**Exhibit10.21**

 

**AGREEMENT FOR PURCHASE OF AGENCY ASSETS**

**THIS AGREEMENT MADE**this11th day of April, 2006 (the “Agreement”)******by andbetween****InsWeb Insurance Services, Inc., andGoldrush Insurance Services, Inc., both corporations of Gold River, California,collectively hereinafter referred to as “Seller,” and Brooke FranchiseCorporation, a corporation of Overland Park, Kansas, hereinafter referred to as“Purchaser.”

**DEFINITIONS**

For purposes of thisAgreement, the following terms shall have the following meanings unless thecontext clearly requires otherwise:

**Agency Assets.**  Agency Assets shall have the meaning setforth in paragraph 1 of this Agreement. Agency Assets shall specifically exclude: a) the Seller’s operationsrelated to the sale of life and health insurance and annuities, and b) Seller’sparent company’s lead generation/lead distribution operations and assets.

**Company.**  A company issuing, brokering, selling ormaking a market for Policies.

**Insurance Services.**  Insurance services include but are notlimited to the sale, renewal, service or delivery of property casualty insurancepolicies, insurance brokering services, insurance customer services, riskmanagement services and insurance related consulting or advisory services inconnection with Policies.  InsuranceServices shall exclude life insurance, health insurance and annuity related services.

**Person.**  Any individual, sole proprietorship,partnership, joint venture, trust, unincorporated organization, association,corporation, limited liability company, institution or other entity.

**Policies.**  Any and all property and casualty Insurance Services,policies, coverages or products bindably quoted, sold, renewed, serviced ordelivered through Seller to any Person.   Policies shall specifically exclude lifeinsurance, health insurance and annuity services, policies, coverages andproducts.

**Now,therefore,** in consideration of the mutual promises, covenants,and agreements set forth hereinafter, the Seller does hereby agree to sell andthe Purchaser does hereby agree to purchase the Agency Assets hereinafterdescribed on the terms and conditions set forth as follows:

**TERMS AND CONDITIONS**

**1.  Subject Matter of the Agreement**.  Seller hereby agrees to sell, transfer,assign and convey unto the Purchaser all of Seller’s right, title and interestin and to the Policies.  Such sale shallinclude: the “book of business” associated with the Policies which includes butis not limited to: all customer accounts associated with all Policies; goodwillassociated with all Policies; all electronic and paper customer lists, whetherpast, current or prospective customers associated with the Policies; allelectronic and paper customer files, whether past, current or prospectivecustomers associated with the Policies; all customer renewals associated withthe Policies; all electronic and paper customer records, whether past, currentor prospective customers associated with the Policies;  and all other intangible assets associatedwith the Policies.  Such sale shall alsoinclude all office equipment and other personal property specificallyidentified on the listing attached hereto as Exhibit C.  All assets shall be conveyed unto Purchaser,free and clear of any claims, liens and encumbrances whatever.   The assets described in this paragraph shallbe collectively referred to as the “Agency Assets.”

**2.**** Purchase Price**.  (a) In consideration of the sale of the abovedescribed Agency Assets, the Purchaser agrees to pay the total sum of TwoMillion Fifty Thousand and No/100 Dollars ($2,050,000) in the following manner:

(b) The sum of Thirty Thousand and No/100 Dollars ($30,000)as earnest money, the receipt of which is hereby acknowledged.

(c) The sum of One Million Eight Hundred Twenty Thousand andNo/100 Dollars ($1,820,000) shall be paid to Seller on the date of closing.

(d) The balance of the purchase price in the amount of Two HundredThousand and No/100 Dollars ($200,000) shall be paid in one (1) installment of TwoHundred Thousand and No/100 Dollars ($200,000) which shall be due one hundredand twenty (120) days after the closing of this Agreement.

(e) The total purchase price described in paragraph 2(A) (the“Total Purchase Price”) shall be reduced by $200,000 if during the four monthperiod immediately following closing, Seller does not fulfill its obligationsto transfer the Agency Assets to Purchaser

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such as send (or provide to Purchaser to send) the transferletters in the form attached hereto as Exhibit B to Companies, send follow-upletters at Purchaser’s request, sign such other forms or letters required toeffect the transfer, and/or request Companies to discontinue direct deposit ofproperty and casualty commissions to Seller’s accounts and sign all formsnecessary to effect such discontinuance.

**3.** **Conveyance of Title andDelivery of Property**.   (a)Seller shall convey title to the above described Agency Assets by a Bill ofSale which shall be executed, acknowledged, and delivered to the Purchaser onthe closing date of this Agreement, free of all liens and encumbrances whatever.  The bill of sale shall be in the formattached hereto as Exhibit A and made a part hereof by reference.

(b) Seller shall transferto Purchaser all Policies that are a part of the book of business sold pursuantto this Agreement by executing and delivering Transfer Letters (hereinafter the“Transfer Letters”)  to the Purchaser orthe Companies on the closing date of this agreement.  The Transfer Letters shall be in the formattached hereto as Exhibit B with Seller’s original signatures for each suchTransfer Letters.  Seller furthermoreagrees to sign any additional forms or letters which may be required totransfer said Policies or any other Agency Assets set forth in paragraph 1 ofthis Agreement.

(c) Seller shall deliverto Purchaser on the closing date of this Agreement the entire contents of allpaper and electronic files for all of Seller’s past, current and prospectivecustomers associated with the Policies. Delivery shall be at Seller’s expenseand shall be by a courier the parties mutually agree will provide acceptablesecurity and deliverance assurances. Seller shall also deliver to Purchaser, inelectronic and paper format, a book of business report for the Policies byexpiration date.  Electronic files may bemade available in electronic text format using comma separated values or inpaper format by printing customer lists, customer data, customer notes,customer accounting, customer history, Policy expiration lists, Policy notes,Policy accounting, Policy history, claims notes and other records which arestored in Seller’s electronic files. Seller agrees that Seller will arrange to have all Policy datairretrievably deleted from its electronic storage units (such as computers,servers, management systems, backup drives), unless such Policy data resides oncomputer equipment that is transferred to Purchaser under this agreement.

**4.****Closing**.  Closing of this sale shall occur on April 28,2006, and shall be effective on such date (hereinafter the “closing date”),unless another date is agreed upon in writing by the parties.

**5.****Effective Date of Transfer of Business andObligations. **(a) All of theAgency Assets conveyed under the terms of this Agreement shall be transferredas of the closing date.  Purchaser shallbe entitled to all commissions for Policies and other positive statementbalances associated with Policies (whenever and by whomever written) which arereceived on or after the closing date and/or reported on Company commissionstatements received on or after April 15, 2006. Furthermore, Purchaser shall be entitled to all Policy fees (includingbut not limited to all copy fees, administrative fees, broker fees, specialtyfees, MVR fees, etc.) and any bonuses as more fully described in paragraph 5(f),for all Policies (whenever and by whomever written) which are received bySeller or Purchaser from any Person on or after April 15, 2006.  If Purchaser becomes aware of any commissionspaid to Seller but otherwise owed to Purchaser as described above, Purchasermay offset any amounts due Seller pursuant to paragraph 2(d), if any, plus interestat the maximum rate allowable by law (not to exceed 18% per annum) or Purchasermay demand reimbursement from Seller, in which case Seller agrees to fully andpromptly reimburse Purchaser.

(b) Seller shall beliable for all debts, premiums, statement balances reflected on Companystatements dated prior to the closing date, and other obligations incurredprior to the closing date.  Selleracknowledges that the value of the assets sold pursuant to this Agreement isdiminished if Seller does not promptly pay its obligations to Customers, and/orCompanies including without limitation, the net policy premiums (or returnpremiums) on Policies written (or cancelled) prior to the closing date.  As such, if Purchaser becomes aware that anysuch agency related expenses are not paid when due, then Purchaser may elect,but is not obligated, to pay any such amounts on behalf of Seller, in whichevent, at Purchaser’s sole option, Purchaser may offset any amounts due Sellerpursuant to paragraph 2(d), if any, plus interest at the maximum rate allowableby law (not to exceed 18% per annum) or Purchaser may demand reimbursement fromSeller, in which case Seller agrees to fully and promptly reimburse Purchaser.

(c) Seller agrees that in the eventthere are outstanding debts, premiums, return premiums, statement balancesand/or other obligations on Policies written prior to the closing date,Purchaser, at its sole discretion, may offset any amounts collected pursuant tothis paragraph 5(c) from amounts owed to Seller pursuant to this paragraph 5(c).  In the event such amounts collected areinsufficient to satisfy any outstanding debts, premiums, return premiums,statement balances and/or other obligations on Policies, at Purchaser’s soleoption, Purchaser may offset any remaining amounts due Seller pursuant toparagraph 2(d), if any, plus interest at the maximum rate allowable by law (notto exceed 18% per annum) or Purchaser may demand reimbursement from Seller, inwhich case Seller agrees to fully and promptly reimburse Purchaser.

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(d) After the closing date Sellershall not be responsible for payment to Purchaser of commissions on anyreduction of premiums which result from policy cancellations, policyendorsements or policy audits for Policies and which are reflected on anyCompany statement dated after the closing date. After the closing date, Seller shall be responsible for any additionalamounts due Customer, Companies or other Persons which result from policycancellations, policy endorsements, or policy audits for Policies and which arereflected on any Company statement dated prior to (or first recorded on Companystatements dated prior to) the closing date. Correspondingly, after the closing date, Purchaser shall not beresponsible for payment to Seller of commissions on any additional premiumswhich result from Policy endorsements or Policy audits for Policies and whichare reflected on any Company statement dated after the closing date. After theclosing date, Purchaser shall be responsible for any additional amounts dueCustomer or Companies which result from policy cancellations, policyendorsements, or policy audits for Policies and which are reflected on anyCompany statement dated after the closing date; provided such additionalamounts were not first reflected on Company statements dated prior to theclosing date.  Notwithstanding any otherprovision of this Agreement, Seller shall be responsible for any and allamounts due Companies or other Persons which result from policy cancellations,policy endorsements, policy audits, or any other Policy related activityarising out of or in connection with Policies originally written by Sellerthrough any Company that is subject to receivership, rehabilitation, or liquidationas of the closing date, regardless of the time that such charges are invoicedor appear on any Company or agent statement.

(e) Seller shall remit toPurchaser on the closing date any funds received by Seller for Policies writtenon or subsequent to the closing date.

(f) Purchaser shall beentitled to all profit sharing commissions, bonus commissions, performancecompensation, prizes and trips, advertising allowances or override commissionsreceived by Seller or Purchaser on or after the closing date associated withthe Agency Assets.

**6.** **Hold Harmless Guaranty**.  (a) Seller hereby agrees and promisesto indemnify, defend and hold Purchaser harmless for any and all liability thatmay arise by reason of Seller’s or Seller’s owner’s, directors, officers, employeesand independent contractors negligence or failure to renew, issue or otherwiseservice any Policy prior to the date of closing, it being agreed that anyliability for such errors and omissions in the transaction of business shallvest solely with Seller.  Further, Sellerhereby agrees and promises to indemnify, defend and hold Purchaser harmlessfrom and against any and all claims made by any Person for Seller’s, Seller’sowners, directors, officers, employees and independent contractors actions and/orinactions prior to the closing date, including but not limited to any claimfrom a broker/listing agent claiming a fee for the sale of the Agency Assetsthat are the subject matter hereof.

(b) Purchaser herebyagrees and promises to hold Seller harmless for any and all liability that mayarise by reason of Purchaser’s or Purchaser’s owner’s, directors, officers,employees and independent contractors negligence or failure to renew, issue orotherwise service any Policy after the date of closing, it being agreed thatany liability for such errors and omissions in the transaction of businessshall vest solely with Purchaser.

**7.  Contingencies**. (i) ThisAgreement is subject to Purchaser’s due diligence including verification ofSeller’s information set forth in the Seller’s Survey previously submitted toPurchaser, a copy of which is attached hereto as Exhibit G.  (ii) This Agreement is further contingentupon Seller obtaining and providing to Purchaser a form of the non disclosure agreementapplicable to Seller’s licensed personnel, producers, customer servicerepresentatives and employees.  Sellerdoes hereby covenant and agree to enforce such agreements for the continuedbenefit of Purchaser.  However, Selleragrees that Purchaser, at its option, shall have the right to enforce suchagreements, but is not required to do so. (iii) Finally, this Agreement is contingent upon there being no materialadverse change in the manner of operation of Seller’s business, no materialadverse change in the acquired assets, Seller’s full compliance with allapplicable transfer rules and obligations, if any, under State or Federal law,and there being no suit, action, or other proceeding threatened or institutedto restrain, enjoin, or otherwise prevent the consummation of this Agreement orthe contemplated transactions.

**8.**  **Covenants of Seller**.  (a) Seller does, hereby, covenant and agreethat its owners, directors, officers and employees will, at all times, on andafter the closing date, assist and cooperate with Purchaser in transferring toPurchaser all Policies.  Further, Sellerdoes, hereby, covenant and agree that its owners, directors, officers andemployees will, to the extent possible and at all times, on and after theclosing date, assist and cooperate with Purchaser in the transition or transferof the Agency Assets.

(b) Seller, its parentcompany and affiliated companies (collectively for the purposes of thisparagraph 8(b), “Seller”) agree that they will not engage directly orindirectly in the business of selling  property and casualty policies in or within thestates where there are Policies for a period of two (2) years from and afterthe closing date.  Seller further agreesthat for a period of five (5) years from and after the closing date, it willnot directly or indirectly solicit or write property and casualty insurance policiesfor

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any customers that have Policies sold pursuant to this Agreement andwill not directly or indirectly attempt to divert any customer that has aPolicy sold pursuant to this Agreement from continuing to do business with Purchaser.  In addition, Seller agrees not to make anydisparaging statements about Purchaser, its assigns or the Agency Assets.  Seller agrees not to provide any customerlists, customer records, customer files, customer renewal or expiration lists,or other confidential information regarding the Policies sold pursuant to thisAgreement to any Person without Purchaser’s prior written consent.  The parties acknowledge and agree that theperiod associated with any of the restrictive covenants contained in thisparagraph 8(b) shall be suspended during any period of violation and/or anyperiod of time required to enforce this covenant by settlement, mediation,arbitration, litigation, threat of arbitration or threat of litigation. Moreover,Seller agrees that violation of the covenants set forth in this paragraph 8(b)will cause Purchaser irreparable harm and Purchaser shall be entitled to theimmediate issuance of a temporary restraining order for any violations hereof.  The parties also acknowledge that thecovenants set forth in this paragraph 8(b) are material to this agreement, thatthe covenants contained in this paragraph 8(b) are reasonable and necessary,and that Seller has received sufficient and adequate consideration for same.  Notwithstanding any provision of thisparagraph 8(b), Seller shall not be prohibited from conducting its lifeinsurance, health insurance and annuity agency business.  Furthermore, Purchaser acknowledges thatcustomers who own Policies may contact and request quotes through Seller’sinternet based quotation system, that Seller will not screen or block customerswho have Policies from requesting quotes, and that Seller may sell to thirdparties leads generated through quotes requested by customers who ownPolicies.  Notwithstanding any otherprovision of this Agreement, Seller’s internet lead generation/distributionsystem shall not be deemed indirect solicitation or writing of customers and Sellershall not be prohibited from conducting its lead generation and distributionbusiness in any state so long as such business is conducted in the ordinarycourse and Seller does not distribute, sell or provide in whole or in part thelist of Policies to any Person.

 

(c) Seller does herebycovenant and agree to deliver to Purchaser all evidence of ownership and originof all Agency Assets.

(d) Seller does herebycovenant and agree to enforce, for the continued benefit of Purchaser, all nondisclosure agreements pertaining to the Policies or related information betweenSeller and its owners, producers, directors, officers, independent contractorsand employees.

(e) From the date hereofand continuing through the closing date, described as the “Interim Period”,Seller shall not transfer, remove or sell or contract to transfer, remove orsell any Agency Assets.  During theInterim Period, Seller shall promptly notify Purchaser of any change in agencyoperations which might have a material adverse effect on the Agency Assets.

(f) The Seller covenants,warrants and represents that it will disclose to Purchaser prior to the closingdate all Companies that direct deposit (or otherwise deliver) commissions intoany of Seller’s accounts.  Seller herebycovenants and agrees that if Companies, continue on or after the closing dateto directly deposit or deliver checks to Seller for commissions due Purchaserpursuant to this Agreement, Seller will immediately notify Purchaser that saidcommissions were deposited into Seller’s account (or otherwise delivered toSeller) and will forward said commissions on to Purchaser within five (5)business days of such deposit or delivery. Seller agrees that if its fails to abide by the terms of this paragraph8(f), Purchaser has the authority to decrease amounts due Seller, if any,pursuant to paragraph 2(d) or any other provision of this Agreement, plusinterest at the maximum rate allowable by law (not to exceed 18% per annum),and further has the right to pursue any and all other remedies available to it.

(g)  The Seller covenants, warrants and representsthat there are no creditors and/or lienholders with a claim against the AgencyAssets.  Purchaser acknowledges theexistence of a putative claim against Seller captioned Amy Ann Healy v.Leader Insurance Company, et al Allegheny County, Pennsylvania No. GD04-8624. Seller hereby covenants and agrees that if any creditors and/orlienholders (including but without limitation Amy Ann Healy) make a claimagainst Purchaser or any Agency Assets that are the subject matter of thisAgreement, Seller and its parent company shall satisfy such claims in full, tothe satisfaction of such creditors and/or lienholders and to the satisfactionof Purchaser, it being agreed that Seller and its parent company agree toindemnify, defend and hold Purchaser harmless from and against any suchcreditors’ and/or lienholders’ claims, liens and/or other encumbrances.

**9.**  **Warranties andRepresentations of the Purchaser**. The Purchaser warrants and represents that it is a corporation, dulyorganized, existing and in good standing under the laws of the State ofMissouri. Purchaser warrants and represents that it has taken all necessarycorporate action, including, but not limited to, binding resolutions of all ofits directors to enter into this agreement and to carry out the terms andconditions thereof.

**10.  Warranties and Representations of the Sellers**.  (a) If Seller is a corporation dulyorganized, existing and in good standing under the laws of the State of Californiaand Seller warrants and represents that it has taken all necessary action andhas the

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requisite authority,including, but not limited to, binding resolutions/actions of all of itsdirectors and shareholders/members to enter into this Agreement and to carryout the terms and conditions thereof.

(b) The Seller warrants andrepresents that it has received sales commissions in connection with thePolicies, excluding

(i)                   profit sharingcommissions,

(ii)                vested producercommissions,

(iii)             life and/or healthinsurance commissions,

(iv)            policy fees, and

(v)     brokered policies commissions (which shallnot be interpreted to include Policies written through Goldrush InsuranceServices, Inc.), of at least One Million Five Hundred Thirty-nine ThousandSeven Hundred and No/100 Dollars ($1,539,700), for the twelve (12) month periodending February 28, 2006.  This figurerepresents the amount Seller has booked in their financial statements for theperiod of March 1, 2005 to February 28, 2006 in accordance with GAAP. TheSeller warrants and represents that, in connection with the Policies, it hasreceived policy fees (which for the purposes of this Agreement shall be deemedto include but not be limited to all copy fees, administrative fees, consultingfees, broker fees, specialty fees, MVR fees, application fees, etc.) of atleast Zero and No/100 Dollars ($0000), for the twelve (12) month period ending February28, 2006.  The Seller warrants andrepresents that it has provided (or will provide by April 17, 2006) accurateand complete third party documents containing commissions information and thatan affidavit, a copy of which is attached hereto as Exhibit D, has beenexecuted (or will be executed simultaneously at the time such third partydocumentation is provided) and attached to said documents.  The Seller further warrants and representsthat it has provided (or will provide by April 17, 2006) accurate and completedocumentation requested by Purchaser with regard to such policy feesrepresented.  Furthermore, prior toclosing Seller agrees to notify Purchaser immediately if it becomes aware ofany circumstances which would reduce the amounts warranted or represented inthis paragraph 10(b) or would make the documents provided with Exhibit Dunreliable for forecasting future commissions, including without limitation:(a) the actual or pending cancellation or non renewal of any Policies, (b)Company changes in underwriting, organization, premiums or management, (c) theactual, pending or threatened Company contract cancellation, whether written orverbal, or (d) regulatory changes.

(c) The Seller warrantsand represents that it is the sole and legitimate owner of the Agency Assets tobe purchased and sold pursuant to this Agreement.

(d) The Seller warrantsand represents that it currently has an errors and omissions insurance policyin force and that such policy will remain in force for a period of three (3)years from and after the closing date to provide continuing errors andomissions insurance coverages or that a “tail” policy will be or has beenpurchased (on or before the closing date) which provides for continuing errorsand omissions insurance coverages for a period of three (3) years.  In either case, Seller will provide Purchaserwith proof of such coverage on the closing date and annually thereafter.

(e) The Seller warrantsand represents that all of its licensed producers and representatives are/havebeen employees and that it does not have (and has not had during the precedingtwelve (12) months) agreements with employees other than non disclosure agreementssigned by employees for the benefit of and to protect Seller.

(f) The Seller warrantsand represents that it has fully and accurately disclosed to Purchaser inwriting in the form attached hereto as Exhibit F:  all trade names Seller currently uses or hasused; all locations at or from which Seller conducts or has conducted agencybusiness; all websites and email addresses; all telephone and telefax numbers;Seller’s chief executive office if Seller conducts business at more than onelocation;  names of prior owners of anyof the Agency Assets;  and the locationof Agency Assets for preceding five (5) years.

(g) The Seller warrantsand represents that it has fully and accurately disclosed to Purchaser allinformation elicited by the Seller’s Survey attached hereto as Exhibit G.

(h)  Some jurisdictions have adopted bulk transferlaws requiring that Seller’s creditors be given advance notice of an assetsale.  Failure to comply with the bulktransfer requirements can result in the transfer being ineffective with respectto the Seller’s creditors, leaving them in a position to recover against theassets purchased by the Purchaser. Seller and Seller’s parent company agree to fully defend, indemnify andhold Purchaser harmless from and against such creditors’ claims.

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(i)  The Seller warrants and represents thatSeller has paid or will pay on or prior to the closing date all debts,premiums, claims, statement balances and obligations on Policies, whether toCompanies, policy holders, or otherwise, written prior to the closing date.

**11.** **Use of Names and PO Boxand Telephone Number**. As a result of the sale contemplated herein,the Purchaser shall on and after the date of closing be entitled to the use ofthe Seller’s Name (“InsWeb Insurance Services” and “Goldrush Insurance Services”)for transitional purposes.  Transitionalpurposes shall include use of Seller’s Name in electronic and paper customernotifications of the transfer, electronic and paper Company notifications ofthe transfer, and electronic and paper public announcements; provided that allmaterials using Seller’s Names shall be approved by InsWeb Corporation prior todissemination, which approval shall not be unreasonably withheld or delayed.  Furthermore, Purchaser’s use of Seller’s Namesfor transitional purposes shall not imply or state that Seller has endorsed themessage, that Seller is the sender, or that Purchaser is the owner of Seller’sName.  For a period of two (2) yearsfollowing the closing date, the Seller shall not use or authorize anyone elseto use Seller’s Names in connection with a property and casualty insuranceagency operation.  Purchaser shallacquire all rights to the telephone listings, telephone numbers, telefaxnumbers, email addresses, websites, and post office boxes listed on Exhibit F.

**12.** **Security Interest. **(a) To secure the payment of thesums described in paragraph 2(d) hereof, Purchaser hereby grants to Seller asecurity interest in and to the Agency Assets, as of the closing date, whichare purchased from Seller pursuant to this Agreement.  Such security interest shall be subordinateto any security interest granted by Purchaser to the lender financing Purchaser’sacquisition of the Agency Assets.  (b)The Purchaser agrees to deliver to the Sellers a UCC-1 financing statementevidencing said security interest in form suitable for filing upon request fromSeller.

**13.** **Default.   **(a)****Timeis of the essence of this Agreement. Purchaser agrees that Purchaser shallcomplete its inspection pursuant to paragraph 7(i) within five (5) businessdays of receipt of information from Seller reasonably necessary to conductPurchaser’s due diligence inspection (the “Inspection Cut Off Date”).  If Purchaser is dissatisfied with theinspection described in paragraph 7(i), Purchaser shall notify Seller of itsdissatisfaction on or before the close of business on the Inspection Cut OffDate, and this Agreement may, at option of the Purchaser, become null and void,and Purchaser shall be entitled to the return of all earnest money payments andall parties shall thereupon be released from any further liability under thisAgreement.  If Purchaser does not notifySeller of Purchaser’s dissatisfaction on or before the Inspection Cut Off Date,the earnest money deposit paid by Purchaser pursuant to paragraph 2(b) shallbecome non refundable and in the event that the Purchaser shall fail to pay theamount due on the date of closing as described in paragraph 2(c) hereof, thenthis Agreement shall immediately become null and void and the Seller shall beentitled to retain the earnest money described in paragraph 2(b) hereof asliquidated damages.  Notwithstanding theother provisions of this paragraph 13(a), in the event either contingency setforth in paragraph 7(ii) or (iii) is not met, this Agreement may, at option ofthe Purchaser become null and void and Purchaser shall be entitled to thisreturn of all earnest money payment and all parties shall thereupon be releasedfrom any further liability.

(b) In the event that the Purchaser shall fail to make any of theinstallment payments described in paragraph 2(d) hereof within five (5) days ofthe payment due date, Seller, or their authorized agents, shall give writtennotice of such default to the Purchaser at the address shown hereinafter.  In the event Purchaser fails to cure itsdefault within ten (10) days of receipt of written notice, then the Sellershall be entitled to interest at the maximum rate allowable by law (not toexceed 18% per annum), and further has the right to pursue any and all other legalremedies available to it.

**14.** **Assignment of Purchaser’sInterest.**It is agreed that Purchaser has the unconditional right toassign or transfer any or all of Purchaser’s rights and obligations obtained orincurred pursuant to this agreement to a qualified assignee or purchasercapable and having financial resources to honor all commitments containedherein, as may be determined by Purchaser. In the event of any such assignment or transfer, Purchaser hereby guarantiesall payments due Seller under the terms of this Agreement.

**15.** **Miscellaneous Agreementsof the Parties**.  (a) ThePurchaser shall not assume any of Seller’s obligations with regards toemployees, producers, independent contractors, lessors (real or personalproperty, equipment or otherwise), vendors, suppliers, advertisers or utilitycompanies. (b) Seller and Seller’s parent company acknowledge that Purchasershall make public statements regarding the acquisition of the Agency Assets andconsent to a press release and other public statements by Purchaser regardingthe acquisition by Purchaser of the Agency Assets; provided however, all publicstatements or press releases by Purchaser shall b approved by InsWebCorporation prior to their dissemination, which approval shall not be unreasonablywithheld or delayed..

**16.** **Entire Agreement. **(a) This Agreement contains all ofthe terms and conditions of agreement between the parties hereto relative tothe subject matter hereof, and no other agreement relative thereto betweenthem, whether past, present or future, shall be valid unless the same isreduced to writing and signed by each of the parties.

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(b) Upon execution ofthis Agreement, any confidentiality agreement previously signed by Purchaser,if any, is no longer valid and no longer enforceable; provided however,Purchaser shall continue to maintain the confidentiality required by thisAgreement.

(c) The parties agree that the following listed exhibits are anintegral part of this agreement.  Theparties acknowledge that Exhibit B, Exhibit C, Exhibit E, and Exhibit F arefully executed original documents.  Theparties further acknowledge that Exhibit D and Exhibit G are copies of fullyexecuted original documents.

Exhibit A-       Bill of Sale

Exhibit B-         Transfer Letter(s)

Exhibit C-         Listing of OfficeEquipment and Other Personal Property

Exhibit D-        Affidavit

Exhibit E-          List of Agreements

Exhibit F-          Disclosure of TradeNames, etc.

Exhibit G-         Seller’s Survey

(d)  This Agreement may be deliveredelectronically and may be executed in two or more counterparts, each of whichshall be deemed an original, and all of which when taken together shallconstitute one and the same agreement.

**17.  Amendments.**  This Agreement may not be modified, revised,altered, added to, or extended in any manner, or superseded other than by aninstrument in writing signed by all the parties hereto.  No waiver of any provision hereof shall beeffective unless agreed to in writing by all parties hereto.  Any modification or waiver shall only beeffective for the specific instance and for the specific purpose for whichgiven.

**18.  Failure to Enforce, Not Waiver.**  The failure by either party to enforce anyprovision of this Agreement shall not be in any way construed as a waiver ofany such provision nor prevent such party thereafter from enforcing each andevery other provision of this Agreement.

**19.  Invalidity or Non-enforceability.**  The invalidity or non-enforceability of anyparticular provision of this Agreement shall not affect the other provisionshereof, and this Agreement shall be construed in all respects as if suchinvalid or unenforceable provisions were omitted.  However, if it is determined that the noncompete or non solicit provisions set forth in paragraph 8(b) are notenforceable for any reason (including but not limited to being unenforceablefor the full stated period of time or the stated geographic region), such noncompete or non solicit provisions shall not be stricken, but shall be reformedto the extent required to be enforceable under and comply with applicable lawand as reformed shall be fully enforceable.

**20.  Governing Law.**  This Agreement shall be construed andgoverned by the laws of the State of Kansas. Subject to paragraphs 24 and 25, at the option of Purchaser,jurisdiction and venue for any dispute arising under or in relation to thisAgreement will lie only in the State of Kansas with the Phillips CountyDistrict Court, or the U.S. District Court having jurisdiction over PhillipsCounty in the State of Kansas.  Thelocale for any arbitration shall be the American Arbitration Associationhearing office in Kansas City Missouri. In the event that an arbitrationaction, lawsuit, administrative proceeding or litigation is brought withrespect to this Agreement, the prevailing party shall be entitled to bereimbursed for, and/or have judgment entered with respect to, all of its costsand expenses, including reasonable attorney’s fees’ and legal expenses.

**21.  Notices.**  Notices which may be required to be sent bySeller or Purchaser in accordance with this Agreement shall be sent to theaddress set forth below or such other address as may be designated by suchparty provided notice of such change in address has been given to the otherparty.  Notices shall be deemed effectiveif in writing, and delivered by hand or mailed by United States Mail, postageprepaid, mailed by certified mail, with return receipt requested, or mailed byexpress courier with date of receipt confirmed. The effective date of notice shall be the day of delivery by hand; ifmailed by regular mail, four business days following the mailing thereof; and,if by certified mail or express courier, the date of receipt thereof:

| **Seller Address:**                | **Purchaser Address:**         |
|------------------------------------|--------------------------------|
| InsWeb Insurance  Services, Inc.   | Brooke Franchise Corporation   |
| Goldrush  Insurance Services, Inc. | Attn: Shawn Lowry              |
| 11290 Pyrites  Way                 | 10950 Grandview Drive, Ste 500 |
| Gold River CA  95670               | Overland Park, KS 66210        |
| Attn: General  Counsel             |                           |

 

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**22.****Binding Effect**. This agreement executedin triplicate shall be binding upon each of the parties hereto, their heirs,administrators, successors and assigns. The use of the masculine shall include the feminine, and the use of thesingular shall include the plural.

**23.  Timeliness**.  Timeliness and punctuality are essentialelements of this Agreement.

**24.  Mediation.**  Any issue, claim or dispute that may ariseout of or in connection with this Agreement (including any exhibits, addenda orother document executed in connection herewith) and which Purchaser and Sellerare not able to resolve themselves by negotiation, shall be submitted tomediation in a manner agreed to by Purchaser and Seller.  Purchaser and Seller agree to use mediationto attempt to resolve such issue, claim or dispute prior to filing anyarbitration action, lawsuits, complaints, charges or claims.  Purchaser and Seller will select anindependent mediator agreeable to both parties. The mediator will communicate with the parties to arrange and convenethe mediation process that will be most efficient, convenient and effective forboth parties.  The costs of the mediationand fees of the mediator will be borne equally by Purchaser and Seller.  The parties will cooperate with the mediatorin coming to a reasonable agreement on the mediation arrangements which willinclude the time and place for conducting the mediation, who will attend orparticipate in the mediation and what information and written material will beexchanged before the mediation.  Themediation will be conducted at a place agreeable to both Purchaser and Seller.

**25. Arbitration**.  Any issue, claim or dispute that may ariseout of or in connection with this Agreement (including any exhibits, addenda orother document executed in connection herewith) and which Purchaser and Sellerare not able to resolve themselves by mediation, shall be submitted toarbitration administered by the American Arbitration Association under itsCommercial Arbitration Rules, and judgment on the award rendered by thearbitrator(s) may be entered in an court having jurisdiction thereof.  Purchaser and Seller agree to use arbitrationto resolve such issue, claim or dispute prior to and in lieu of filing anylawsuits, complaints, charges or claims. In the event a proceeding is brought with respect to this Agreement, theprevailing party shall be entitled to be reimbursed for and/or have judgmentfor all of their costs and expenses, including reasonable attorney’s fees andlegal expenses.

**26.  Advice of Counsel.**  Seller acknowledges and agrees that this Agreementand all other agreements ancillary hereto have been prepared by Purchaser andcounsel for Purchaser representing its interests and not those of Seller withrespect to the transactions documented by this Agreement and the ancillarydocuments.  Seller further acknowledgesand agrees that Seller has been provided the opportunity and encouraged toconsult with counsel of Seller’s own choosing with respect to this Agreementand the ancillary agreements.  Selleracknowledges that Seller has read all of the provisions of this Agreement andthat each understands such provisions.
| **SELLER:**                               | **PURCHASER:** |
|-------------------------------------------|----------------|
| ** **                                | ** **     |
| **/s/ L. ERIC LOEWE**                     | ** **     | **/s/ SHAWN  LOWRY** |
| Senior Vice President and General Counsel | President      |
| ** **                                | ** **     |
| **SELLER:**                               | ** **     |
|                                      |           |
| **/s/ L. ERIC LOEWE**                     | ** **     | ** ** |
| Senior Vice President and General Counsel | ** **     |

 

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**AGREEMENT**

 

The undersigned agree(s) to and is (are) bound bythe covenants set forth in paragraph 8(b), 8(g) and 10(h) herein andspecifically acknowledge that the covenants contained in said paragraphs areassignable and are reasonable and necessary and that the undersigned hasreceived ample consideration for same.

#### **InsWebCorporation**

| **/s/ L. ERIC  LOEWE**                    | ** ** |
|-------------------------------------------|------------|
| Senior Vice President and General Counsel |

 

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*Exhibit Ato Agreement for Purchase of Agency Assets*

**BILL OF SALE**

Now on this 28th day of April, 2006, for good and valuableconsideration, the receipt of which is hereby acknowledged, InsWeb InsuranceServices, Inc. and Goldrush Insurance Services, Inc. of Gold River, California,collectively as Seller, hereby sells, transfers, assigns and conveys untoBrooke Franchise Corporation, all of Seller’s right, title and interest in andto the Policies.  Such sale shallinclude: the “book of business” associated with the Policies which includes butis not limited to: all customer accounts associated with all Policies; goodwillassociated with all Policies; all electronic and paper customer lists, whetherpast, current or prospective customers associated with the Policies; allelectronic and paper customer files, whether past, current or prospectivecustomers associated with the Policies; all customer renewals associated withthe Policies; all electronic and paper customer records, whether past, currentor prospective customers associated with the Policies; and all other intangibleassets associated with the Policies.  Allassets shall be conveyed unto Purchaser, free and clear of any claims, liensand encumbrances whatever.   The assetsdescribed in this paragraph shall be collectively referred to as the “AgencyAssets.”

All assets are herebyconveyed unto Purchaser, free and clear of any claims, liens, taxes andencumbrances whatever.
|                            | **SELLER** |
|----------------------------|------------|
| Attest: (If  incorporated) |       |
|                       | By:        |   |
|                       | Name:      |
|                       |       | Title: |
| Secretary                  |       |
|                       | ** ** |
|                       | **SELLER** |
| Attest: (If incorporated)  |       |
|                       | By:        |   |
|                       | Name:      |
|                       |       | Title: |
| Secretary                  |       |
|                       |       |
|                       |       |
| State of                   |       |   |   |
| County of                  |       |   |   |
|                            |            |  |  |  |  |  |  |

 

        Be it remembered that onthis         day of           ,2006, before me, a Notary Public, in and for the County and State aforesaid,appeared             and                      whoare known to me and who executed the above and foregoing Bill of Sale.

 
|                                                                                                                                                                                                                                                  |          |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|--------|
|                                                                                                                                                                                                                                                  |          |   |
|                                                                                                                                                                                                                                                  |          |   |
|                                                                                                                                                                                                                                                       |          |   |
|                                                                                                                                                                                                                                                  | Notary Public |
|                                                                                                                                                                                                                                                  |          |
|                                                                                                                                                                                                                                                  |          |
| My Commission  Expires:                                      |          |   |
|                                                                                                                                                                                                                                                       |               |        |  |

 

 

 

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*Exhibit Bto Agreement for Purchase of Agency Assets*

### **TRANSFER LETTER**

(Date)

ATTENTION:  Agency Licensing / Agency Contracting /Marketing Department / Underwriting Department / Accounting Department

Re:          Transfer of [InsWeb Insurance Services,Inc.] Policies (Seller’s Agency Code)

To Whom It May Concern:

Be advised that InsWebInsurance Services, Inc. of Gold River, California has sold its property andcasualty policies to Brooke Franchise Corporation effective on April 28, 2006.  Please route this transfer letter to theproper department so that the agent of record for the policies assigned to InsWebInsurance, Inc. will be transferred to Brooke Agency Services Company, LLC.

 The following information about Brooke AgencyServices Company, LLC is provided to expedite the process:

Primary Contact

Voice Phone Number

Fax Phone Number

Email Address

PO Box

 

Street Address

City, State and Zip Code

Tax Identification Number

 

Thank you.

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

 

Brooke Agency ServicesCompany LLC accepts transfer of the referenced policies.  I have attached a resolution that authorizesme to accept these policies on behalf of Brooke Agency Services Company LLC andnames the individuals who may transfer these policies or change address onBrooke Agency Services Company’s behalf in the future.   **In addition to effectingthe above transfer, we hereby requests that all current agency bill policies beconverted to direct bill and that all new policies be issued direct bill.**  Thank you for your time and attention to thismatter.
|   |   |
|--------|--------|
|        | By:    | Bryan Whipple |
|   | Title: | Vice President |
|        |        |  |  |

 

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*Exhibit C to Agreement for Purchase of AgencyAssets*

**LISTINGOF OFFICE EQUIPMENT AND OTHER PERSONAL PROPERTY**

1.                     NONE

 

 

The above listingspecifically identifies the office equipment and personal property which are apart of the assets being sold pursuant to our Agreement.
| ** **  | ** **     |
|-------------|----------------|
| **SELLER:** | **PURCHASER:** |
|        |           |
|        |           |   |   |
| By:         | By:            |
| Title:      | Title:         |
| ** **  |           |
| **SELLER:** |           |
|        |           |
|        |           |   |
| By:         |           |
| Title:      |           |

 

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*Exhibit Dto Agreement for Purchase of Agency Assets*

### **AFFIDAVIT**

**STATE OF                                   )**

**COUNTY OF                               )**

**COMESNOW,** the undersigned, having first been duly sworn on oath,states and alleges as follows:

1.                  Theundersigned is sufficiently familiar with insurance industry accountingprocesses to understand what documents are required by Brooke FranchiseCorporation to verify commissions from independent sources such as insurancecompanies and managing general agents and these documents are attached.

2.                  Theattached documents are originals or copies certified by the undersigned to beaccurate representations of the originals. The attached documents are full and complete records and have not beenaltered.

3.                  Theundersigned is not aware of any circumstances which would make the attacheddocuments unreliable for forecasting future commissions.  Such circumstances could include (a) theactual or pending cancellation or non-renewal of policies which are notrecorded on the attached documents; (b) insurance company changes inunderwriting, organization, premiums or management; (c) the actual, pending orthreatened Company contract cancellation, whether written or verbal; or (d)regulatory changes.

4.                  Theattached documents include full and complete statements for the followinglisting of insurance companies and general agents for the period of             ,             to            ,             .

Dated:                                

SEE ATTACHED LISTING

The attached documentsare originals or certified copies of original documents necessary for BrookeFranchise Corporation to verify commissions from independent sources pursuantto paragraph 10(b) of the Agreement and the undersigned hereby certifies theattached to be accurate originals thereof or representations of originals.
| **SELLER:**    | ** ** |
|----------------|------------|
|           |       |
| By:            |       |
| Title:         |       |
| ** **     | ** ** |
| **SELLER:**    | ** ** |
|           |       |
| By:            |       |
| Title:         |       |
|           |       |
| **STATE  OF**  |       |   |
| **COUNTY  OF** |       |   |
|                |            |  |  |

 

        Be it remembered that on this          day of            ,               ,before me, a Notary Public, in and for the County and State aforesaid, appeared                          who is known to me and who executed the above and foregoing Affidavit.
|                                                                                                                                                                                                                                                  |          |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|--------|
|                                                                                                                                                                                                                                                  |          |   |
|                                                                                                                                                                                                                                                  |          |   |
|                                                                                                                                                                                                                                                       |          |   |
|                                                                                                                                                                                                                                                  | Notary Public |
|                                                                                                                                                                                                                                                  |          |
|                                                                                                                                                                                                                                                  |          |
| My Commission  Expires:                                      |          |   |
|                                                                                                                                                                                                                                                       |               |        |  |

 

 

 

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*Exhibit E to Agreement for Purchase of AgencyAssets*

**LISTING OF AGREEMENTS**

1.         None other than non disclosureagreements signed by all employees in a form submitted to Purchaser.

The above listingspecifically identifies all written and verbal agreements that Seller currentlyhas, or has had during the past twelve (12) months, with licensed producers,representatives, agents or other Persons related to Seller’s Agency Assets.
| **SELLER**  | **PURCHASER:** |
|-------------|----------------|
|        |           |
|        |           |   |   |
| By:         | By:            |
| Title:      | Title:         |
|        |           |
| **SELLER:** |           |
|        |           |
|        |           |   |
| By:         |           |
| Title:      |           |

 

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*Exhibit F to Agreement for Purchase of AgencyAssets*

**LISTING OF TRADE NAMES, ETC.**
| 1.     |   | Trade Names:                   |   | InsWeb Insurance Services   |
|--------|--------|--------------------------------|--------|-----------------------------|
|   |   |                           |   | Goldrush Insurance Services |
|   |   |                           |   |                        |
| 2.     |   | Business addresses             |   | 11290 Pyrites Way           |
|   |   |                           |   | Suite 200                   |
|   |   |                           |   | Gold River, CA 95670        |
|   |   | P.O. Box #s:                   |   | P.O.Box 580                 |
|   |   |                           |   | Gold River, CA 95741-0580   |
| 3.     |   | Websites/Email Addresses:      |   |                        |
|   |   |                           |   |                        |
|   |   |                           |   |                        |
| 4.     |   | Telephone and telefax numbers: |   |                        |
|   |   |                           |   |                        |
| 5.     |   | Former owners:                 |   | None                        |
|   |   |                           |   |                        |
| 6.     |   | Secondary Locations:           |   | None                        |
|   |   |                           |   |                        |
| 7.     |   | Former Locations:              |   | None                        |
|   |   |                           |   |                        |
| 8.     |   |                           |   |                        |

 

Seller warrants andrepresents the above listing specifically identifies all trade names Sellercurrently uses or has used; all locations at or from which Seller conducts orhas conducted agency business; all websites and email addresses; all telephoneand telefax numbers; Seller’s chief executive office if Seller conductsbusiness at more than one location; place of individual Seller’s current andpast places of residence (past five (5) years) and the period during whichSeller resided at such place; names of prior owners of any of the AgencyAssets; all sweep accounts and other business related bank accounts; and thelocation of Agency Assets for preceding five (5) years.
| **SELLER:** | **PURCHASER:** |
|-------------|----------------|
|        |           |
|        |           |   |   |
| By:         | By:            |
| Title:      | Title:         |
|        |           |
| **SELLER:** |           |
|        |           |
|        |           |   |
| By:         |           |
| Title:      |           |
|             |                |  |  |  |

 

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*Exhibit Gto Agreement for Purchase of Agency Assets*

**SELLERSURVEY**

The attached SellersSurvey is an original or certified copy thereof and is a true and accuraterepresentation of the information elicited thereby.
| **SELLER:**                                                                                                                                                                                                                                                                                                                             | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                                                                                                                                                                                                                                                                                                    |       |
|                                                                                                                                                                                                                                                                                                                                    |       |   |
| By:                                                                                                                                                                                                                                                                                                                                     |       |
| Title:                                                                                                                                                                                                                                                                                                                                  |       |
|                                                                                                                                                                                                                                                                                                                                    |       |
| **SELLER:**                                                                                                                                                                                                                                                                                                                             | ** ** |
|                                                                                                                                                                                                                                                                                                                                    |       |
|                                                                                                                                                                                                                                                                                                                                    |       |   |
| By:                                                                                                                                                                                                                                                                                                                                     |       |
| Title:                                                                                                                                                                                                                                                                                                                                  |       |
| ** **                                                                                                                                                                                                                                                                                                                              | ** ** |
| **State  of                                                     )** | ** ** |
| **County  of                                                  )**                       | ** ** |

 

 Be it remembered that on this            day of                     ,200   , before me, a Notary Public, in and for the County andState aforesaid, appeared                                who is known to me and who executed the attached Seller Survey.
|                                                                                                                                                                                                                                                  |          |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|--------|
|                                                                                                                                                                                                                                                  |          |   |
|                                                                                                                                                                                                                                                  |          |   |
|                                                                                                                                                                                                                                                       |          |   |
|                                                                                                                                                                                                                                                  | Notary Public |
|                                                                                                                                                                                                                                                  |          |
|                                                                                                                                                                                                                                                  |          |
| My Commission  Expires:                                      |          |   |
|                                                                                                                                                                                                                                                       |               |        |  |

 

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