Services Agreement - Quotesmith Corp. and Intuit Insurance Services Inc.


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THIS EXHIBIT AND APPROPRIATE
SECTIONS WHERE TEXT HAS BEEN OMITTED ARE NOTED WITH ('** THIS PORTION HAS BEEN
REDACTED FOR CONFIDENTIAL TREATMENT****').  AN UNREDACTED VERSION OF THIS
DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


                               SERVICES AGREEMENT

        This Services Agreement ('Agreement') is made as of this 9th day of
September, 1998 by and between Quotesmith Corporation, a Delaware corporation
('Quotesmith'), having its principal place of business at 8205 South Cass
Avenue, Suite 102, Darien Illinois 60561, and Intuit Insurance Services, Inc., a
Virginia corporation ('IIS'), having its principal place of business at 500
Montgomery Street, Fifth Floor, Alexandria, Virginia 22314.

                               W I T N E S S E T H

        WHEREAS, Quotesmith has developed and maintains certain insurance
quotation extraction software and related insurance quotation information files
and provides its customers with instantaneous insurance quotations from
approximately 350 insurance companies over the Internet and related insurance
application processing and brokerage services; and

        WHEREAS, IIS desires to utilize, license and operate on a
non-transferable, non-exclusive basis on the terms set forth herein certain of
Quotesmith's extraction software and related insurance quotation information
files so that IIS (or its affiliates) may publish instant insurance quotations
on the Internet derived from such software and information files and facilitate
a consumer's request to obtain insurance applications from Quotesmith through
IIS' (or its affiliates) Internet-based services (which services, as currently
made available through its main Internet site/functionality and other online
channels such as AOL, are branded as Quicken InsureMarket and referred to herein
as 'QIM'), and to obtain other insurance related services from Quotesmith.

        NOW THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

        1. Definitions. Capitalized terms used herein shall have the following
meanings:

        'Application' means a completed final application for insurance coverage
submitted by a person who has previously initiated and transmitted a related
Request for Application (defined below) through QIM to Quotesmith.



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        'Authorized Site(s)' means the location(s) of IIS' principal office in
Alexandria, Virginia, and such other sites as may used by IIS in the future to
support its Internet insurance services, e.g., development, testing, staging and
'hot' back-up sites. IIS will identify the location(s) of the Authorized Site(s)
in writing, which list may be added to or changed only upon thirty (30) days
prior written notice by IIS to Quotesmith. At the date of signing this
Agreement, IIS' only Authorized Site is its principal office in Alexandria,
Virginia.

        'Quotesmith Licensed Data Files' means the insurance rate data files
described SCHEDULE 1 attached hereto, as updated from time to time by
Quotesmith.

        'Quotesmith Licensed Extraction Programs' means Quotesmith's computer
software programs files described SCHEDULE 1 attached hereto that interpret
consumer responses to standard underwriting and rating questions in order to
generate and present policy premium quotations using the rate information
contained in the Quotesmith Licensed Data Files.

        'Quotesmith  Licensed Software' means the Quotesmith Licensed Data Files
and the Quotesmith Licensed Extraction Programs.

        'Request for Application' or 'RFA' means the policy application
information transmitted by a person to Quotesmith for processing after such
person has received a quote for an insurance product available through
Quotesmith using a means provided by IIS or its affiliates to generate Requests
for Applications, including without limitation, through QIM or other Internet
sites and through telephonic requests for applications from prospective
applicants if a phone number for Quotesmith is published by IIS. The format of
and information to be contained in Requests for Applications processed through
IIS and its affiliates, and the manner of forwarding the same to Quotesmith, is
set forth on SCHEDULE 2 attached hereto.

        2. License.

        (a) Quotesmith grants to IIS, during the term of this Agreement and
subject to the terms and conditions of this Agreement, a non-exclusive and
non-transferable license to utilize the Quotesmith Licensed Software at the
Authorized Site(s) in order to generate and publish on-line insurance product
premium quotations to QIM site visitors and visitors to any other Internet sites
used by IIS or its affiliates, including OEM arrangements whereby QIM (whether
under its own brand name or a third party's name) is linked to Internet sites
owned by third parties, provided and on the condition that any Requests for
Applications for insurance products for which quotes were provided using the
Quotesmith Licensed Software shall be forwarded to Quotesmith for processing
pursuant to this Agreement. Pursuant to such license, Quotesmith shall ensure
that the Quotesmith Licensed Software (i) is made available to IIS as
contemplated by this Agreement and (ii) meet the specifications set forth on
SCHEDULE 1 attached hereto.

        (b) Upon the execution and delivery of this Agreement, Quotesmith shall
deliver to 



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IIS one (1) copy of the source and object code for the Quotesmith Licensed
Software , as well as any documentation with respect thereto, for use by IIS at
the Authorized Site(s) as provided in this Agreement. IIS and its affiliates
shall have the right to make a reasonable number of copies of and use the
Quotesmith Licensed Software, as well as the right to modify, alter or merge the
Quotesmith Licensed Software or portions thereof with other insurance products
marketed by IIS or any of its affiliates, in support of their insurance product
marketing, promotion and distribution activities.

        (c) IIS is responsible for installing and operating the Quotesmith
Licensed Software on hardware located at the Authorized Site(s), including the
costs of obtaining and operating all hardware required to operate the Quotesmith
Licensed Software as well as the costs for IIS personnel to effect such
installation. Quotesmith shall make its personnel available to IIS for
consultation to the extent such availability does not unduly interfere with the
normal operations of Quotesmith, provided that IIS will reimburse Quotesmith for
the reasonable travel, meal lodging and other out-of-pocket costs of Quotesmith
employees visiting IIS locations to assist in such installation. If Quotesmith
reasonably determines that the time demands of IIS on Quotesmith personnel
pursuant to this Section 2(c) are unexpectedly significant, the parties agree to
make appropriate arrangements for cost-sharing by IIS.

        (d) Without limiting the terms of SCHEDULE 1, Quotesmith shall make
available to IIS, on a schedule and in a manner acceptable to both parties (but
no less often than Quotesmith updates its data files for its own use or for the
use of third parties), updated information for the Quotesmith Licensed Data
Files (including, without limitation, policy pricing, coverage and independent
rating information). Quotesmith shall provide IIS with written notification of
the availability of such updates, and IIS shall bear responsibility for the
costs of transmitting such information to the Authorized Site(s).

        3. Publication of Quotesmith Information; IIS Interface Design.

        (a) IIS shall determine its utilization of the Quotesmith Licensed
Software and Quotesmith's processing services, including but not limited to the
quotes to be displayed, the method and order of their display, those products
quoted by Quotesmith on QIM for which Request for Application functionality will
be made available, and the manner in which Quotesmith's information will be
integrated with existing and future QIM products and functionality.

        (b) IIS will be responsible for designing and installing, at IIS'
expense, any 'front-end' interface that is required to access the Quotesmith
Licensed Data Files in order to generate and publish premium quotations on QIM
(the 'IIS Interface'). Quotesmith shall make its personnel available to IIS for
consultation regarding the development and installation of the IIS Interface to
the extent such availability does not unduly interfere with the normal
operations of Quotesmith, provided that IIS will reimburse Quotesmith for the
reasonable travel, meal, lodging 



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and other out-of-pocket costs of Quotesmith employees visiting IIS locations to
assist in such development and installation. If Quotesmith reasonably determines
that the time demands of IIS on Quotesmith personnel pursuant to this Section 3
are unexpectedly significant, the parties agree to make appropriate arrangements
for cost-sharing by IIS.

        4. Processing of Insurance Applications.

        (a) IIS shall cause (and shall cause IIS affiliates and all other third
parties who may publish quotations generated through the Quotesmith Licensed
Software licensed by IIS) any Requests for Applications or other inquiries
originating from quotations generated through or based upon the Quotesmith
Licensed Software (including, without limitation, non-online means such as
telephone or written communications) to be transmitted to Quotesmith for
processing as contemplated by this Agreement. IIS shall be responsible for
implementing the functionality on QIM necessary to support the collection of
information in, and the transmittal of, any Requests for Application to
Quotesmith.

        (b) Upon its receipt of Requests for Applications, Quotesmith shall be
responsible for (i) accepting and processing such Requests for Applications in
accordance with applicable law and insurer procedures, (ii) transmitting,
preparing and reviewing Applications, and (iii) generally providing high quality
customer service and insurance agency and brokerage services to applicants, such
as establishing contact with applicants, providing information and forms,
providing assistance in completing Applications, processing Applications and
obtaining or providing any required notices or acknowledgments, following-up on
unreturned Applications and otherwise working with applicants and insurance
carriers to cause policies to be delivered, paid for and go in-force). In this
respect, IIS and Quotesmith will develop mutually agreed upon procedures that
will facilitate the efficient and effective transfer of QIM visitor calls from
IIS' customer service operations to Quotesmith's customer service operations.

        (c) A designee of Quotesmith, which until further notice shall be Robert
Bland, shall be the agent of record with respect to all Applications. Quotesmith
shall provide IIS with advance written notice of any change in its designated
agent in sufficient time for IIS to make any changes to its Internet sites that
may be caused by such change. Quotesmith will also provide IIS with copies of
any communications it or its designees receive from insurance regulators
relating to inquiries or investigations of Quotesmith's activities that could
affect its performance of this Agreement (such as those relating to Quotesmith's
advertising on the Internet, or any licenses or carrier appointments required to
provide online quotations). Quotesmith will provide IIS with an adequate
opportunity to review and provide comments to Quotesmith on such investigations
or inquiry before Quotesmith responds and, in any event, will not refer to IIS,
Intuit or QIM directly or indirectly without IIS' advance written approval.

        (d) IIS permits Internet site visitors to provide information in order
to use QIM's site functionality and tools and, at such visitor's election, to
transmit selected information to an 



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insurance carrier or agent using such QIM functionality. Subject to any
restrictions under applicable law, nothing in this Agreement shall prevent IIS
or affiliates from using information obtained from any site visitors for
research, marketing and other purposes. Notwithstanding the foregoing and to the
extent Quotesmith notifies IIS in writing from time to time using an agreed upon
method that a site visitor who transmitted a Request for Application to
Quotesmith has purchased an insurance product through Quotesmith (a 'Quotesmith
Policyholder'), IIS shall not (1) target, directly solicit and specifically
refer a Quotesmith Policyholder to another carrier regarding the same type of
insurance product purchased by such person through Quotesmith, or (2) soliciting
a Quotesmith Policyholder to visit QIM for the purpose of purchasing the same
type of insurance product already purchased by such person from Quotesmith,
unless such person in either circumstance requests to change carriers or
independently indicates an interest in another carrier's products. Nothing in
this Agreement shall prevent IIS from making general announcements to report QIM
enhancements and encourage persons to visit its Internet sites.

        5. Compensation.

        (a) Quotesmith (or its designated agent) shall be exclusively entitled
to collect all sales commissions (and/or other sales-related payments or fees
without regarding to how they are termed or characterized) from insurance
carriers with respect to those insurance policies which are delivered, paid for
and go in-force as a result of a Request for Application having been transmitted
to Quotesmith by IIS or its affiliate (each, a 'Policy'). Quotesmith shall
internally code all such applicants and policyholders as having been originated
through IIS or any IIS affiliate in Quotesmith's computerized customer lead
source tracking systems.

        (b) ** This portion has been redacted for confidential treatment****,
Quotesmith shall pay to IIS or its designee, on a monthly basis within twenty
days after the end of each calendar month, ** This portion has been redacted for
confidential treatment**** A corresponding detailed report describing amounts
owed to IIS or its designee shall accompany such payment. ** This portion has
been redacted for confidential treatment**** A illustrative payment calculation
is attached hereto as SCHEDULE 3. ** This portion has been redacted for
confidential treatment****

        (c) Quotesmith shall maintain complete books and records relating to any
and all amounts owed or due to IIS hereunder (the 'Records'). Upon 30 days
advance written notice, IIS may audit the Records during normal business hours
at Quotesmith's principal office. Quotesmith shall reasonably cooperate in any
such audit, provided that any interference with Quotesmith's operations shall be
minimized. Any such audit may be conducted no more frequently than once every
six months and, in any case, not later than one year after the Agreement's
expiration or termination. IIS may make and retain copies of any Records, and
shall provide a written report to Quotesmith reflecting the audit's conclusions
and findings if IIS claims to have been underpaid. IIS shall bear the expenses
of any audit unless Quotesmith has underpaid IIS by more than five percent for
the period of time audited, in which case Quotesmith 



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shall reimburse IIS for its reasonable out-of-pocket audit costs (which shall
not include any salary expenses for IIS employees conducting such audit) and
promptly pay IIS the amount of any underpayment plus interest on such amount at
the prime lending rate announced from time to time in the Wall Street Journal
(or any successor publication thereto).

        (d) IIS shall provide Quotesmith with monthly reports on QIM site
activity relating to Quotesmith's presence on QIM. Quotesmith will provide IIS
with weekly reports on the status of Requests for Applications being processed
by Quotesmith.

        6. Licensing Restrictions.

        Notwithstanding reference herein to the non-exclusive nature of the
license granted herein, Quotesmith agrees that it shall not license, sell,
provide or otherwise transfer or share the Quotesmith Licensed Software, or any
portion or update thereof, with any entity identified on SCHEDULE 4 attached
hereto (the 'Restricted Companies'); provided, however, that (i) the
restrictions of this Section 6 shall lapse upon ** This portion has been
redacted for confidential treatment**** and (ii) the restrictions of this
Section 6 shall lapse as to any entity identified on SCHEDULE 4 ** This portion
has been redacted for confidential treatment****

        7. Representations and Warranties; LIMITATION OF LIABILITY.

        (a) Each party hereto represents and warrants to the other that: (i) the
execution, delivery and performance of this Agreement by such party shall not
conflict with or result in any breach of, or constitute a default under, any
material agreement, instrument or undertaking to which it is a party or by which
any of its property is bound; and (ii) it has the corporate power to make and
carry out the terms of this Agreement and it has taken, and shall take, all
actions, corporate or otherwise, necessary or advisable to authorize the
execution, delivery and performance of, and to perform, its respective
obligations under this Agreement.

        (b) Quotesmith represents and warrants to IIS that: (i) the Quotesmith
Licensed Software (including any portion thereof) as provided to IIS does not
infringe upon any U.S. patent, copyright, trademark or other intellectual
property rights of any third party, and there is no litigation, arbitration or
other proceeding or claim pending or, to Quotesmith's knowledge, threatened with
respect thereto; and (ii) Quotesmith (and its designated agents) possess, and
shall possess during the term of this Agreement, all applicable governmental and
private (e.g., insurer) licenses, appointments, authorizations permits and
qualifications necessary relating to its conduct of the activities contemplated
by this Agreement and comply with all applicable laws and regulations.

        (c) Quotesmith shall use its best commercial efforts, consistent with
past practices, to maintain the proper operation of the Quotesmith Licensed
Extraction Programs and the accuracy of the information contained in Quotesmith
Licensed Data Files. In no event shall Quotesmith 



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be responsible for the publication of inaccurate premium quotations published by
IIS, its affiliates or any third party who receives quotations by or through IIS
to the extent that such inaccuracy is caused by the modification of the
Quotesmith Licensed Software by any person other than Quotesmith (or its agents
or subcontractors). The parties agree to qualify published quotations with
cautionary notices in a form and substance reasonably acceptable to Quotesmith
and IIS.

        (d) EXCEPT AS EXPRESSLY STATED HEREIN, NEITHER PARTY HERETO MAKES ANY
OTHER REPRESENTATION OR WARRANTY AND HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES RELATING TO QUALITY,
PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

        (e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY BUT SUBJECT TO THEIR
INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 HEREIN, UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OF THE OTHER PARTY OR ANY THIRD
PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

        (f) Each party hereto shall at all times during the term of this
Agreement provide and maintain insurance with the following limits: General
Liability (including contractual liability), $1,000,000 limit per occurrence;
Electronic Data Processing Errors and Omissions Liability, $1,000,000 limit per
claim; and Insurance Agent Errors and Omissions Liability, $1,000,000 limit per
claim. All such insurance shall be with a company with a minimum A.M. Best's
rating of (B++, VII). Each party shall provide the other party with certificates
evidencing the foregoing insurance coverages prior to the execution of this
Agreement, and from time to time as requested by the other party during the term
hereof. Failure to maintain the foregoing insurance shall not relieve a party of
its indemnification obligations pursuant to this Agreement.

        8. Protection of Proprietary Rights.

        (a) During the Term, either party may disclose to the other party
certain confidential information orally, in writing or through facility visits
or may have access to certain confidential information of the other party, which
information may include, but is not limited to, computer source code and
architecture; financial information or projections; lists of and information
about agents, vendors, suppliers and, subject to any other provisions of this
Agreement, site visitors and customers; specifications and uses of products and
services; product research; sales, marketing and strategic plans and forecasts;
product and availability information (e.g., launch and release dates, product
development plans, and new or improved features); and information otherwise
defined and maintained as 'trade secrets' under applicable trade secrets law
(collectively, 'Confidential Information'); provided, however, that Confidential
Information 



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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 known to be under any obligation to maintain the confidentiality of such
information; (c) is or 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 receiving
party without the use of Confidential Information.

        (b) The receiving party (i) will maintain and protect the
confidentiality of such Confidential Information and not disclose such to any
third party nor use it in any way not contemplated by this Agreement, (ii) will
formulate and adopt appropriate safeguards in light of its own operating
activities as is necessary to ensure protection of the confidentiality of such
information, and (iii) may disclose the Confidential Information only to its
employees who require access in performance of work for and on behalf of it,
provided that such disclosure shall be made only after the employee to whom such
disclosure is to be made has been advised of the confidential nature of such
information, and has agreed to maintain its confidentiality.

        (c) The receiving party shall not make any copies of any of the
disclosing party's Confidential Information, except as reasonably required to
perform this Agreement, and shall return (or purge or destroy, in those cases
where it is not technologically feasible to return such information) any such
Confidential Information including, without limitation, those portions of notes,
memoranda, electronic media, records, plans, sketches or other documents
containing the disclosing party's Confidential Information within thirty days
after the termination or expiration of this Agreement. The foregoing prohibition
on 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 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; and (b) cooperate with the disclosing party's efforts to seek a
protective order or other judicial relief.

        (d) To the extent that the Confidential Information is a copyrighted or
trademarked work of the disclosing party, the receiving party shall, as
reasonably directed by disclosing party, maintain all applicable copyright
notices, trademarks, and proprietary legends on such Confidential Information
and all copies thereof.

        (e) Except as otherwise contemplated or permitted by this Agreement, IIS
shall not:

               (i) copy the Quotesmith Licensed Software;

               (ii) modify or alter the Quotesmith Licensed Software in any way,
or merge it with another product; or



                                       8





               (iii) sell, lease, sublicense, or otherwise distribute the
Quotesmith Licensed Software to any other person, firm or 
entity.

        (f) Nothing in this Agreement precludes IIS from developing its own
rating and quoting engines or databases so long as it does not violate its
confidentiality obligations herein.

        9. Indemnification.

        (a) IIS shall indemnify, defend, and hold Quotesmith and its officers,
directors and shareholders, and their respective heirs, executors, personal
representatives, successors and permitted assigns, harmless from and against any
and all costs, expenses, losses, damages, fines, penalties or liabilities
(including without limitation reasonable attorneys' fees, but not including the
special, indirect, incidental or consequential damages of such third party, such
as lost profits) (collectively 'Losses') resulting from any claim made by a
third party incurred by any of such indemnified parties with respect to, in
connection with, arising from, or alleged to result from, arise out of, or in
connection with any breach of any representation, warranty or covenant set forth
in this Agreement by IIS or its affiliates, except to the extent such Losses are
caused by the negligence or willful misconduct by Quotesmith or its designated
agents in their performance of this Agreement.

        (b) Quotesmith shall indemnify, defend, and hold IIS, its affiliates and
the respective officers, directors and shareholders thereof, and their
respective heirs, executors, personal representatives, successors and permitted
assigns, harmless from and against any and all Losses resulting from any claim
made by a third party incurred by any of such indemnified parties with respect
to, in connection with, arising from, or alleged to result from, arise out of,
or in connection with any breach of any representation, warranty or covenant set
forth in this Agreement by Quotesmith or its designated agents, except to the
extent that such Losses are caused by the negligence or willful misconduct by
IIS or its affiliates in their performance of this Agreement.

        (c) Each party (the 'indemnifying party') shall indemnify, defend, and
hold the other party, its affiliates, and its and their directors, officers,
attorneys, agents, employees and representatives (the 'indemnified party')
harmless from and against any and all Losses resulting from any claim made by a
third party of an infringement of such third party's U.S. patent, copyright,
trademark or other intellectual property rights asserted against the indemnified
party to the extent caused by the indemnifying party in the course its
performance of this Agreement. In the event of such a claim, the indemnifying
party may at its option and sole expense: (i) procure for the indemnified party
the right to continue to perform this Agreement without the claimed
infringement, or (ii) take actions to eliminate any claimed infringement so long
as such actions do not degrade the indemnifying party's performance of the
Agreement. If such infringement cannot be reasonably settled, corrected or
avoided within thirty days of the receipt 



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CONFIDENTIAL TREATMENT REQUESTED



of the claim, the indemnified party may terminate this Agreement pursuant to
Section 10(c) hereof.

        (d) Any party claiming a right to indemnification pursuant to this
Agreement shall give written notice to the indemnifying party promptly following
its receipt of any claim covered by Sections 9(a), 9(b) or 9(c). The
indemnifying party shall have the right to control and direct the investigation,
defense and settlement of such claim; provided, however, that the failure of the
indemnified party to provide timely notice shall only relieve the indemnifying
party from its obligations hereunder to the extent that such late notice
prejudiced its defense or resulted in increased Losses. The indemnified party
shall reasonably cooperate with the indemnifying party in connection with the
foregoing, at the expense of the indemnifying party. The indemnified party has
the right to review and approve any counsel selected by the indemnifying party
to defend the indemnified party and the terms and conditions of any settlement
affecting the indemnified party entered into pursuant to Sections 9(a), 9(b) or
9(c), which approval shall not be unreasonably withheld.

        10. Term; Termination.

        (a) This Agreement shall commence and be effective on the date hereof
and, unless earlier terminated in accordance with the terms of this Agreement,
shall continue until the third (3rd) annual anniversary of the date hereof.

        (b) Each of Quotesmith and IIS agrees to exert its commercially
reasonable efforts so that IIS can begin providing instant quotes on QIM in as
short a time as the capabilities and technologies of each party will allow

        (c) Upon the occurrence of any of the following events of default, after
giving written notice to the defaulting party and following the expiration of
the cure period set forth below in this Section 10(c), the non-defaulting party
may declare the defaulting party to be in breach of this Agreement and may
terminate this Agreement: (i) the failure of the defaulting party substantially
to perform or comply with any material provision of this Agreement; (ii) the
admission in writing by the defaulting party of its inability to pay its debts
as they mature, or the making by the defaulting party of an assignment for the
benefit of creditors; or (iii) the filing of a petition under any bankruptcy
act, receivership statute or like law or statute by the defaulting party, or the
making of an application for a receiver by the defaulting party, where such
petition or application is not dismissed or otherwise favorably resolved within
60 days. Upon receipt of a notice of default containing a reasonably detailed
statement of the alleged default, the defaulting party shall have a period of 45
days in which to cure the alleged default. If the alleged default has not been
cured during such 45-day period, then the non-defaulting party may terminate
this Agreement immediately following expiration of the foregoing cure period
upon further written notice to the defaulting party. During any notice and cure
period, both parties shall continue to be bound by all the terms and conditions
of this Agreement.



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CONFIDENTIAL TREATMENT REQUESTED



        (d) Upon termination of this Agreement for any reason or its expiration,
IIS shall immediately begin taking steps to cease using any and all Quotesmith
Licensed Software and, within forty five (45) days after such termination or
expiration, shall have ceased such use and shall return to Quotesmith or
destroy, at IIS' expense, and make no further use of, all copies of the
Quotesmith Licensed Software in IIS' possession or control. Upon request, (1)
IIS shall certify, in writing, to Quotesmith as to the return or destruction of
all copies in whatever media of the Quotesmith Licensed Software (including,
without limitation, all source and object code and documentation), and (2) each
party shall certify, in writing, to the other as to the return or destruction of
the requesting party's Confidential Information.

        (e) Termination of this Agreement through any means for any reason shall
not relieve either party of any obligation accrued prior to such termination and
shall be without prejudice to the rights and remedies with respect to default or
breach of this Agreement prior to termination, and each party's rights to unpaid
compensation and reimbursement hereunder shall survive such termination. In
addition, the following provisions shall survive any termination of this
Agreement in accordance with their respective terms:
Sections 1, 5, 7, 8, 9 10, and 11.

        11. Miscellaneous.

        (a) The parties agree that neither party shall (i) disclose the
transactions or relationships contemplated hereby, except as may be necessary in
connection with a request by a governmental agency, regulatory or supervisory
authority or court or as required by law, (ii) use in advertising or publicity
the name of the other party hereto, or any partner or employee of the other
party hereto or any of its respective affiliates, or any trade name, trademark,
service mark, symbol or other identification owned by the other party hereto or
any of its respective affiliates, or (iii) represent, directly or indirectly,
that any product, service or activity provided to the other party has been
approved or endorsed by the other party, in any of the foregoing cases without
the prior written consent of the other party.

        (b) The parties agree that it is impossible to measure in money IIS'
damages by reason of a failure of Quotesmith to abide by the restrictions of
Section 6 of this Agreement, or Quotesmith's damages by reason of a failure of
IIS to abide by the restrictions of Section 8 of this Agreement. Therefore, if
IIS shall institute any action or proceeding to enforce the terms or alleging a
breach of the provisions of such Section 6 of this Agreement by Quotesmith or,
alternatively, Quotesmith shall institute any action or proceeding to enforce
the terms or alleging a breach of the provisions of such Section 8 of this
Agreement by IIS, then in addition to any other remedy available at law, the
instituting party may seek specific performance of the terms of such section;
and Quotesmith and IIS, as the case may be, hereby waive the claim or defense
that a remedy at law alone is adequate, and agree (to the maximum extent
permitted by law) to have such provisions specifically enforced against it by
any court of equity, without the necessity of the instituting party posting any
bond or other security, and consents to the entry of injunctive 



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relief against it enjoining or restraining any violation or threatened violation
of such section of this Agreement.

        (c) Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

        (d) A modification or waiver of the provisions of this Agreement shall
be effective only if made in writing, and signed by both parties. The failure of
either party to insist upon strict performance of any of the provisions of this
Agreement shall not be construed as a waiver of that party's rights arising out
of any subsequent default of the same or similar nature.

        (e) The language of this Agreement shall be deemed to be that chosen by
the parties hereto as an expression of their mutual intent, and no rule of
strict construction or presumption favoring or disfavoring any party shall be
applied against either party.

        (f) This Agreement shall be binding upon and inure to the benefit of
each party's respective permitted successors and assigns; provided, however,
that neither party shall assign its rights or obligations under this Agreement,
by operation of law or otherwise, without the written consent of the other
party.

        (g) During the term of this Agreement and for a period of ** This
portion has been redacted for confidential treatment**** each party (and its
affiliates) hereto shall (i) respect and not interfere with the other's
employment relationships, and (ii) not, directly or indirectly, attempt to
influence any employee of the other party to discontinue the employment
relationship, nor solicit, hire or seek to solicit or hire any employee of the
other party.

        (h) The parties understand that United States laws prohibit (a) the
exportation from the United States to certain foreign countries of certain types
of United States originated technical data and the products produced directly by
the use of such data, and (b) the reexportation to such foreign countries from
foreign sources of such technical data and products. The parties agree and
assure each other, that pursuant to and in conformance with the requirements of
United States existing and future laws and regulations, none of the Quotesmith
Licensed Software, is either intended to be or will actually be shipped,
exported or reexported by either party directly or indirectly to any person or
organization located in such a prohibited country in violation thereof, except
as otherwise authorized by appropriate United States governmental authority.

        (i) In performing its obligations and exercising its rights hereunder,
each party shall comply with all applicable federal, state, and municipal laws
and regulations.



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        (j) Except as expressly provided herein, this Agreement is not intended
and will not be construed to create any third party beneficiary rights.

        (k) This Agreement shall be construed, interpreted, and governed by the
substantive laws (and not the law of conflicts) of the State of Illinois.

        (l) This Agreement, together with its schedules, constitutes the entire
agreement between the parties, and there are no representations, warranties,
covenants or understandings between the parties with respect to the subject
matter hereof other than those expressly set forth herein or therein.

        (m) All notices, requests, and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been
received by a party when actually received in the case of hand delivery, or five
(5) days after mailing by first class mail, postage prepaid, to each party at
its respective address set forth in the first paragraph hereof (or to such other
address as a party may designate in writing).

        (n) The captions in this Agreement are for convenience and
identification purposes only, are not an integral part of this Agreement and are
not to be considered in the interpretation of any part hereof.

        (o) This Agreement may be executed in separate counterparts, each of
which when so executed shall be an original, but all of such counterparts shall
together constitute but one and the same instrument.

        (p) Neither party shall be responsible for any failure to perform (other
than payment obligations) due to unforeseen circumstances beyond a party's
control, including but not limited to acts of God, war, riot, embargoes, acts of
civil or military authorities, fire, floods, accidents, strikes, or shortages of
transportation, utilities, facilities, fuel, energy, labor or materials.

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first written above.

                                       INTUIT INSURANCE SERVICES, INC.

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

                                       Title:
                                             -----------------------------------

                                       QUOTESMITH CORPORATION



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                                       By:
                                           -------------------------------------
                                       Title:
                                             -----------------------------------


                                       14

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                                   SCHEDULE 1

            QUOTESMITH LICENSED SOFTWARE SPECIFICATIONS/FUNCTIONALITY

A.  General Specifications/Functionality

** This portion has been redacted for confidential treatment****



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                                   SCHEDULE 2

                INFORMATION RELATING TO REQUESTS FOR APPLICATIONS

A. IIS will collect the following information from each applicant and provide to
Quotesmith for each Request for Application:

~   IIS-generated Request for Application ID Number

~   Date of Request for Application

~   Name

~   Street address

~   City, State and Zip Code

~   Daytime Phone number

~   Evening Phone number

~   Email address

~   Date of Birth

~   Sex

~   Name of Insurance Company and plan for which applying

~   Policy Face Value requested

~   Annual Premium quoted

B. IIS will transmit Requests for Applications using encrypted Internet email to
a single email address at Quotesmith in a mutually agreed upon format.



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CONFIDENTIAL TREATMENT REQUESTED



                                   SCHEDULE 3

                            COMPENSATION ILLUSTRATION

AILLUSTRATION OF COMPENSATION CALCULATION

(This illustration is subject to the terms and conditions of the body of this
Agreement and, in the event of any conflict in the interpretation of the body of
this Agreement and this illustration, the body of the Agreement shall prevail).

** This portion has been redacted for confidential treatment****



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CONFIDENTIAL TREATMENT REQUESTED



                                   SCHEDULE 4


** This portion has been redacted for confidential treatment****



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CONFIDENTIAL TREATMENT REQUESTED



                                   SCHEDULE 5

                                   MILESTONES


** This portion has been redacted for confidential treatment****



                                       19