Exhibit 10.24


 


AMENDMENT TO SERVICES AGREEMENT


 


This Amendment
to 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, a
Colorado 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 Agreement
entered into by and between the parties, dated July 10, 2007 (the “Agreement”).


 


WHEREAS, the
parties mutually desire to update and amend certain commercial terms of the
original Agreement;


 


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


 


1.              Definitions.  Capitalized terms not otherwise expressly
defined herein will have the meanings given such terms in the Agreement.  The term, “Agreement” for purposes of this
Amendment and for all purposes of the Agreement means the Agreement as amended
and modified hereby.


 


2.              Amendment.  The following provisions are
amended:


 


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


 


This Agreement shall be effective as of May 1, 2008 (“Effective
Date”) and shall continue for a period of eighteen months unless earlier
terminated as described herein (the “Term”). After
the initial Term, the Term will automatically continue unless and until either
party provides the other party with at least ninety (90) days prior written
notice of termination.


 


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


 


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


 


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


 


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


 


4.              Reaffirmation. 
Except as otherwise specifically set forth herein, the terms and
conditions of the Agreement, as amended hereby, are ratified, confirmed and
approved.  Only the Agreement as modified
hereby and this Amendment, constitute the agreement of the parties; all other
agreements, whether oral or written are hereby superseded and replaced.


 


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


 


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


 


SIGNATURE PAGE FOLLOWS


 

















 


IN WITNESS WHEREOF, the undersigned have executed this
Amendment 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