ADDENDUM AND CERTIFICATE OF
ADJUSTMENT TO
WARRANT

    


    This ADDENDUM AND CERTIFICATE OF
ADJUSTMENT TO WARRANT is hereby issued by Health Benefits Direct Corporation, a
Delaware corporation (the “Company”), as of September 30,
2010.  Capitalized terms used herein and not defined herein shall have
the meanings ascribed to such terms in the Warrant (as defined
below).

    


    WHEREAS, the Company issued that
certain Warrant to purchase shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), dated January 19, 2009, to The
Co-Investment II, L.P. (the “Warrant”); and

    


    WHEREAS, on September 30, 2010, the
Company issued to certain investors new warrants to purchase shares of the
Company’s Common Stock at an exercise price of $0.15 per share (the “New
Warrants”); and

    


    WHEREAS, Board of Directors of the
Company approved the amendment of the expiration date of certain anti-dilution
provisions of the Warrant, as set forth in Section 9(c) of the Warrants as “two
years after the Common Stock Authorization Date”, such that said anti-dilution
provisions would expire consistent with the expiration of similar anti-dilution
provisions of the New Warrants; and

    


    WHEREAS, in accordance with Section
9(f) of the Warrant, the Company is required to provide a certificate of
adjustment in favor of the Warrant holder (the “Holder”).

    


    NOW, THEREFORE, the Company hereby
certifies:

    


    1.           On
September 30, 2010, the New Warrants became exercisable for shares of the
Company’s Common Stock at an exercise price of $0.15 per share.

    


    2.           In
accordance with the terms and conditions of the Warrant, the Exercise Price of
the 20,000,000 shares of common stock the Holder is entitled to subscribe for
under the terms and conditions of the Warrant is hereby reduced to $0.15 per share.

    


    3.           The
total number of shares of Common Stock issuable to the Holder upon the exercise
of the Warrants, following the adjustment set forth in Section 2 above, is
26,666,666.667.

    


    4.           The
phrase “prior to the date that is two years after the Common Stock Authorization
Date” in Section 9(c) of the Warrant is replaced with the phrase “prior to
September 30, 2012”.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the undersigned has
caused this certificate to be executed as of the date hereof.

    


    
      
        
          
            
              
                
                  	
                          HEALTH
      BENEFITS DIRECT CORPORATION

                        
	 
      	 
      
	
                          By:

                        	
                             

                        
	
                          Name:

                        	
                          Anthony
      R. Verdi

                        
	
                          Title:

                        	
                          Chief
      Financial Officer

                        
	 
      	
                          and
      Chief Operating
Officer