term of twelve (12) months following the Launch Date.

8.2 TERMINATION FOR CAUSE. Notwithstanding the foregoing, this Agreement may be terminated by either party immediately upon notice if the other party:
(w) becomes insolvent; (x) files a petition in bankruptcy; (y) makes an assignment for the benefit of its creditors; or (z) breaches any of its obligations under this Agreement in any material respect, which breach is not remedied within thirty (30) days following written notice to such party.

8.3 EFFECT OF TERMINATION. Any termination pursuant to this Section 8 shall be without any liability or obligation of the terminating party, other than with respect to any breach of this Agreement prior to termination. The provisions of Sections 4-12 shall survive any termination or expiration of this Agreement; except that Sections 4.1 and 4.2 shall not survive if this Agreement is terminated due to a breach by Yahoo.

SECTION 9: OWNERSHIP.

9.1 BY INSWEB. Yahoo acknowledges and agrees that: (i) as between InsWeb on the one hand, and Yahoo and its Affiliates on the other, InsWeb owns all right, title and interest in the InsWeb Content, the InsWeb Application, the InsWeb Interactive Tool and the InsWeb Brand Features; (ii) nothing in this Agreement shall confer in Yahoo or an Affiliate any right of ownership in the InsWeb Content, the InsWeb Application, the InsWeb Interactive Tool or the InsWeb Brand Features; and (iii) neither Yahoo or its Affiliates shall now or in the future contest the validity of the InsWeb Brand Features.

9.2 BY YAHOO. InsWeb acknowledges and agrees that: (i) as between InsWeb on the one hand, and Yahoo and its Affiliates on the other, Yahoo or the Affiliates own all right, title and interest in Yahoo's Insurance Information Center and any other Yahoo Property and the Yahoo Brand Features; (ii) nothing in this Agreement shall confer in InsWeb any license or right of ownership in the Yahoo Brand Features; and (iii) InsWeb shall not now or in the future contest the validity of the Yahoo Brand Features.

9.3 DATA OWNERSHIP. The parties shall jointly own information provided by users on the Co-Branded Pages and each party shall have equal access to such information to the extent allowed by law. Each party agrees to use such information only as allowed by law and as authorized by the user and shall not disclose, sell, license or otherwise transfer any such user information to any third party or use the user information for the transmission of "junk mail," "spam," or any other unsolicited mass distribution of information. Nothing herein shall preclude

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either party from using such information internally for the purpose of targeting banner advertisements to the User over the Internet.

SECTION 10: PUBLIC ANNOUNCEMENTS, CONFIDENTIALITY.

10.1 PUBLIC ANNOUNCEMENTS. The parties will cooperate to create any and all appropriate public announcements relating to the relationship set forth in this Agreement. Neither party shall make any public announcement regarding the existence or content of this Agreement without the other party's prior written approval and consent.

10.2 CONFIDENTIALITY. Yahoo and InsWeb have previously entered into a Mutual Nondisclosure Agreement, dated January 9, 1998, and expressly acknowledge that such Mutual Nondisclosure Agreement remains in full force and effect in accordance with its terms.

SECTION 11: INSURANCE.

InsWeb agrees that it will maintain insurance coverage for commercial general liability and errors and omissions of at least two million dollars per occurrence with a carrier rated as A- or better by A.M. Best Company.

SECTION 12: NOTICE, MISCELLANEOUS PROVISIONS.

12.1 NOTICES. All notices, requests and other communications called for by this agreement shall be deemed to have been given immediately if made by telecopy or electronic mail (confirmed by concurrent written notice sent first class U.S. mail, postage prepaid), if to Yahoo at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051, Fax: (408) 731-3301, Attention: Vice President (e-mail:
[****]@yahoo.com), with a copy to its General Counsel (e-mail:
[****]@yahoo.com), and if to InsWeb at 1875 South Grant Street, Suite 800, San Mateo, CA 94402, Attention: SVP Strategic Partnership (e-mail:
mguthrie@insweb.com) and a copy to its General Counsel (e-mail:
mtaylor@insweb.com), or to such other addresses as either party shall specify to the other. Notice by any other means shall be deemed made when actually received by the party to which notice is provided.

12.2 MISCELLANEOUS PROVISIONS. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement, in whole or in part, without the other party's written consent; PROVIDED, HOWEVER, that: (i) either party may assign this Agreement without such consent in connection with any merger, consolidation, any sale of all or substantially all of such party's assets or any other transaction in which more than fifty percent (50%) of such party's voting securities are transferred. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void. This Agreement will be governed by and construed in accordance with the laws of the State of California, without reference to conflicts of laws rules, and without regard to its location of execution or performance. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force. The prevailing party in any action to enforce this Agreement shall be entitled to reimbursement of its expenses, including reasonable

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attorneys' fees. Neither this Agreement, nor any terms and conditions contained herein may be construed as creating or constituting a partnership, joint venture or agency relationship between the parties. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. This Agreement and its exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings, both written and oral, regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute a single. instrument. Execution and delivery of this Agreement may be evidenced by facsimile transmission.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

YAHOO! INC.                                  INSWEB CORPORATION

By:  /s/ Ellen Siminoff                      By:  /s/ Mark Guthrie
    -------------------------------              -------------------------------

Title: Vice President, Business              Title: Sr. Vice President -
       Development                                  Strategic Partnerships
       ----------------------------                 ----------------------------

Address:  3420 Central Expressway            Address:   1875 S. Grant Street
          -------------------------                     ------------------------
          Santa Clara, DA 95051                         San Mateo, CA 95051
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Telecopy: 408-731-3492                       Telecopy:  650-372-2197
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E-mail:   ellen@yahoo.com                    E-mail: mguthrie@insweb.com
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EXHIBIT A

DEFINITIONS

"AFFILIATES" shall mean any company or any other entity world-wide, including, without limitation, corporations, partnerships, joint ventures, and Limited Liability Companies, in which Yahoo owns at least a twenty percent ownership, equity, or financial interest.

"CLICK-THROUGH" shall mean a user presence at a Co-Branded Application Response that originated from a Co-Branded Application.

"CO-BRANDED" shall mean those pages that display both the Yahoo Brand Features and the InsWeb Brand Features.

"CO-BRANDED APPLICATION" shall mean those Co-Branded pages hosted by Yahoo that contain certain InsWeb Content that allows Users to submit a request for an Insurance quote estimate. The Insurance quote estimate shall be directly presented to the User via either a Co-Branded Application Response or an Interim Co-Branded Application Response. A sample of such Co-Branded Application is attached hereto on Exhibit D.

"CO-BRANDED APPLICATION RESPONSE" shall mean those Co-Branded pages hosted by InsWeb that present the User with an Insurance quote estimate. The Co-Branded Application Response shall be directly served to the User in response to User input on the Co-Branded Application and shall include a link to the InsWeb Application on the InsWeb Site. A sample of such Co-Branded Application Response is attached hereto on Exhibit D.

"CO-BRANDED INTERACTIVE TOOL" shall mean those Co-Branded pages hosted by InsWeb with a Yahoo URL that are linked directly from the Yahoo Insurance Information Center and that contain certain InsWeb Content that allows Users, via the InsWeb Interactive Tool, to obtain educational information about Insurance needs through User input and electronic response. A sample of such Co-Branded Interactive Tool is attached hereto on Exhibit D.

"CO-BRANDED STATIC INFORMATION" shall mean those Co-Branded pages hosted by InsWeb with a Yahoo URL that are linked directly from the Yahoo Insurance Information Center and contain InsWeb Static Information. A sample of such Co-Branded Static Information is attached hereto on Exhibit D.

"ERROR PAGE" shall mean a page presented by InsWeb to a User resulting from an incomplete Co-Branded Application.

"INSURANCE" shall mean insurance products and services and shall include, without limitation, the areas of auto, home, life, renters and health insurance.

"INSWEB APPLICATION" shall mean InsWeb's proprietary on-line Insurance quotation service.

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"INSWEB BRAND FEATURES" shall mean all trademarks, service marks, name, trade names, logos and other distinctive brand features of InsWeb, including, without limitation, the trademarks, trade names, names, service marks and logos described in Exhibit B hereto.

"INSWEB CONTENT" shall mean all forms, data, material and information provided by InsWeb that appears on the Co-Branded Pages.

"INSWEB INTERACTIVE TOOL" shall mean InsWeb's proprietary interactive tools relating to Insurance that include, but are not limited to Auto Insurance Analyzer, Auto Insurance Savings Quiz, Cell Phones and Driving Safety Risk Estimator, Life Insurance Needs Calculator, Homeowners Insurance Quick Quote Estimate, Disaster Planning Information and Preparation Kit, Homeowners Insurance Savings Quiz, Home Protection Devices Needs Estimator, Renters Insurance quick Quote Estimate, Rent or Buy Calculator, Individual Health Insurance Quick Quote Estimates, Primer on Health Plans, Standard and Poor's Company Ratings.

"INSWEB SITE" shall mean InsWeb's world wide web site currently located at http://www.insweb.com.

"INSWEB STATIC INFORMATION" shall mean information provided by InsWeb in the area of Insurance and shall include but not be limited to: FAQs on Auto Insurance, Glossary of Auto Insurance Terms, Claim Filing Tips -- auto, FAQs on Life Insurance, Glossary of Life Insurance Terms, Claim Filing Tips -- life, FAQs on Homeowners Insurance, Glossary of Homeowners Insurance Terms, Claim Filing Tips - Homeowners, FAQs on Renters Insurance, Glossary of Renters Insurance Terms, Claim Filing Tips Renters, FAQs on Health Insurance, Glossary of Individual Health Insurance Terms, Claim Filing Tips -- Health Insurance, Insurance FAQs and Insurance Glossary.

"INTELLECTUAL PROPERTY RIGHTS" shall mean and include all intangible intellectual, proprietary and industrial property rights, and all tangible embodiments thereof wherever located, including but not limited to the following: (i) all trademarks, trade names, service marks, service names or logos, including all registrations and applications therefor; (ii) all copyrights, moral rights, and other rights in works or authorship, including all registrations and applications therefor; (iii) all patents and patent applications, patentable ideas, inventions and innovations; (iv) all know-how and trade secrets; (v) all design and code documentation, methodologies, processes, design information, formulae, engineering specifications, technical data, testing procedures, drawings and techniques and other proprietary information and material of any kind; (vi) all software programs in source code, object code and executable format, including testing software and software tools; (vii) all documentation, records, databases (including current and historical databases), designs, codes, algorithms, research records, test information, market surveys, and marketing know-how; and (viii) any and all translations of any of the foregoing.

"INTERIM CO-BRANDED APPLICATION RESPONSE" shall mean those Co-Branded pages hosted by InsWeb that present Users with a quote estimate, but not containing links to the InsWeb Application.

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"INTERNET" shall mean the collection of computer networks commonly known as the Internet, and shall include, without limitation, the World Wide Web.

"LAUNCH DATE" shall mean the date on which Yahoo makes the Yahoo Insurance Information Center available to Users.

"USER" shall mean a user of the Yahoo Properties.

"YAHOO BRAND FEATURES" shall mean all trademarks, service marks, trade names, names, logos and other distinctive brand features of Yahoo that are used in or relate to a Yahoo Property, including, without limitation, the trademarks, service marks, trade names, names and logos described in Exhibit B.

"YAHOO MAIN SITE" shall mean Yahoo's principal U.S. based directory to the World Wide Web currently located at http://www.yahoo.com.

"YAHOO'S INSURANCE INFORMATION CENTER" shall mean the Yahoo branded property to be developed by Yahoo that, subject to the terms herein, includes links to the Co-Branded Applications, Co-Branded Interactive Tool, Co-Branded Static Information, and other information relating to insurance.

"YAHOO PROPERTIES" shall mean any Yahoo branded or co-branded media properties, including, without limitation, Internet guides, developed in whole or in part by Yahoo or its Affiliates and distributed or made available by Yahoo or its Affiliates.

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EXHIBIT B

INSWEB BRAND FEATURES

InsWeb Corporation
InsWeb-Registered Trademark-
Simplifying Your Insurance Decisions-SM- Where You and Your Insurance Really Click-SM- InsWeb related logos

YAHOO BRAND FEATURES

Yahoo!
Yahoo related logos

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EXHIBIT C

A. INSWEB'S RESPONSIBILITIES:

InsWeb will deliver the InsWeb Content to Yahoo via e-mail.

B. YAHOO'S RESPONSIBILITIES:

Yahoo will distribute Yahoo's Insurance Information Center as follows:

- A text link on the front page of Yahoo Finance currently located at http://quote.yahoo.com/

- A text link on the left-hand column of the Automotive, Rental and Real Estate Classifieds portion of Yahoo! Classifieds (only if InsWeb offers content for insurance for autos, rental property, and homes).

- A text link on the front page of the Yahoo! Real Estate page currently located at http://realestate.classifieds.yahoo.com/resources/realestate.html (only if InsWeb offers home insurance).

- A text link on the front page of the Yahoo! Auto page currently located at http://autos.yahoo.com/ (only if InsWeb offers auto insurance).

- A text link in a mutually agreeable area in the health subcategory of Yahoo! Main Site.

- A text link on http://www.yahoo.com/business and economy/companies/financial services/insurance.

- A text link on http://www.yahoo.com/business and economy/finance and investments/insurance.

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EXHIBIT D

SAMPLE PAGES

[The Sample Pages shall be mutually agreed upon by the parties and attached hereto by no later than the Launch Date. The parties will work in good faith to develop mutually acceptable Sample Pages but neither party shall have any rights or obligations under this Agreement to the other party in the event that the parties fail to agree on the Sample Pages.]

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Yahoo's Bank Information:

Institution Name:                      [****]
Institution Address:                   [****]
ABA:                                   [****]
Beneficiary Name:                      [****]
Beneficiary Account Number:            [****]

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MEMO TO:    Kevin Keegan
            President, Insurance Services
            InsWeb Corporation

FROM:       Bob Reiner
            Manager, Agency Marketing
            State Farm Insurance Companies

RE:         Year 2000 Compliance

State Farm represents and warrants that it is taking reasonable measures to assure that any potential problems due to the processing of dates will not disrupt its normal business operations.

/s/ Bob Reiner
----------------------------------------
Bob Reiner

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ADDENDUM ONE
TO THE SERVICE AGREEMENT
#4727662

The undersigned parties to the Services Agreement, effective October 22, 1997, ("The Agreement") hereby agree to the following modifications of the Agreement:

WHEREAS, The parties entered into the Agreement on October 22, 1997 whereby InsWeb agreed to provide to State Farm certain services for the purpose of promoting, marketing and facilitating the sale of term life insurance on the Internet; and

WHEREAS, The parties entered into an agreement on September 15, 1997 whereby InsWeb agreed to provide to State Farm certain services for the purpose of promoting, marketing and facilitating the sale of auto insurance on the Internet; and

WHEREAS, The parties now want to combine the two agreements into a single agreement and the surviving agreement shall be that agreement entered into on September 15, 1997;

Therefore, the parties agree as follows:

Effective September 15, 1998, the Agreement, # 4727662, shall be combined with the Service Agreement, # 4718921, entered into by and between State Farm and InsWeb on September 15, 1997 and Service Agreement, #4718921, shall be modified on September 15, 1998 to add Exhibit C, Schedule of Term Life Lead Referral

Program Services and Fees/

AGREED:

STATE FARM MUTUAL AUTOMOBILE INSURANCE  INSWEB
COMPANY

By: /s/ Ann Baughan                     By: /s/ Kevin Keegan
   --------------------------------        -------------------------------------
Name: Ann Baughan                       Name: Kevin Keegan
     ------------------------------          -----------------------------------
Title: Vice Pres. - Marketing           Title: President, Insurance Services
      -----------------------------           ----------------------------------
Date: 10/14/98                          Date: 10/20/98
     ------------------------------          -----------------------------------

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SERVICES AGREEMENT

Agreement #4727662

This InsWeb Services Agreement (the "Agreement") between InsWeb, a California corporation, whose address is 1875 S. Grant Street, Suite 800, San Mateo, California 94402, and State Farm Mutual Automobile Insurance Company, an Illinois corporation, acting on its behalf and that of its Subsidiaries and Affiliates ("STATE FARM"), a company having its corporate headquarters at One State Farm Plaza, Bloomington, Illinois, 61710, shall be effective according to its terms as of the "Effective Date" (as defined on the signature page hereto). Any capitalized terms not defined in the body of this Agreement are defined in Exhibit "A" attached hereto.

WITNESSETH

WHEREAS, InsWeb has developed and operates an Internet WWW site for the purpose of promoting, marketing and facilitating the sale of insurance and financial services and products; and

WHEREAS, certain services and participation in InsWeb are requested by STATE FARM; and

WHEREAS, InsWeb has agreed to provide such services and participation in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, the parties hereby agree as follows:

1 InsWeb agrees to provide those services to STATE FARM as set forth in Exhibit A, attached hereto and incorporated herein (the "Services"). In exchange for the Services, STATE FARM shall pay to InsWeb the fees as are set forth on Exhibit A. The Set-up fee of $[****] (which is described in Exhibit A, ) is payable within thirty (30) days of the effective date of this agreement.

Bills for all other fees described in Exhibit A are due and payable by STATE FARM within thirty (30) days of the receipt by STATE FARM of an accurate invoice.

2. Each party shall keep confidential, and not use for any purpose except to perform its respective obligations pursuant to this Agreement, any proprietary, trade secret, business, trade secret, copyright, patent or other such information of the other party, or of any of its vendors, suppliers, independent contractor insurance agents or customers, which it learns as the result of carrying out its obligations thereunder ("Confidential Information"); provided, however, that Confidential Information does not include information that: (a) receiving party can demonstrate was known by receiving party prior to the disclosure thereof by disclosing party; (b) properly came into the possession of receiving party from a third party which was not under any obligation to maintain the confidentiality of such information; (c) has become part of the public domain through no act or fault on the part of the receiving party in breach of this Agreement; or (d) receiving party can demonstrate

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was independently developed by or for receiving party without the use of Confidential Information. Each party expressly further agrees that it shall return any such information and copies thereof to the other party upon completion of its duties under this Agreement, or upon the other party's request. The terms of this Section 2 shall survive the termination of this Agreement. The foregoing prohibition on non-disclosure shall not apply to the extent that disclosure of Confidential Information to proper legal and regulatory authorities is required by law or regulation. In the event the receiving party receives a request to disclose all or any part of the Confidential Information under the terms of a valid subpoena or order issued by a court of competent jurisdiction or by a governmental body, the receiving party agrees to: (a) notify the disclosing party promptly of such request; (b) provide the disclosing party with reasonable assistance in obtaining an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that the disclosing party so designates. The parties acknowledge that a breach of this Section would cause irreparable harm to the disclosing party, which would not have an adequate remedy at law, and agree that such party may seek equitable relief.

3. InsWeb represents and warrants that it has the ability and expertise to perform its responsibilities hereunder and shall perform the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INSWEB MAKES NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES, MATERIALS, OR INFORMATION PROVIDED HEREUNDER, AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

4. The parties expressly agree that the InsWeb shall be an independent contractor for all purposes in the performance of this Agreement and that none of its employees or agents shall be considered an employee of STATE FARM for any purpose.

5. The parties agree the HTML content of STATE FARM's CARRIER SCREEN and CARRIER INFORMATION shall be developed specifically for STATE FARM by InsWeb and shall be considered a "Work Made for Hire". Such content shall be the sole and absolute property of STATE FARM and STATE FARM reserves all rights of ownership, including but not limited to copyright and other proprietary rights. Except for STATE FARM's ownership of the content of the foregoing carrier screen and carrier information, the parties agree InsWeb shall acquire no ownership or intellectual property rights in the form or content of carrier screen and/or carrier information by virtue of its posting on the InsWeb Site, nor shall STATE FARM acquire any rights in the form or content of the InsWeb Site or any information posted thereon other than STATE FARM's own information.

6. a. InsWeb expressly agrees, anything herein to the contrary notwithstanding, that it shall indemnify, defend and hold STATE FARM fully harmless against any loss, damages, claims or expenses of any kind whatsoever, including costs and

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reasonable attorneys' fees, which STATE FARM shall incur to the extent caused by or arising from the negligent acts of, or negligent failure to act by InsWeb, its employees or agents in the performance of this Agreement while on STATE FARM's premises.

b. STATE FARM expressly agrees, anything herein to the contrary notwithstanding, that it shall indemnify, defend and hold InsWeb fully harmless against any loss, damages, claims or expenses of any kind whatsoever, including costs and reasonable attorneys' fees, which InsWeb shall incur to the extent caused by or arising from the negligent acts of, or negligent failure to act by STATE FARM or its employees in the performance of this Agreement while on InsWeb premises.

c. In the event of an indemnifiable event, either party shall give prompt notice of any such claim to the other party, and the indemnifying party shall have the right and obligation to control and direct the investigation, defense and settlement of each such claim. The indemnified party shall reasonably cooperate in connection with the foregoing. The rights and obligations of the parties pursuant to this Section 7 shall survive any termination or expiration of this Agreement.

7. The Term of this Agreement shall be as set forth in Exhibit A and shall be to run for an initial period of six months from date of execution. If either party neglects or fails to perform any of its material obligations under this Agreement and such failure continues for a period in excess of thirty (30) days after written notice thereof from the non-breaching party (containing a reasonably detailed statement of the alleged failure to perform), the nonbreaching party shall have the right to terminate this Agreement immediately upon further written notice to the breaching party. During any notice and cure period, both parties shall continue to be bound by all the terms and conditions of this Agreement.

8. Anything in the Agreement to the contrary notwithstanding, neither party may delegate or assign its rights or duties under the Agreement to any other entity, including an entity which affiliates or merges with or acquires such party, except when such delegation or assignment is approved in advance by the other party in writing, which approval such approving party may in its sole discretion grant or deny.

9. EXCEPT TO THE EXTENT OF ITS APPLICABLE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS 6 AND 12, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, CIRCUMSTANTIAL, OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OF ANY KIND WHATSOEVER IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF THE

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POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. FURTHER, EXCEPT TO THE EXTENT OF ITS APPLICABLE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS 6 AND 12, IN NO EVENT WHATSOEVER SHALL EITHER PARTY'S LIABILITY FOR DIRECT DAMAGES TO THE OTHER PARTY FOR ANY OTHER REASON WHATSOEVER EXCEED IN THE AGGREGATE THE SUM OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000). THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE COMPENSATION PAYABLE UNDER THIS AGREEMENT.

10. It is expressly agreed that if either party, on any occasion, fails to perform any term of this Agreement, and the other party does not enforce that term, the failure to enforce on that occasion shall not constitute a waiver of that term by the other party. A waiver of any provision of the Agreement or any right or obligations of either party hereunder shall be effective only to the extent provided to a writing signed and delivered by the party waiving compliance.

11. Anything in the Agreement to the contrary notwithstanding, under no circumstances whatsoever shall STATE FARM pay any taxes which it does not customarily pay in transactions of the nature set forth in the Agreement. Under no circumstances whatsoever shall STATE FARM be liable for any penalties, fines or other such charges incurred due to the failure of InsWeb to timely pay when due any taxes owed by it under the Agreement.

12. Anything in the Agreement to the contrary notwithstanding, each party at its own expense shall defend, indemnify and hold the other fully harmless against any action asserted against such party (and specifically including costs and reasonable attorneys' fees associated with any such action) to the extent that it is based on a claim that any materials, content or services provided by the indemnifying party under this Agreement infringe upon any patent, copyright, license or other property right or proprietary right of any third party (as used in this Section 12, a "claim of infringement"). Either party shall promptly notify the other in writing of any such claim. If as a result of any claim of infringement, the indemnified party is enjoined from using the materials, content or services, or if the indemnifying party believes that such materials, content or services are likely to become the subject of a claim of infringement, the indemnifying party at its option and expense may procure the right for the indemnified party to continue to use the materials, content or services, or replace or modify the materials, content or services so as to make such non-infringing. The rights and obligations of the parties pursuant to this Section 12 shall survive any termination or expiration of this Agreement so long as such replacement or modification shall not materially degrade the performance rendered to the indemnified party pursuant to this Agreement. a party shall not have any liability under this Section to the extent the claim of infringement is caused by the party seeking indemnification hereunder.

13. Neither party shall be liable for any delays in performance hereunder due to unforeseen circumstances beyond its control including, but not limited to, acts of nature, fire, flood,

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acts of governments, delays in transportation, and delays in delivery or inability of suppliers to deliver. In such event, this Agreement shall remain valid and the rights and obligations it sets forth shall be resumed when such party shall again be able to perform its obligations, however, in such event the parties hereby mutually agree on an outside limitation date. not in excess of sixty days. If such party is unable to resume the performance of its obligations within such period, then either party shall have the option to terminate this Agreement by so notifying the other party in writing.

14. This Agreement together with the Exhibit hereto shall be an Agreement binding upon each of the parties hereto, their successors and, to the extent permitted, their assigns. This Agreement shall be effective upon written execution by both parties. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws procedures. This Agreement cannot be amended or otherwise modified except as agreed to in writing by each of the parties hereto. This Agreement and the exhibit represent the sole Agreement between the parties and supersedes and merges any prior Agreement, oral or written between the parties with respect to the subject matter hereof, including but not limited to any letters of intent and confidentiality agreements. Any additional or different terms in the parties communications, whether acknowledgments, invoices or otherwise, are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. The headings used in this Agreement are for convenience only and shall not be considered in its interpretation.

15. [****] expressly agrees that it shall not disclose or otherwise identify [****] or any of its subsidiaries or affiliates orally or in any of [****]'s advertising, publications or other media which are displayed or disseminated to [****]'s customers or other parties. The foregoing shall not apply to (i) [****]'s including [****] as specified in this Agreement; or (ii) a one time single-issuance initial press release by
[****], subject to [****]'s advance written approval, announcing [****] under this Agreement. This section shall survive the termination or expiration of this Agreement.

16. Except as otherwise specified herein, all notices, demand or communications required hereunder shall be in writing and delivered personally, or sent either by the equivalent of U.S. certified mail, postage prepaid return receipt requested or by overnight delivery air courier (e.g., Federal Express) to the parties at their respective addresses set forth on the signature page hereto. All notices, requests, demands, or communications shall be deemed effective immediately upon the earlier of personal delivery, or four days following deposit in the mails as set forth above, or one business day following deliver tot he overnight delivery air courier in accordance with this Section. The parties may change their respective addresses for notification of five days advance written notice pursuant to the procedures set forth in this Section.

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17. Each party shall, at its own expense, comply with any applicable governmental law, statute, ordinance, administrative order, rule, or regulation relating to its business or its duties, obligations and performance under this Agreement, shall procure and maintain in force all governmental licenses and pay all fees and other charges required thereby, including but not limited to STATE FARM's obligation to obtain regulatory approval for the terms and conditions of its applications, policies, endorsements, forms and advertising, and shall cooperate to the extent reasonably necessary to enable the other party hereto to comply with applicable law or regulations, or the reasonable requirements, requests or investigations of proper regulatory authorities.

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Effective Date:

INSWEB                                  STATE FARM MUTUAL  AUTOMOBILE
                                        INSURANCE COMPANY

One State Farm Plaza Bloomington, IL 61710
INSWEB

1875 S. Grant Street
San Mateo, CA  94402

      /s/ Darrell J. Ticehurst                /s/ G. Mons Schrantz
-----------------------------------     ----------------------------------------
Signature                               Signature

        Darrell J. Ticehurst                    G. Mons Schrantz
-----------------------------------     ----------------------------------------
Printed or Typed Name                   Printed or Typed Name

        President                               Vice President - Marketing
-----------------------------------     ----------------------------------------
Title                                   Title

      October 15, 1997                        October 22, 1997
-----------------------------------     ----------------------------------------
Date                                    Date

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EXHIBIT A

[****]

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[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

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[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

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ADDENDUM THREE
TO THE SERVICE AGREEMENT
#4718921

The undersigned parties to the Services Agreement, effective September 15, 1997, ("The Agreement") hereby agree to the following modifications of the Agreement:

The deleted schedules are replaced by Exhibit A-3, Schedule of Lead Referral Program Services and Fees, which is attached hereto and incorporated herein. Exhibit A-3 shall be effective for the period beginning [****] and ending [****], unless extended by the Parties.

This Amendment shall be effective on the date the second of the two parties to sign executes this Amendment below.

AGREED:

STATE FARM MUTUAL                       INSWEB CORPORATION
AUTOMOBILE INSURANCE COMPANY            901 Marshall Street
1 State Farm Plaza                      Redwood City, CA  94063
Bloomington, IL  61710

By:      /s/ Charles R. Wright          By:      /s/ Kevin Keegan
   --------------------------------        -------------------------------------
Name:    Charles R. Wright              Name:    Kevin Keegan
     ------------------------------          -----------------------------------
Title:   Ex. V.P. Mkting.               Title:   President, Insurance Services
      -----------------------------           ----------------------------------
Date:    5/7/99                         Date:    5/6/99
     ------------------------------          -----------------------------------

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EXHIBIT A-3
SCHEDULE OF LEAD REFERRAL PROGRAM
SERVICES AND FEES

SERVICES
InsWeb will present STATE FARM information within the InsWeb site, to be used in conjunction with the promotion of an insurance quotation. When a consumer elects to send their Request For Quote form to STATE FARM, InsWeb will capture consumer data and forward to STATE FARM by e-mail for quoting. STATE FARM will develop a rate quote and convey the quote to the consumer within [****].

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[****]

[****]

Transaction Fees:
-----------------
E-mail leads:  All Products     [****] per lead billed and payable monthly.

Maintenance Fees:
-----------------
All Products combined           [****] per month, billed and payable monthly.

Other Fees
----------
Instant Quoting                 [****]

[****]

Carrier Transaction Site        Non-exclusive License to use CTS capabilities,
                                but not to source or object code, granted for
                                the term of the Agreement at [****].

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ADDENDUM TWO
TO THE SERVICE AGREEMENT
#4718921

The undersigned parties to the Services Agreement, effective September 15, 1997, ("The Agreement") hereby agree to the following modifications of the Agreement:

AGREED:

STATE FARM MUTUAL AUTOMOBILE            INSWEB
INSURANCE COMPANY

By:   /s/ Ann Baughan                   By:    /s/ Kevin Keegan
   --------------------------------        -------------------------------------
Name:  Ann Baughan                      Name:  Kevin Keegan

Title: Vice Pres. - Marketing           Title: President, Insurance Services

Date:  October 14, 1998                 Date:  October 20, 1998

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EXHIBIT A-2

[****]

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SCHEDULE B-1

[****]

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SCHEDULE C

[****]

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ADDENDUM ONE
TO THE SERVICE AGREEMENT
AGREEMENT #4718921

The undersigned parties to the InsWeb Services Agreement, effective September 15, 1997, ("The Agreement") hereby agree to the following modifications of the Agreement:

AGREED:

STATE FARM MUTUAL AUTOMOBILE            INSWEB
INSURANCE COMPANY

By:   /s/ Leon C. Maxwell               By:   /s/ Kevin Keegan
   --------------------------------        -------------------------------------
Name:  Leon C. Maxwell                  Name:  Kevin Keegan

Title:  Agency Operations VP            Title:  President, Property & Casualty

Date:  March 12, 1998                   Date:   February 25, 1997

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Exhibit A-1

[****]

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Exhibit B

[****]

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SERVICES AGREEMENT

Agreement #4718921

This InsWeb Services Agreement (the "Agreement") between InsWeb, a California corporation, whose address is 1875 S. Grant Street, Suite 800, San Mateo, California 94402, and State Farm Mutual Automobile Insurance Company, an Illinois corporation, acting on its behalf and that of its Subsidiaries and Affiliates ("STATE FARM"), a company having its corporate headquarters at One State Farm Plaza, Bloomington, Illinois, 61710, shall be effective according to its terms as of the "Effective Date" (as defined on the signature page hereto). Any capitalized terms not defined in the body of this Agreement are defined in Exhibit "A" attached hereto.

WITNESSETH

WHEREAS, InsWeb has developed and operates an Internet WWW site for the purpose of promoting, marketing and facilitating the sale of insurance and financial services and products; and

WHEREAS, certain services and participation in InsWeb are requested by
STATE FARM; and

WHEREAS, InsWeb has agreed to provide such services and participation in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, the parties hereby agree as follows:

1. InsWeb agrees to provide those services to STATE FARM as set forth in Exhibit A, attached hereto and incorporated herein (the "Services"). In exchange for the Services, STATE FARM shall pay to InsWeb the fees as are set forth on Exhibit A. The Set-up fee of $[****] and the Flat fee of $[****] (which are both described in Exhibit A, Paragraph 5) are payable within thirty (30) days of the effective date of this agreement.

Bills for all other fees described in Exhibit A are due and payable by STATE FARM within thirty (30) days of the receipt by STATE FARM of an accurate invoice.

2. Each party shall keep confidential, and not use for any purpose except to perform its respective obligations pursuant to this Agreement, any proprietary, trade secret, business, trade secret, copyright, patent or other such information of the other party, or of any of its vendors, suppliers, independent contractor insurance agents or customers, which it learns as the result of carrying out its obligations thereunder ("Confidential Information"); provided, however, that Confidential Information does not include information that: (a) receiving party can demonstrate was known by receiving party prior to the disclosure thereof by disclosing party; (b) properly came into the possession of receiving party from a third party which was not under any obligation to maintain the confidentiality of such information; (c) has become part of the public domain through no act or fault on the part of the receiving party in breach of this Agreement; or (d) receiving party can demonstrate was independently developed by or for

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receiving party without the use of Confidential Information. Each party expressly further agrees that it shall return any such information and copies thereof to the other party upon completion of its duties under this Agreement, or upon the other party's request. The terms of this Section 2 shall survive the termination of this Agreement. The foregoing prohibition on non-disclosure shall not apply to the extent that disclosure of Confidential Information to proper legal and regulatory authorities is required by law or regulation. In the event the receiving party receives a request to disclose all or any part of the Confidential Information under the terms of a valid subpoena or order issued by a court of competent jurisdiction or by a governmental body, the receiving party agrees to: (a) notify the disclosing party promptly of such request; (b) provide the disclosing party with reasonable assistance in obtaining an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that the disclosing party so designates. The parties acknowledge that a breach of this Section would cause irreparable harm to the disclosing party, which would not have an adequate remedy at law, and agree that such party may seek equitable relief.

3. InsWeb represents and warrants that it has the ability and expertise to perform its responsibilities hereunder and shall perform the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, INSWEB MAKES NO OTHER WARRANTIES EITHER EXPRESS OR IMPLIED, AS TO THE SERVICES, MATERIALS, OR INFORMATION PROVIDED HEREUNDER, AND HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

4. The parties expressly agree that the InsWeb shall be an independent contractor for all purposes in the performance of this Agreement and that none of its employees or agents shall be considered an employee of STATE FARM for any purpose.

5. The parties agree the HTML content of STATE FARM's CARRIER SCREEN and CARRIER INFORMATION shall be developed specifically for STATE FARM by InsWeb and shall be considered a "Work Made for Hire". Such content shall be the sole and absolute property of STATE FARM and STATE FARM reserves all rights of ownership, including but not limited to copyright and other proprietary rights. Except for STATE FARM's ownership of the content of the foregoing carrier screen and carrier information, the parties agree InsWeb shall acquire no ownership or intellectual property rights in the form or content of carrier screen and/or carrier information by virtue of its posting on the InsWeb Site, nor shall STATE FARM acquire any rights in the form or content of the InsWeb Site or any information posted thereon other than STATE FARM's own information.

6. a. InsWeb expressly agrees, anything herein to the contrary notwithstanding, that it shall indemnify, defend and hold STATE FARM fully harmless against any loss, damages, claims or expenses of any kind whatsoever, including costs and reasonable attorneys' fees, which STATE FARM shall incur to the extent caused by or arising from the negligent acts of, or negligent failure to act by InsWeb, its employees or agents in the performance of this Agreement while on STATE FARM's premises.

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(b) STATE FARM expressly agrees, anything herein to the contrary notwithstanding, that it shall indemnify, defend and hold InsWeb fully harmless against any loss, damages, claims or expenses of any kind whatsoever, including costs and reasonable attorney's fees, which InsWeb shall incur to the extent caused by or arising from the negligent acts of, or negligent failure to act by STATE FARM or its employees in the performance of this Agreement while on InsWeb premises.

(c) In the event of an indemnifiable event, either party shall give prompt notice of any such claim to the other party, and the indemnifying party shall have the right and obligation to control and direct the investigation, defense and settlement of each such claim. The indemnified party shall reasonably cooperate in connection with the foregoing. The rights and obligations of the parties pursuant to this Section 7 shall survive any termination or expiration of this Agreement.

7. The Term of this Agreement shall be as set forth in Exhibit A and shall be to run for an initial period of six months from date of execution. If either party neglects or fails to perform any of its material obligations under this Agreement and such failure continues for a period in excess of thirty (30) days after written notice thereof from the non-breaching party (containing a reasonably detailed statement of the alleged failure to perform), the nonbreaching party shall have the right to terminate this Agreement immediately upon further ,written notice to the breaching party. During any notice and cure period, both parties shall continue to be bound by all the terms and conditions of this Agreement.

8. Anything in the Agreement to the contrary notwithstanding, neither party may delegate or assign its rights or duties under the Agreement to any other entity, including an entity which affiliates or merges with or acquires such party, except when such delegation or assignment is approved in advance by the other party in writing, which approval such approving party may in its sole discretion grant or deny.

9. EXCEPT TO THE EXTENT OF ITS APPLICABLE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS 6 AND 12, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, CIRCUMSTANTIAL, OR INCIDENTAL DAMAGES, LOSS OF PROFITS OR REVENUE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OF ANY KIND WHATSOEVER IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. FURTHER, EXCEPT TO THE EXTENT OF ITS APPLICABLE INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTIONS 6 AND 12, IN NO EVENT WHATSOEVER SHALL EITHER PARTY'S LIABILITY FOR DIRECT DAMAGES TO THE OTHER PARTY FOR ANY OTHER REASON WHATSOEVER EXCEED IN THE AGGREGATE THE SUM OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00).

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY

THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO THE COMPENSATION PAYABLE UNDER THIS AGREEMENT.

10. It is expressly agreed that if either party, on any occasion, fails to perform any term of this Agreement, and the other party does not enforce that term, the failure to enforce on that occasion shall not constitute a waiver of that term by the other party. A waiver of any provision of the Agreement or any right or obligations of either party hereunder shall be effective only to the extent provided to a writing signed and delivered by the party waiving compliance.

11. Anything in the Agreement to the contrary notwithstanding, under no circumstances whatsoever shall STATE FARM pay any taxes which it does not customarily pay in transactions of the nature set forth in the Agreement. Under no circumstances whatsoever shall STATE FARM be liable for any penalties, fines or other such charges incurred due to the failure of InsWeb to timely pay when due any taxes owed by it under the Agreement.

12. Anything in the Agreement to the contrary notwithstanding, each party at its own expense shall defend, indemnify and hold the other fully harmless against any action asserted against such party (and specifically including costs and reasonable attorney's fees associated with any such action) to the extent that it is based on a claim that any materials, content or services provided by the indemnifying party under this Agreement infringe upon any patent, copyright, license or other property right or proprietary right of any third party (as used in this Section 12, a "claim of infringement"). Either party shall promptly notify the other in writing of any such claim. If as a result of any claim of infringement, the indemnified party is enjoined from using the materials, content or services, or if the indemnifying party believes that such materials, content or services are likely to become the subject of a claim of infringement, the indemnifying party at its option and expense may procure the right for the indemnified party to continue to use the materials, content or services, or replace or modify the materials, content or services so as to make such non-infringing. The rights and obligations of the parties pursuant to this
Section 12 shall survive any termination or expiration of this Agreement so long as such replacement or modification shall not materially degrade the performance rendered to the indemnified party pursuant to this Agreement. A party shall not have any liability under this Section to the extent the claim of infringement is caused by the party seeking indemnification hereunder.

13. Neither party shall be liable for any delays in performance hereunder due to unforeseen circumstances beyond its control including, but not limited to, acts of nature, fire, flood, acts of governments, delays in transportation, and delays in delivery or inability of suppliers to deliver. In such event, this Agreement shall remain valid and the rights and obligations it sets forth shall be resumed when such party shall again be able to perform its obligations, however, in such event the parties hereby mutually agree on an outside limitation date not in excess of sixty days. If such party is unable to resume the performance of its obligations within such period, then either party shall have the option to terminate this Agreement by so notifying the other party in writing.

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY

14. This Agreement together with the Exhibit hereto shall be an Agreement binding upon each of the parties hereto, their successors and, to the extent permitted, their assigns. This Agreement shall be effective upon written execution by both parties. This Agreement shall be governed by the laws of the State of Illinois without regard to its conflict of laws procedures. This Agreement cannot be amended or otherwise modified except as agreed to in writing by each of the parties hereto. This Agreement and the exhibit represent the sole Agreement between the parties and supersedes and merges any prior Agreement, oral or written between the parties with respect to the subject matter hereof, including but not limited to any letters of intent and confidentiality agreements. Any additional or different terms in the parties communications, whether acknowledgments, invoices or otherwise, are hereby deemed to be material alterations and notice of objection to them and rejection of them is hereby given. The headings used in this Agreement are for convenience only and shall not be considered in its interpretation.

15. [****] expressly agrees that it shall not disclose or otherwise identify [****] or any of its subsidiaries or affiliates orally or in any of
[****]'s advertising, publications or other media which are displayed or disseminated to [****]'s customers or other parties. The foregoing shall not apply to (i) [****]'s including [****] as specified in this Agreement; or
(ii) a one time single-issuance initial press release by [****], subject to
[****]'s advance written approval, announcing [****] under this Agreement. This section shall survive the termination or expiration of this Agreement.

16. Except as otherwise specified herein, all notices, demand or communications required hereunder shall be in writing and delivered personally, or sent either by the equivalent of U.S. certified mail, postage prepaid return receipt requested or by overnight delivery air courier (e.g., Federal Express) to the parties at their respective addresses set forth on the signature page hereto. All notices, requests, demands, or communications shall be deemed effective immediately upon the earlier of personal delivery, or four days following deposit in the mails as set forth above, or one business day following deliver to the overnight delivery air courier in accordance with this Section. The parties may change their respective addresses for notification of five days advance written notice pursuant to the procedures set forth in this Section.

17. Each party shall, at its own expense, comply with any applicable governmental law, statute, ordinance, administrative order, rule, or regulation relating to its business or its duties, obligations and performance under this Agreement, shall procure and maintain in force all governmental licenses and pay all fees and other charges required thereby, including but not limited to STATE FARM's obligation to obtain regulatory approval for the terms and conditions of its applications, policies, endorsements, forms and advertising, and shall cooperate to the extent reasonably necessary to enable the other party hereto to comply with applicable law or regulations, or the reasonable requirements, requests or investigations of proper regulatory authorities.

IN WITNESS WHEREOF, InsWeb and STATE FARM have caused this Agreement to be executed by their respective, duly authorized officers. This Agreement shall become binding

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

Effective Date:

INSWEB                                  STATE FARM MUTUAL AUTOMOBILE INSURANCE
1875 S. Grant Street                    COMPANY
San Mateo, CA 94402                     One State Farm Plaza
                                        Bloomington, IL  61710

 /s/ Hussein A. Enan                     /s/ Ann Baughan
-----------------------------------     ----------------------------------------
Signature                               Signature

Hussein A. Enan                         Ann Baughan
-----------------------------------     ----------------------------------------
Printed or Typed Name                   Printed or Typed Name

Chairman & CEO                          Asst. Vice Pres. - Marketing
--------------------------------------- -----------------------------
Title                                   Title

August 15, 1997                         August 23, 1997
--------------------------------------- ----------------
Date                                    Date

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.

CONFIDENTIAL TREATMENT REQUESTED -- EDITED COPY

EXHIBIT A

[****]

[****] Confidential Treatment Requested. The confidential portions have been filed separately with the Securities & Exchange Commission.