f10q1008ex10v_prevention.htm


     

    
      Exhibit
10.5

    

     

     

    PREVENTION
INSURANCE.COM, INC.

    c/o
PARAGON CAPITAL LP

    110
EAST 59TH STREET,
29TH
FL

    NEW
YORK, NY 10022

    (212)
593-1600

    


    October
31, 2008

    


    Mr. Scott
Goldsmith

    2770 So.
Maryland Pkwy.

    Las
Vegas, NV 89109

    


    Dear Mr.
Goldsmith:

    


    This
letter confirms compliance with certain terms of the Schedule A agreement dated
December 28, 2007 between Prevention Insurance.com, Inc. (the “Company” or
“Prevention”), Scott Goldsmith (“Goldsmith”) and Paragon Capital LP (“Paragon”),
as amended.  The consideration for the terms of this letter are
covered in Schedule A and are deemed to be adequate and sufficient.

    


    As of
October 31, 2008, on the one hand, the Company assigns, conveys and transfers
and, on the other hand, Goldsmith hereby accepts such assignment, conveyance and
transfer of all rights, titles and obligations associated with the assets and
liabilities, including but not limited to bank accounts, leases, property,
permits, qualifications, customers, contracts, equipment, agreements, credit
cards, payables, receivables, warranties, liens, charges, security interests,
restrictions, and encumbrances belonging to or in the name of Quick
Pay.  Since Quick Pay is not a separately incorporated entity and is
not a subsidiary of the Company, this conveyance and transfer is in place of and
in satisfaction of the Schedule A spin-off which states: “Spin-off of the shares
of the Company’s subsidiary, Quick Pay, Inc. to Goldsmith.”  The
assets and liabilities are assigned and conveyed by the Company and accepted and
assumed by Goldsmith as is, without representation or warranty of: value,
usefulness, amount or acceptability.  The Company is indemnified and
exculpated by Goldsmith for any future liabilities, claims, dispute, warranties,
taxes, litigation, other future expenses or costs related to Quick
Pay.

    


    To complete the accounting of
this transaction, the Company will receive
from Goldsmith details of Quick Pay related transactions which
occurred during the period from August 1, 2008 to October 31, 2008; including but not limited to:

    


    
      	
              ·  

            	
              Bank statements for City National
      account # 2854 for
      October

            


    

    
      	
              ·  

            	
              Bank statements for City National
      account # 3265 for
      September and
      October

            


    

    
      	
              ·  

            	
              Copies of all credit card
      statements reflecting the activity of September through
      October

            


    

    
      	
              ·  

            	
              Copies of any cash sales checks
      for revenue earned during the
quarter

            


    

    
      	
              ·  

            	
              Detailed breakout of revenue of
      Quick Pay

            


    

    


    In witness whereof, the parties hereto
have executed the letter on the 31st day of October
2008.

    


    Very truly yours,

    


    Prevention Insurance.com,
Inc.

    


    _________________________

    Alan P.
Donenfeld

    


    


    Accepted
and Agreed to By:

    


    


    _______________________

    Scott
Goldsmith