**Exhibit 10.24**

 

**AMENDMENT TO SERVICES AGREEMENT**

 

This Amendmentto Services Agreement (“Agreement”) is made by and between InsWeb Corporation,****a Delaware Corporation, 11290 Pyrites Way, Suite 200,Gold River, California, 95670-4481 (hereinafter “InsWeb”) and NetQuote Inc, aColorado corporation, 1860 Blake Street, Suite 900, Denver, Colorado,80202 (hereinafter “NetQuote”)., entered into by the parties on May 1,2008 (the “Amendment Date”), amends and modifies that the Services Agreemententered into by and between the parties, dated July 10, 2007 (the “Agreement”).

 

WHEREAS, theparties mutually desire to update and amend certain commercial terms of theoriginal Agreement;

 

NOW,THEREFORE, in consideration of the foregoing and other good and valuableconsideration, including each party’s election not to terminate and to continuethe Agreement, the parties agree to amend the original Agreement as follows:

 

**1.****              Definitions.**  Capitalized terms not otherwise expresslydefined herein will have the meanings given such terms in the Agreement.  The term, “Agreement” for purposes of thisAmendment and for all purposes of the Agreement means the Agreement as amendedand modified hereby.

 

## ***2.***              Amendment.  The following provisions areamended:

 

## ***(a) Section 1, “EFFECTIVE DATE/TERM” ofthe Agreement is deleted in its entirety and replaced as follows:***

## *** ***

This Agreement shall be effective as of May 1, 2008 (“EffectiveDate”) and shall continue for a period of eighteen months unless earlierterminated as described herein (the “Term”). Afterthe initial Term, the Term will automatically continue unless and until eitherparty provides the other party with at least ninety (90) days prior writtennotice of termination.

 

(b)  Exhibit A, “Program Specifications”, anew Section 1.6 is added as follows:

 

1.6 InsWeb and NetQuote will collect the name, phone number, email addressand certain insurance profile information from consumers visiting theirrespective websites for term life insurance products (“Term Life Leads”). Withthe objective of expanding distribution of the Term Life Lead beyond theirrespective networks of agents and insurance providers, InsWeb and NetQuote alsomay deliver the Term Life Lead to the other party if the receiving party’sdistribution of the Lead will result in Billed Revenue to the sending party inexcess of that party’s threshold.  Eachparty will implement “ping” technology to determine if the applicable thresholdwill be met. For Term Life Leads sent by InsWeb to NetQuote, the threshold ismet if InsWeb will receive at least [CONFIDENTIAL TREATMENT REQUESTED] per Leadfrom NetQuote’s distribution; for Term Life Leads sent by NetQuote to InsWeb,the threshold is met if NetQuote will receive at least [CONFIDENTIAL TREATMENTREQUESTED] per Lead from InsWeb’s distribution. If the threshold is met, thereceiving party will pay the sending party [CONFIDENTIAL TREATMENT REQUESTED]of the Billed Revenue derived from its distribution of the Lead.

 

(c) Exhibit A, Section 2.8is deleted in its entirety.

 

**3.****             ****Conflict.** If any conflict should arise between the terms and provisions of thisAmendment and the Agreement, this Amendment will govern.

 

**4.****             ****Reaffirmation.** Except as otherwise specifically set forth herein, the terms andconditions of the Agreement, as amended hereby, are ratified, confirmed andapproved.  Only the Agreement as modifiedhereby and this Amendment, constitute the agreement of the parties; all otheragreements, whether oral or written are hereby superseded and replaced.

 

**5.****             ****Counterparts.** This Amendment may be executed in counterparts, each of which will bedeemed to be an original and all of which, when taken together, will constituteone and the same document.

 

**6.****             ****Facsimile Signature.** This Amendment may be executed by facsimile signature and a facsimilesignature will be deemed an original signature for all purposes.

 

**SIGNATURE PAGE FOLLOWS**

 

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IN WITNESS WHEREOF, the undersigned have executed thisAmendment as of the date first mentioned above.

 
| **InsWeb Corporation:**            | ** ** | **NetQuote Inc.:**      |
|------------------------------------|------------|-------------------------|
|                               |       |                    |
|                               |       |                    |
| /S/ L. Eric Loewe                  |       |                    | /S/ Gregg Coccari |
| Signed                             |       | Signed                  |
|                               |       |                    |   |
| L. Eric Loewe                      |       | Gregg Coccari           |   |
| Print Name                         |       |                    |   |
|                               |       |                    |   |
| SVP, General Counsel and Secretary |       | Chief Executive Officer |
| Title                              |       |                    |   |
|                               |       |                    |   |
| 7/21/08                            |       | 7/21/08                 |
| Date                               |       | Date                    |   |
|                                    |            |                         |  |  |

 

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