Exhibit
      10.18


    


    CONFIDENTIAL
      FINAL SETTLEMENT AGREEMENT


    


    This
      Confidential Final Settlement Agreement and Mutual Release (“Final Settlement
      Agreement”) is made and entered into on October 9, 2006, by and among American
      Interbanc Mortgage, LLC (“American Interbanc”) and Bankrate, Inc. (“Bankrate”),
      and in light of the following facts:

    


    A. American
      Interbanc brought Case No. 02 CC 04857 in the Superior Court for the State
      of
      California, County of Orange, against Bankrate and other defendants (the
“Action”). Bankrate has filed answers denying all claims asserted by American
      Interbanc in the Action and asserting various affirmative defenses.

    


    B. The
      parties hereto, without either side admitting liability, or admitting the
      allegations made by the other, have agreed to settle the Action, on the terms
      set forth in this Final Settlement Agreement.

    


    C. This
      Final Settlement Agreement restates and supercedes the parties’ settlement
      discussions and reflects the final terms by which the parties have agreed to
      settle the Action.

    


    Now
      therefore, the undersigned parties agree as follows:

    


    
      	1)  	
              Cash
                Settlement Amount.

            


    

    


    Bankrate
      shall pay American Interbanc cash in the amount of Three Million Dollars
      ($3,000,000.00) (“Cash Settlement Amount”) within five (5) calendar days
      following Bankrate’s receipt of the original of this Final Settlement Agreement
      and the original of the request for dismissal with prejudice and without costs
      referenced in Paragraph 2(a) below, both of which are executed by American
      Interbanc and its counsel. Payment shall be made by wire transfer pursuant
      to
      the following instructions:

    


    Union
      Bank of CA aba # 122000496

    Credit
      to
      American Interbanc Mortgage, LLC account # 0392005815

    


    
      	2)  	
              Dismissal
                of Action with Prejudice.

            


    

    


    (a) Concurrently
      with American Interbanc’s transmission to Bankrate’s counsel of the original of
      this Final Settlement Agreement that is executed by American Interbanc and
      its
      counsel, American Interbanc will transmit to Bankrate’s counsel a fully executed
      original request for dismissal of the Action as to Bankrate with prejudice
      and
      without costs. American Interbanc agrees that Bankrate may file the request
      for
      dismissal with the Court on American Interbanc’s behalf, and Bankrate agrees
      that it will not file the request for dismissal until after Bankrate has wire
      transferred the Cash Settlement Amount.

    


    (b) The
      parties agree that each party is to bear its own attorneys’ fees and costs with
      respect to and in any way relating to the Action. The parties further agree
      that
      each party is to bear its own attorneys’ fees and costs with respect to the
      dismissal of the Action with prejudice.

    


    (c) The
      parties agree that, subject to the provisions of this Final Settlement
      Agreement, each party is responsible for its own tax obligations, if any,
      arising from the Final Settlement Agreement and payments made pursuant to the
      Final Settlement Agreement.

    


    (d) Bankrate
      shall produce at least one witness at trial in the Action without the need
      for a
      subpoena, primarily for the purpose of authenticating documents.

    


    
      	3)  	
              Advertising
                Agreement.

            


    

    


    Bankrate
      shall allow American Interbanc to post rates on the mortgage tables on
www.bankrate.com
      upon
      American Interbanc’s execution of the attached Exhibit A to Advertising Terms
      and Conditions.

    


    
      	4)  	
              Good
                Faith Settlement.

            


    

    


    American
      Interbanc, Bankrate, and their attorneys of record agree that this Final
      Settlement Agreement is in good faith. American Interbanc, Bankrate, and their
      attorneys of record further agree that Bankrate, by and through its attorneys
      of
      record, shall file with the Court a motion to obtain the Court’s determination
      that this Final Settlement Agreement is in good faith, and American Interbanc
      agrees that it shall join in such motion or file such papers, as directed by
      Bankrate, to obtain the Court’s determination that this Final Settlement
      Agreement is in good faith. American Interbanc and Bankrate agree that the
      consideration provided by Bankrate to American Interbanc under this Final
      Settlement Agreement shall be allocated equally amongst the false advertising
      and antitrust causes of action brought against Bankrate. This foregoing
      statement and allocation are made solely for purposes of the motion to obtain
      the Court’s determination that this Final Settlement Agreement is in good faith
      and are subject to Paragraph 7 of this Final Settlement Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	5)  	
              Release
                of Bankrate by American Interbanc.

            


    

    


    Except
      for the obligations contained in this Final Settlement Agreement and Exhibit
      A
      to Advertising Terms and Conditions, American Interbanc, on behalf of itself,
      its subsidiaries, affiliates (including any corporation, partnership, limited
      liability company, fictitious business entity, dba or other business entity),
      divisions, departments, officers, directors, partners, shareholders, members,
      investors, owners, agents, attorneys, representatives, employees, assignors,
      servants, predecessors, successors and assigns (collectively “the American
      Interbanc Releasors”), in consideration of the promises and undertakings herein
      expressed, and for other valuable consideration, the sufficiency of which is
      hereby acknowledged and confessed, hereby release, extinguish, acquit and
      forever discharge Bankrate and its subsidiaries, affiliates (including any
      corporation, partnership, limited liability company, fictitious business entity,
      dba or any other business entity), divisions, departments, officers, directors,
      partners, shareholders, members, investors, owners, agents, attorneys,
      representatives, employees, assignors, servants, predecessors, successors,
      and
      assigns (collectively “the Bankrate Releasees”) from any and all present and
      future payment obligations, adjustments, executions, offsets, actions, causes
      of
      action, suits, debts, sums of money, accounts, reckonings, bonds, bills,
      covenants, contracts, controversies, agreements, promises, damages, expenses
      (including but not limited to court costs and attorney’s fees), judgments,
      demands, claims, liabilities and/or losses whatsoever, whether known or unknown,
      claimed, suspected or unsuspected, fixed or contingent against the Bankrate
      Releasees which the American Interbanc Releasors ever had, now have, or may
      in
      the future have against the Bankrate Releasees with respect to, arising out
      of
      or related to the Action and/or the facts and circumstances surrounding the
      Action, whether known or unknown. The American Interbanc Releasors acknowledge
      and understand that they are waiving claims, both known and unknown, and that
      there may be facts that affect their claims that are unknown to them or that
      are
      different from what they now understand. It is expressly understood and agreed
      by the American Interbanc Releasors that they waive with respect to the claims
      released herein all benefits and rights, which the American Interbanc Releasors
      may now have or in the future may have under and by virtue of the terms of
      Section 1542 of the Civil Code of the State of California, which section reads
      as follows: 

    


    “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor.”

    


    
      	6)  	
              Release
                of American Interbanc by Bankrate.

            


    

    


    Except
      for the obligations contained in this Final Settlement Agreement and Exhibit
      A
      to Advertising Terms and Conditions, Bankrate, on behalf of itself, its
      subsidiaries, affiliates (including any corporation, partnership, limited
      liability company, fictitious business entity, dba or other business entity),
      divisions, departments, officers, directors, partners, shareholders, members,
      investors, owners, agents, attorneys, representatives, employees, assignors,
      servants, predecessors, successors and assigns (collectively “the Bankrate
      Releasors”), in consideration of the promises and undertakings herein expressed,
      and for other valuable consideration, the sufficiency of which is hereby
      acknowledged and confessed, hereby release, extinguish, acquit and forever
      discharge American Interbanc and each of its subsidiaries, affiliates (including
      any corporation, partnership, limited liability company, fictitious business
      entity, dba or other business entity), divisions, departments, officers,
      directors, partners, shareholders, members, investors, owners, agents,
      attorneys, representatives, employees, assignors, servants, predecessors,
      successors and assigns (collectively “the American Interbanc Releasees”) from
      any and all present and future payment obligations, adjustments, executions,
      offsets, actions, causes of action, suits, debts, sums of money, accounts,
      reckonings, bonds, bills, covenants, contracts, controversies, agreements,
      promises, damages, expenses (including but not limited to court costs and
      attorney’s fees), judgments, demands, claims, liabilities and/or losses
      whatsoever, whether known or unknown, claimed, suspected or unsuspected, fixed
      or contingent against the American Interbanc Releasees which the Bankrate
      Releasors ever had, now have, or may in the future have against the American
      Interbanc Releasees with respect to, arising out of or related to the Action
      and/or the facts and circumstances surrounding the Action, whether known or
      unknown. The Bankrate Releasors acknowledge and understand that they are waiving
      claims, both known and unknown, and that there may be facts that affect their
      claims that are unknown to them or that are different from what they now
      understand. It is expressly understood and agreed by the Bankrate Releasors
      that
      they waive with respect to the claims released herein all benefits and rights,
      which the Bankrate Releasors may now have or in the future may have under and
      by
      virtue of the terms of Section 1542 of the Civil Code of the State of
      California, which section reads as follows: 

     

    “A
      general release does not extend to claims which the creditor does not know
      or
      suspect to exist in his favor at the time of executing the release, which if
      known by him must have materially affected his settlement with the
      debtor.”

    


    
      	7)  	
              No
                Admission.

            


    

    


    Nothing
      herein is intended or may be deemed as an admission by any party as to the
      merit
      or lack of merit of the Action, including any claim or defense asserted therein.
      This Final Settlement Agreement, and any statement, transaction or proceeding
      in
      connection with the negotiation of this Final Settlement Agreement shall not
      be
      deemed as or construed to be an admission by any party of any act, matter,
      proposition of merit or lack of merit of any claim or defense, and shall not
      be
      mentioned, referred to, offered into evidence or used in any manner or for
      any
      purpose, except in a proceeding to enforce the terms hereof under Paragraph
      9
      hereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	8)  	
              Confidentiality.

            


    

    


    (a) American
      Interbanc, Bankrate, and their attorneys of record agree that this Final
      Settlement Agreement shall remain confidential as between them, and they agree
      that this Final Settlement Agreement and its terms shall not be disclosed to any
      other person. Without limiting the generality of any of the foregoing of this
      Paragraph 8(a), the parties will not issue any press release, make any comment
      to the press, respond to or in any way participate in or contribute to any
      public discussion, notice or other publicity concerning, or in any way relating
      to, the Action, this Final Settlement Agreement, or the events (including any
      negotiations) that led to the execution of this Final Settlement
      Agreement.

     

    (b) Notwithstanding
      Paragraph 8(a), Bankrate may make statements concerning the Action, or disclose
      this Final Settlement Agreement or its terms, as Bankrate is required to do,
      in
      its discretion, in order to comply with any and all of its disclosure
      obligations as a public company.

    


    (c) Notwithstanding
      Paragraph 8(a), Bankrate and American Interbanc may disclose this Final
      Settlement Agreement or its terms in a Court filing, or at oral argument, to
      the
      extent such disclosure is required to support the motion to obtain the Court’s
      determination that this Final Settlement Agreement is in good faith, as provided
      in Paragraph 3 above. Upon receipt of a fully executed copy of this Final
      Settlement Agreement from American Interbanc and its counsel, Bankrate agrees
      to
      file a notice of settlement with the Court, advising all parties of solely
      the
      fact of this settlement. American Interbanc and Bankrate further agree that
      either party may notify any other party to the Action of the fact of the
      settlement without disclosing its terms.

    


    (d) Notwithstanding
      Paragraph 8(a), a party may disclose the terms of this Final Settlement
      Agreement to attorneys, professional accountants and tax advisers, but only
      such
      portion as essential for the provision of such legal, professional accounting
      or
      tax services and only if either (i) before such disclosure is made, the person
      or entity that will be receiving the disclosure is informed in writing of and
      agrees in writing to be bound by this confidentiality provision, or (ii) the
      person or entity that will be receiving the disclosure is under a preexisting
      obligation of confidentiality comprehensive enough to encompass the
      confidentiality obligations of Paragraph 8 of this Final Settlement Agreement
      and is informed of the terms of this Final Settlement Agreement in a fashion
      that would bring such person or entity under such preexisting obligation of
      confidentiality.

    


    (e) Nothing
      in Paragraph 8 shall be construed to preclude any party or its counsel from
      complying with a lawful court order requiring disclosure of this Final
      Settlement Agreement or any of its terms and conditions, provided that a party
      to this Final Settlement Agreement who has been served with a court order,
      subpoena, discovery request, or other legal process demanding or otherwise
      requesting disclosure of this Final Settlement Agreement or any of its terms
      and
      conditions, (i) provide immediate written notice to the other party to this
      Final Settlement Agreement and its counsel of the subpoena, discovery request,
      or other legal process, (ii) assert all defenses to disclosure and oppose such
      disclosure to the full extent permitted by law, and (iii) cooperate fully with
      and support through all reasonable means the efforts of the other party to
      oppose any such disclosure.

    


    (f) In
      furtherance of Paragraph 8(e) above, either party may disclose the existence
      of
      this Final Settlement Agreement, without disclosing its terms, and the nature
      of
      this confidentiality provision in this Paragraph 8 for the purpose of asserting
      the confidential nature of the parties’ agreement and protecting the
      confidentiality of the agreed-upon terms.

    


    
      	9)  	
              Enforcement
                of Final Settlement Agreement.

            


    

    


    Any
      dispute concerning the interpretation or enforcement of this Final Settlement
      Agreement, including any action by a party to recover damages or other relief
      for a violation of this Final Settlement Agreement, shall be submitted for
      binding arbitration in Orange County, California before a mutually agreeable
      arbitrator, or, in the absence of such agreement, an arbitrator selected under
      JAMS procedures. The JAMS Comprehensive Arbitration Rules shall apply in the
      arbitration. The Arbitrator shall award the prevailing party in any arbitration
      pursuant to this Paragraph its reasonable attorneys’ fees and
      costs.

    


    
      	10)  	
              Reaffirmation
                of Obligations Under the Stipulated Protective Order.

            


    

    


    The
      parties hereby acknowledge and reaffirm their obligations under the Court’s May
      29, 2003 Stipulated Protective Order Re Discovery, and in particular, the
      provisions of Paragraph 15 of that Order, which provides (as modified in redline
      below):

    


    Within
      sixty (60) calendar days of the final termination of the entire action as to
      all
      parties, all Confidential Material, all Confidential Material Restricted to
      Outside Counsel Only and all copies thereof shall be returned to the producing
      party or third party or shall be destroyed. If material is destroyed, a
      Certification of Destruction signed by counsel shall be provided to the
      producing party or third party within ten (10) calendar days of the destruction
      of the material. Notwithstanding the foregoing, one designated outside
      litigation counsel of record for each party may maintain in its files one copy
      of each affidavit, affirmation, certification, declaration, brief, record on
      appeal, notice of motion, deposition transcript exhibit to a deposition or
      affidavit, exhibit at a hearing or trial, pleading, discovery request,
      stipulation, correspondence between counsel for the parties to this action,
      written response to a discovery request, document filed with the Court, and
      court transcript in this action, consisting of or containing Confidential
      Material or Confidential Material Restricted to Outside Counsel
      Only.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	11)  	
              Agreement
                to be Governed by California Law.

            


    

    


    This
      Final Settlement Agreement shall be governed by and construed in accordance
      with
      the internal laws of the State of California applicable to contracts entered
      into and wholly performed within said state.

    


    
      	12)  	
              No
                Further Obligations.

            


    

    


    Except
      for the obligations created by this Final Settlement Agreement and Exhibit
      A to
      Advertising Terms and Conditions, American Interbanc and Bankrate have no
      further obligations to each other.

    


    
      	13)  	
              Severability.

            


    

    


    American
      Interbanc and Bankrate agree that if any provision of this Final Settlement
      Agreement or application thereof is held to be invalid or if any party hereto
      is
      found to be in breach of any provision of this Final Settlement Agreement,
      the
      invalidity and/or breach shall not affect other provisions or applications
      of
      this Final Settlement Agreement which shall be enforceable and given effect.
      To
      this end, the provisions of this Final Settlement Agreement are
      severable.

    


    
      	14)  	
              Consultation
                with Counsel.

            


    

    


    American
      Interbanc and Bankrate acknowledge and represent that they have consulted with
      legal counsel before effecting this settlement and executing this Final
      Settlement Agreement and that they understand its meaning, including the effect
      of Section 1542 of the California Civil Code, and expressly agree that this
      Final Settlement Agreement shall be given full force and effect according to
      each and all of its express terms and provisions, including those relating
      to
      the release of unknown and unsuspected claims, demands, and causes of
      action.

    


    
      	15)  	
              Counterparts.

            


    

    


    The
      Final
      Settlement Agreement may be executed in one or more counterparts. All executed
      counterparts and each of them shall be deemed to be one and the same instrument.
      Signature pages transmitted by telecopier or in the form of a PDF shall be
      deemed to be original signature pages.

    


    
      	16)  	
              Contractual
                Authority.

            


    

    


    Each
      party represents and warrants that the individual signing this Final Settlement
      Agreement on its behalf is fully authorized to sign on behalf of and bind such
      entity, and that such entity has the power and authority to enter into this
      Final Settlement Agreement, and also represents and warrants that such entity
      has not assigned, encumbered, or transferred, or purported to assign, encumber,
      or transfer, to any person or other entity, voluntarily or involuntarily, any
      claims, demands, debts, accounts, liabilities, contractual rights or other
      rights, of any nature whatsoever, released herein. Each party shall indemnify
      and hold harmless each other party from and against and with respect to any
      claims, actions, demands, suits, costs, and causes of action, including for
      attorney’s fees and costs, due to, based upon, or arising as a result of any
      breach of any representation or warranty in this Paragraph.

    


    
      	17)  	
              Entire
                Agreement.

            


    

    


    This
      Final Settlement Agreement and Exhibit A to Advertising Terms and Conditions
      constitutes the entire agreement between the parties, is binding on all parties
      who have signed it and is enforceable. No parol evidence of any promise or
      inducement not set forth herein shall be admissible in any proceeding relating
      to this Final Settlement Agreement. All parties affirm that this Final
      Settlement Agreement is admissible in the arbitration proceedings provided
      for
      in Paragraph 9 above, California Evidence Code § 1123, although the
      confidentiality terms of Paragraph 8 shall still apply, except as to the
      arbitrator.

    


    
      	18)  	
              This
                Final Settlement Agreement Is Controlling.

            


    

    


    The
      parties agree that the terms of this Final Settlement Agreement shall be
      controlling in the event of any conflict between the provisions of this Final
      Settlement Agreement and Bankrate’s Standard Terms and Conditions and Insertion
      Orders, as amended from time to time by Bankrate.

    


    
      	19)  	
              Modification
                and Amendment.

            


    

    


    No
      modification or amendment of any of the terms or provisions of this Final
      Settlement Agreement shall be binding upon any party to this Final Settlement
      Agreement unless made in writing and signed by such party or by a duly
      authorized representative or agent of such party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        	 	 	 
	Dated:
                10/10/06 	BANKRATE,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
                R. Evans
	 	
                

                Name:
                  Thomas
                  R. Evans

                Title: Chief
                  Executive Officer and 

                  
President
                  of Bankrate,
                  Inc.

              


      

       

      
        	 	 	 
	Dated:
                10/9/06 	AMERICAN
                INTERBANC MORTGAGE, LLC
	 
 	 
 	 
 
	 	By:  	/s/ John
                Michael Dannelly
	 	
                

                Name:
                  John
                  Michael Dannelley

                Title: President
                  of American Interbanc 

                 
Mortgage,
                  Inc., Managing 

                 
Member
                  of American Interbanc

                 
Mortgage
                  LLC

              


      

    

              

    APPROVED
      AS TO FORM:

     

    GIBSON,
      DUNN & CRUTCHER LLP

     

    
      	 	 	 	 
	By: /s/ William
              D. Claster	 	 	 
	
              
                

              

              William
                D. Claster, Esq.

              Attorneys
                for American Interbanc Mortgage, LLC

            	 	 	
            


    

     

    LAW
      OFFICES OF MARY A. DANNELLEY

    
       

      
        	 	 	 	 
	By: /s/ Mary
                A. Dannelley	 	 	 
	
                
                  

                

                
                  Mary
                    A. Dannelley, Esq.

                  Attorneys
                    for American Interbanc Mortgage, LLC

                

              	 	 	
              


      

    

     

    O’MELVENY
      & MYERS, LLP

    
       

      
        	 	 	 	 
	By: /s/ Alejandro
                N. Mayorkas	 	 	 
	
                
                  

                

                
                  Alejandro
                    N. Mayorkas, Esq.

                  Attorneys
                    for Bankrate, Inc.