Exhibit 10.27

                       HEALTH BENEFITS DIRECT CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

                               SEPTEMBER 16, 2005




                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
1.   Registration Rights.......................................................1

     1.1    Definitions........................................................1
     1.2    Company Registration...............................................2
     1.3    Obligations of the Company.........................................2
     1.4    Furnish Information................................................4
     1.5    Expenses of Company Registration...................................4
     1.6    Underwriting Requirements..........................................4
     1.7    Delay of Registration..............................................5
     1.8    Indemnification....................................................5
     1.9    Reports Under Securities Exchange Act..............................7
     1.10   Intentionally Omitted..............................................8
     1.11   Transfer or Assignment of Registration Rights......................7
     1.12   "Market Stand-Off" Agreement.......................................8
     1.13   Termination of Registration Rights.................................8

2.   Covenants of the Company to the Investors.................................9

     2.1    Information Rights.................................................9
     2.2    Confidentiality....................................................9

3.   Legend....................................................................9

4.   Miscellaneous............................................................10

     4.1    Governing Law.....................................................10
     4.2    Waivers and Amendments............................................10
     4.3    Successors and Assigns............................................10
     4.4    Entire Agreement..................................................10
     4.5    Notices...........................................................10
     4.6    Interpretation....................................................11
     4.7    Severability......................................................11
     4.8    Aggregation of Stock..............................................11
     4.9    Counterparts......................................................11
     4.10   Telecopy Execution and Delivery...................................11

Schedules:
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A    -     Schedule of Investors




                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
September 16, 2005, by and among Health Benefits Direct Corporation, a Delaware
corporation (the "Company"), and Alvin H. Clemens ("Investor").

                                 R E C I T A L S

      WHEREAS, the Company and the Investor are parties to the Subscription
Agreement dated September 16 2005 (the "Subscription Agreement"); and

      WHEREAS, the Investor's obligations under the Subscription Agreement are
conditioned upon certain registration rights under the Securities Act as
described in the Subscription Agreement; and

      WHEREAS, the Investor and the Company desire to grant the Investor certain
registration rights under the Securities Act as provided herein upon the
execution and delivery of this Agreement by such Investor and the Company.

      NOW, THEREFORE, in consideration of the promises, covenants, and
conditions set forth herein, the parties hereto hereby agree as follows:

      1. Registration Rights.

            1.1 Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:

                  (a) "Commission" means the United States Securities and
Exchange Commission.

                  (b) "Common Stock" means the Company's common stock, par value
$0.001 per share.

                  (c) "Conversion Stock" means the shares of Common Stock issued
or issuable upon conversion of the Warrants to purchase Common Stock issued
pursuant to the Subscription Agreement.

                  (d) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  (e) "Form SB-2" means such form under the Securities Act as in
effect on the date hereof or any registration form under the Securities Act
subsequently adopted by the Commission that permits inclusion or incorporation
of substantial information by reference to other documents filed by the Company
with the Commission.

                  (f) "Holder" means any person owning or having the right to
acquire Registrable Securities or any assignee thereof in accordance with
Section 1.11.




                  (g) "The terms "register," "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act, and the
declaration or ordering of effectiveness of such registration statement or
document.

                  (h) "Registrable Securities" means (i) the Conversion Stock
and (ii) any of the Shares or as (or issuable upon the conversion or exercise of
any warrant, right or other security that is issued as) a dividend or other
distribution with respect to, or in exchange for, or in replacement of, the
shares referenced in (i) and (ii) above; provided, however, that Registrable
Securities shall not include any shares of Common Stock which have previously
been registered or which have been sold to the public either pursuant to a
registration statement or Rule 144, or which have been sold in a private
transaction in which the transferor's rights under this Section 1 are not
assigned.

                  (i) "Rule 144" means Rule 144 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.

                  (j) "Rule 145" means Rule 145 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.

                  (k) "Securities Act" means the Securities Act of 1933, as
amended.

                  (l) "Shares" means the shares of the Company's Common Stock,
par value $0.001 per share, issued pursuant to the Subscription Agreement.

            1.2 Company Registration.

      If (but without any obligation to do so) the Company proposes to register
any of its stock or other securities for its own account (other than (i) a
registration relating solely to employee benefit or similar plans, (ii) a
registration relating to a Rule 145 transaction or (iii) a registration on any
form which does not permit secondary sales or does not include substantially the
same information as would be required to be included in a registration statement
covering the Registrable Securities), the Company shall, at such time, promptly
give each Holder written notice of such registration. Upon the written request
of each Holder given within twenty (20) calendar days of the date such notice is
given, the Company shall, subject to the provisions of Section 1.6, include in
the registration all of the Registrable Securities that each such Holder has
requested to be registered.

            1.3 Obligations of the Company.

      Whenever required under this Section 1 to effect the registration of any
Registrable Securities, the Company shall, as expeditiously as reasonably
possible:

                  (a) Prepare and file with the Commission a registration
statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such registration statement to become effective,
and, upon the request of the Holders of at least a


                                      - 2 -



majority of the Registrable Securities registered thereunder, keep such
registration statement effective for a period which shall end the earlier of
when (i) all Registrable Securities have been sold or (ii) all Registrable
Securities may be sold immediately without registration under the Securities Act
and without volume restrictions pursuant to Rule 144(k).

                  (b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;

                  (c) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them (provided that the Company would not be required to
print such prospectuses if readily available to Holders from any electronic
service, such as on the EDGAR filing database maintained at www.sec.gov);

                  (d) Use its commercially reasonable efforts to register and
qualify the securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders; provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions;

                  (e) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter(s) of such offering (each Holder
participating in such underwriting shall also enter into and perform its
obligations under such an agreement);

                  (f) Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;

                  (g) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange or nationally recognized
quotation system on which similar securities issued by the Company are then
listed; and

                  (h) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration.

                  (i) The Company shall have the right to terminate or withdraw
any registration initiated by the Company under this Section 1.6 prior to the
effectiveness of such registration whether or not any Holder has elected to
include securities in such registration.


                                      - 3 -



            1.4 Furnish Information.

                  (a) It shall be a condition precedent to the Company's
obligations to take any action pursuant to this Section 1 with respect to the
Registrable Securities of any selling Holder that such Holder shall furnish to
the Company such information regarding such Holder, the Registrable Securities
held by such Holder, and the intended method of disposition of such securities
as shall be required by the Company or the managing underwriters, if any, to
effect the registration of such Holder's Registrable Securities.

            1.5 Expenses of Company Registration.The Company shall bear and pay
all expenses incurred in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 1.2 for each Holder, including (without limitation) all
registration, filing and qualification fees, printer's fees, accounting fees and
fees and disbursements of counsel for the Company, but excluding underwriting
discounts and commissions relating to Registrable Securities and fees and
disbursements of counsel for the Holders.

            1.6 Underwriting Requirements.In connection with (i) any offering
involving an underwriting of shares of the Company's capital stock; or (ii) any
registration of privately placed securities of the Company issued in connection
with the acquisition of any "significant subsidiary" as such term is defined
under Regulation S-X promulgated under the Securities Act, the Company shall not
be required under Section 1.2 to include any of the Holders' Registrable
Securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it (or by
other persons entitled to select the underwriters) in the case of (i), above, or
they accept the terms of the majority subscribers or placement agent for the
privately placed securities issued in connection with the acquisition in the
case of (ii), above, and then only in such quantity as the underwriters or such
persons determine, in their sole discretion, will not jeopardize the success of
the offering by the Company or resale by such persons under a registration
statement filed for such purpose. All Holders proposing to distribute their
securities through such underwriting or to sell under such registration
statement shall (together with the Company as provided in subsection 1.3(e))
enter into an underwriting or other agreement in customary form with the
underwriter or underwriters selected for such underwriting or such other person.
If the total amount of securities, including Registrable Securities requested by
stockholders to be included in such offering, exceeds the amount of securities
sold other than by the Company that the underwriters or such persons determine
in their sole discretion is compatible with the success of the offering, then
the Company shall be required to include in the offering only that number of
such securities, including Registrable Securities, which the underwriters or
such persons determine in their sole discretion will not jeopardize the success
of the offering (the securities so included to be apportioned pro rata among the
selling stockholders according to the total amount of securities requested to be
included therein by each such selling stockholder or in such other proportions
as shall mutually be agreed to by such selling stockholders), but in no event
shall (i) the amount of securities of the selling Holders included in the
offering be reduced unless the securities of all other selling stockholders
included in the offering are also reduced, or (ii) the amount of securities of
the selling Holders included in the offering be reduced below twenty-five
percent (25%) of the total amount of securities included in such offering,
unless such offering is the initial underwritten public offering of the
Company's securities, in which case such Holders may


                                      - 4 -



be excluded entirely if the underwriters make the determination described above
and if the securities of all other selling stockholders are excluded entirely.
For purposes of the preceding parenthetical concerning apportionment, for any
selling stockholder that is a Holder of Registrable Securities and that is a
partnership, limited liability company or corporation, the partners (or retired
partners), members (or retired members) and stockholders of such selling
stockholder, or the estates and family members of any such partners (retired
partners), members (or retired members) or stockholders and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single "selling
stockholder" and any pro rata reduction with respect to such "selling
stockholder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"selling stockholder" as defined in this sentence.

            1.7 Delay of Registration.No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Section 1.

            1.8 Indemnification.To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to
which any of the foregoing persons may become subject under the Securities Act,
the Exchange Act or other federal or state securities law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any of the following statements, omissions or violations
(collectively, a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in a registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto (collectively, the "Filings"), (ii) the
omission or alleged omission to state in the Filings a material fact required to
be stated therein, or necessary to make the statements therein not misleading,
or (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law; and the Company will pay any legal or other expenses reasonably incurred by
any person to be indemnified pursuant to this subsection 1.8(a) in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection 1.8(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability, or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably withheld),
nor shall the Company be liable in any such case for any such loss, claim,
damage, liability, or action to the extent that it arises out of or is based
upon a Violation that occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
any such Holder, underwriter or controlling person.

                  (b) To the extent permitted by law, each selling Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the registration statement, each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter,
any other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any losses,
claims, damages, or liabilities (joint or several) to which any of the foregoing
persons may become


                                      - 5 -



subject under the Securities Act, the Exchange Act or other federal or state
securities law insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will pay any legal or other expenses reasonably incurred by any person to
be indemnified pursuant to this subsection 1.8(b) in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this subsection
1.8(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder (which consent shall not be unreasonably withheld); provided,
however, in no event shall any indemnity under this subsection 1.8(b) exceed the
gross proceeds from the offering received by such Holder.

                  (c) Promptly after receipt by an indemnified party under this
Section 1.8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.8, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties that may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if materially prejudicial to its ability to defend such action, shall
relieve such indemnifying party of any liability to the indemnified party under
this Section 1.8, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 1.8.

                  (d) If the indemnification provided for in Section 1.8(a) and
(b) is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, claim, damage or expense referred to
therein, then the indemnifying party in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions or alleged statements or omissions that
resulted in such loss, liability, claim or expense as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact relates to
information supplied by the indemnifying party or by the indemnified party and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. In no event shall


                                      - 6 -



any Holder be required to contribute an amount in excess of the gross proceeds
from the offering received by such Holder.

                  (e) Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions of the underwriting
agreement shall control.

                  (f) The obligations of the Company and Holders under this
Section 1.8 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.

            1.9 Reports Under Securities Exchange Act.With a view to making
available the benefits of certain rules and regulations of the Commission,
including Rule 144, that may at any time permit a Holder to sell securities of
the Company to the public without registration or pursuant to a registration on
Form SB-2, the Company agrees to:

                  (a) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times after ninety (90) days
after the effective date of the first registration statement filed by the
Company for the offering of its securities to the general public;

                  (b) take such action, including the voluntary registration of
its Common Stock under Section 12 of the Exchange Act, as is necessary to enable
the Holders to utilize Form SB-2 for the sale of their Registrable Securities,
such action to be taken as soon as practicable after the end of the fiscal year
in which the first registration statement filed by the Company for the offering
of its securities to the general public is declared effective;

                  (c) file with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act; and

                  (d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by the
Company that it has complied with the reporting requirements of Rule 144 (at any
time after ninety (90) calendar days after the effective date of the first
registration statement filed by the Company), the Securities Act and the
Exchange Act (at any time after it has become subject to such reporting
requirements), or that it qualifies as a registrant whose securities may be
resold pursuant to Form SB-2 (at any time after it so qualifies), (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company, and (iii) such other information as may
be reasonably requested in availing any Holder of any rule or regulation of the
Commission that permits the selling of any such securities without registration
or pursuant to such form.

            1.10 Intentionally Omitted.

            1.11 Transfer or Assignment of Registration Rights.The rights to
cause the Company to register Registrable Securities pursuant to this Section 1
may be transferred or assigned, but only with all related obligations, by a
Holder to a transferee or assignee who (a)


                                      - 7 -



acquires at least 50,000 shares (subject to appropriate adjustment for stock
splits, stock dividends and combinations) of Registrable Securities from such
transferring Holder or (b) holds Registrable Securities immediately prior to
such transfer or assignment; provided that in the case of (a), (i) prior to such
transfer or assignment, the Company is furnished with written notice stating the
name and address of such transferee or assignee and identifying the securities
with respect to which such registration rights are being transferred or
assigned, (ii) such transferee or assignee agrees in writing to be bound by and
subject to the terms and conditions of this Agreement, including without
limitation the provisions of Section 1.12 and (iii) such transfer or assignment
shall be effective only if immediately following such transfer or assignment the
further disposition of such securities by the transferee or assignee is
restricted under the Securities Act.

            1.12 "Market Stand-Off" Agreement.Each Holder hereby agrees that it
will not, without the prior written consent of the managing underwriter, during
the period commencing on the date of the final prospectus relating to the
Company's initial public offering and ending on the date specified by the
Company and the managing underwriter (such period not to exceed one hundred
eighty (180) calendar days) (i) lend, offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any securities of the Company, including
(without limitation) shares of Common Stock or any securities convertible into
or exercisable or exchangeable for Common Stock (whether now owned or hereafter
acquired) or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
any securities of the Company, including (without limitation) shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock (whether now owned or hereafter acquired), whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of securities, in cash or otherwise. The foregoing covenants shall apply only to
the Company's initial underwritten public offering of equity securities, shall
not apply to the sale of any shares by a Holder to an underwriter pursuant to an
underwriting agreement and shall only be applicable to the Holders if all the
Company's executive officers, directors and greater than five percent (5%)
stockholders enter into similar agreements. Each Holder agrees to execute an
agreement(s) reflecting (i) and (ii) above as may be requested by the managing
underwriters at the time of the initial public offering, and further agrees that
the Company may impose stop transfer instructions with its transfer agent in
order to enforce the covenants in (i) and (ii) above. The underwriters in
connection with the Company's initial public offering are intended third party
beneficiaries of the covenants in this Section 1.12 and shall have the right,
power and authority to enforce such covenants as though they were a party
hereto.

            1.13 Termination of Registration Rights.No Holder shall be entitled
to exercise any right provided for in this Section 1 after the earlier of (i)
two (2) years following the consummation of the sale of securities pursuant to a
registration statement filed by the Company under the Securities Act in
connection with the initial firm commitment underwritten offering of its
securities to the general public or (ii) as to any Holder, such time at which
all Registrable Securities held by such Holder can be sold in any three-month
period without registration in compliance with Rule 144 of the Securities Act.


                                      - 8 -



      2. Covenants of the Company to the Investors.

            2.1 Information Rights.The Company shall deliver to each Investor
who holds (and continues to hold) at least 50,000 shares of Conversion Stock
(subject to appropriate adjustment for stock splits, stock dividends and
combinations), upon the request of such Investor, (which may be satisfied by
filing of Company quarterly and annual reports under the Exchange Act):

                  (a) as soon as practicable, but in any event within one
hundred twenty (120) calendar days after the end of each fiscal year of the
Company, consolidated balance sheets of the Company and its subsidiaries, if
any, as of the end of such fiscal year, and consolidated statements of income
and consolidated statements of cash flows of the Company and its subsidiaries,
if any, for such year, prepared in accordance with generally accepted accounting
principles ("GAAP"), all in reasonable detail; and

                  (b) as soon as practicable, but in any event within forty-five
(45) calendar days after the end of each of the first three (3) quarters of each
fiscal year of the Company, consolidated balance sheets of the Company and its
subsidiaries, if any, as of the end of such quarter, and consolidated statements
of income and consolidated statements of cash flows of the Company and its
subsidiaries, if any, for such quarter prepared in accordance with GAAP, all in
reasonable detail.

            2.2 Confidentiality. Investor covenants and agrees to hold in
confidence and trust and to act in a fiduciary manner with respect to any and
all non-public information of the Company received by him; provided, however,
that notwithstanding the foregoing, an Investor may include summary financial
information concerning the Company and general statements concerning the nature
and progress of the Company's business in an Investor's reports to its
affiliates.

      3. Legend.Each certificate representing the shares of Common Stock and/or
Preferred Stock held by the Investor shall be endorsed with the following legend
(the "Legend"):

            THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
            A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE
            DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH
            IN THAT CERTAIN REGISTRATION RIGHTS AGREEMENT BETWEEN THE
            CORPORATION AND THE ORIGINAL HOLDER OF THESE SHARES, A
            COPY OF WHICH MAY BE OBTAINED AT THE CORPORATION'S
            PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON
            TRANSFEREES OF THESE SHARES.

      The Company agrees that, during the term of this Agreement, it will not
remove, and will not permit to be removed (upon registration of transfer,
re-issuance or otherwise), the Legend


                                      - 9 -



from any such certificate and will place or cause to be placed the Legend on any
new certificate theretofore represented by a certificate carrying the Legend.

      4. Miscellaneous.

            4.1 Governing Law.THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS
BY THE LAWS OF THE STATE OF DELAWARE AS SUCH LAWS ARE APPLIED TO AGREEMENTS
BETWEEN DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN
DELAWARE, WITHOUT REGARD TO CONFLICT OF LAWS RULES.

            4.2 Waivers and Amendments.This Agreement may be terminated and any
term of this Agreement may be amended or waived (either generally or in a
particular instance and either retroactively or prospectively) with the written
consent of the Company and Investors holding at least a majority of the
Registrable Securities then outstanding (the "Majority Investors").
Notwithstanding the foregoing, additional parties may be added as Holders under
this Agreement with the written consent of the Company and the Majority
Investors. No such amendment or waiver shall reduce the aforesaid percentage of
the Registrable Securities, the holders of which are required to consent to any
termination, amendment or waiver without the consent of the record holders of
all of the Registrable Securities. Any termination, amendment or waiver effected
in accordance with this Section 4.2 shall be binding upon each holder of
Registrable Securities then outstanding, each future holder of all such
Registrable Securities and the Company. Each Holder acknowledges that by the
operation of this Section 4.2, the Holders of at least a majority of the
Registrable Securities have the right and power to diminish or eliminate all
rights of such Holder under this Agreement. In the event of a subsequent closing
with an investor as provided for in Section 1.3 of the Subscription Agreement,
such investor shall become a party to this Agreement as an "Investor" upon the
Company's receipt from such investor of an executed counterpart signature page
to this Agreement.

            4.3 Successors and Assigns.Except as otherwise expressly provided
herein, the provisions of this Agreement shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.

            4.4 Entire Agreement.This Agreement constitutes the full and entire
understanding and agreement between the parties hereto with regard to the
subject matter herein, and neither party shall be liable or bound to the other
party in any manner by any warranties, representations or covenants except as
specifically set forth herein.

            4.5 Notices.All notices and other communications required or
permitted under this Agreement shall be in writing and shall be delivered
personally by hand or by courier, mailed by United States first-class mail,
postage prepaid, sent by facsimile or sent by electronic mail directed (a) if to
an Investor, at such Investor's address, facsimile number or electronic mail
address set forth in the Company's records, or at such other address, facsimile
number or electronic mail address as such Investor may designate by ten (10)
days' advance written notice to the other parties hereto or (b) if to the
Company, to its address, facsimile number or electronic mail address set forth
on its signature page to this Agreement and directed to the attention of the
President, or at such other address, facsimile number or electronic mail address
as the Company


                                     - 10 -



may designate by ten (10) days' advance written notice to the other parties
hereto. All such notices and other communications shall be effective or deemed
given upon personal delivery, on the date of mailing, upon confirmation of
facsimile transfer or upon confirmation of electronic mail delivery.

            4.6 Interpretation.The words "include," "includes" and "including"
when used herein shall be deemed in each case to be followed by the words
"without limitation." The titles and subtitles used in this Agreement are used
for convenience only and are not considered in construing or interpreting this
Agreement.

            4.7 Severability.If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement, and the balance of the Agreement shall be interpreted as if
such provision were so excluded, and shall be enforceable in accordance with its
terms.

            4.8 Aggregation of Stock.All shares of Registrable Securities held
or acquired by a Holder and its affiliated entities shall be aggregated together
for the purpose of determining the availability of any rights under Section 1 of
this Agreement. For purposes of the foregoing, any shares of Registrable
Securities held by a Holder that (X) is a partnership, limited liability company
or corporation shall be deemed to include shares held by (i) entities affiliated
with such partnership, limited liability company or corporation, (ii) any
partner (or retired partner), member (or retired member) or stockholder of such
partnership, limited liability company or corporation, (iii) the spouse,
siblings, lineal descendants or ancestors of any such partner (or retired
partner), member (or retired member) or stockholder, (iv) the estate of any such
partner (or retired partner), member (or retired member) or stockholder and (v)
any custodian or trustee for the benefit of any such partner (or retired
partner), member (or retired member) or stockholder or the spouse, siblings,
lineal descendants or ancestors of any such partner (or retired partner), member
(or retired member) or stockholder and (Y) is an individual shall be deemed to
include shares held by (i) the estate of such individual or (ii) the spouse,
siblings, lineal descendants or ancestors of such individual and any custodian
or trustee for the benefit of any of the foregoing persons.

            4.9 Counterparts.This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

            4.10 Telecopy Execution and Delivery.A facsimile, telecopy or other
reproduction of this Agreement may be executed by either party hereto, and an
executed copy of this Agreement may be delivered by either party hereto by
facsimile or similar electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen, and such execution and
delivery shall be considered valid, binding and effective for all purposes. At
the request of either party hereto, both parties hereto agree to execute an
original of this Agreement as well as any facsimile, telecopy or other
reproduction hereof.


                                     - 11 -



      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day, month and year first set forth above.

                                    "COMPANY"

                                    Health Benefits Direct Corporation


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

                                    Address:
                                    2900 Gateway Drive
                                    Pompano Beach, Florida 33069


                       HEALTH BENEFITS DIRECT CORPORATION
                  REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE




                                   "INVESTOR"

                                   By: _________________________________________

                                   Name: _______________________________________

                                   Title: ______________________________________


                       HEALTH BENEFITS DIRECT CORPORATION
                  REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE




                       "INVESTOR"

                       Alvin H. Clemens
                       ---------------------------------------------------------
                       (Name of Investor)

                       /s/ Alvin H. Clemens
                       ---------------------------------------------------------
                       (Signature of Investor or authorized signatory)

                       _________________________________________________________
                       (Print name of Investor or authorized signatory)

                       _________________________________________________________
                       (If signing as an authorized signatory, print your title)

                       Address:
                       _________________________________________________________

                       _________________________________________________________

                       _________________________________________________________

                       Telephone:_______________________________________________

                       Facsimile:_______________________________________________

                       E-mail:__________________________________________________

              PLEASE PROVIDE ALL OF THE ABOVE-REQUESTED INFORMATION


                       HEALTH BENEFITS DIRECT CORPORATION
                  REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE