Exhibit 10.16  [INSWEB CORPORATION LETTERHEAD]   August 21, 2002 Mark Guthrie 1779 Santa Maria Way El Dorado Hills, CA  95762  Re:          Employment Agreement  Dear
Mark:  Pursuant
to our recent discussions, this letter sets forth the terms of your continued
employment with InsWeb Corporation (the Company).  1.             Position and Duties.  Effective as of July 1, 2002, you will be
employed by the Company as its Chief Executive Officer, reporting to the
Companys Board of Directors (the Board). 
You accept employment with the Company on the terms and conditions set
forth in this Agreement, and you agree to devote your full business time,
energy and skill to your duties at the Company.  2.             Term of Employment.   Your employment with the Company is for no
specified term, and may be terminated by you or the Company at any time, with
or without cause, subject to the provisions of Paragraphs 4 and 5 below.  3.             Compensation.   You will be compensated by the Company for
your services as follows:  (a)           Salary:   Effective as of July 1, 2002, you will be
paid a monthly salary of $22,916.66 ($275,000 per year), less applicable
withholding, in accordance with the Companys normal payroll procedures.  Any adjustment to your salary shall be at
the sole discretion of the Board.  (b)           Bonus:   You
will be eligible to participate in any incentive compensation plans adopted by
the Company for its executives.  (c)           Benefits:   You will have the right, on the same basis
as other employees of the Company, to participate in and to receive benefits
under any Company life, medical, dental or other group insurance plans, as well
as under any other Company fringe benefit plans/policies.  (d)           Stock Option:  In addition to any prior stock options
granted to you by the Company, and subject to the Boards approval, you will be
granted an option to purchase 100,000 shares of the Companys common stock
under the Companys stock option plan at an exercise price equal to the fair
market value of that stock on the option grant date, which will be July 1,
2002 (the New Option).  Provided you
remain employed by the Company, the New Option will vest over a three year
period.  The New Option will be governed
by and subject to the terms and conditions of the Companys standard form of
stock option agreement, which you will be required to sign in connection with
the issuance of the New Option.  4.             Voluntary Termination.   In the event that you voluntarily resign
from your employment with the Company, or in the event that your employment
terminates as a result of your death or disability (meaning that you are unable
to perform your duties for any 90 days in any one year period as a result of a
physical and/or mental impairment), you will be entitled to no compensation or
benefits from the Company other than those earned under Paragraph 3 through the
date of your termination.  You agree
that if you voluntarily terminate your employment with the Company for any
reason, you will provide the Company with 60 days written notice of your
resignation.  The Company may, at its
sole discretion, elect to waive all or any part of such notice period and
accept your resignation at an earlier date.    
  August 21,
2002 Page
2  5.             Other
Termination.   Your employment may
be terminated under the circumstances set forth below.  (a)           Termination for Cause: If your
employment is terminated by the Company for cause as defined below, you shall
be entitled to no compensation or benefits from the Company other than those
earned under Paragraph 3 through the date of your termination for cause.  For
purposes of this Agreement, a termination for cause occurs if you are
terminated for any of the following reasons: 
(i) theft, dishonesty, misconduct or falsification of any employment or
Company records; (ii) intentional improper disclosure of the Companys
confidential or proprietary information; (iii) your failure or inability to
perform any assigned duties after written notice from the Board to you of, and
a reasonable opportunity to cure, such failure or inability; or (iv) your
conviction (including any plea of guilty or no contest) for any criminal act
that impairs your ability to perform your duties under this Agreement.  (b)           Termination Without Cause: If
your employment is terminated by the Company without cause (and not as a result
of your death or disability), and if you sign a general release of known and
unknown claims in form satisfactory to the Company, you will receive severance
payments at your final base salary rate, less applicable withholding, for a
period of twelve months following the date of your termination without
cause.  Severance payments will be made
in accordance with the Companys normal payroll procedures.  (c)           Termination In Connection With
Change of Control:  If, within two
months prior to or one year following any Change of Control (as defined below),
you are terminated by the Company without cause or you resign from your
employment with the Company for Good Reason (as defined below), and you sign
the general release of claims described in subsection (b), you will
receive:  (i) the severance payments
described in subsection (b); (ii) your full target bonus for the year in which
your employment terminates, which bonus will be paid to you at the same time that
other Company executives are paid their annual bonuses for that year; and (iii)
the Company will accelerate the vesting of any unvested shares of stock subject
to the New Option that would have become vested during the two year period
following the date on which your employment terminates.  6.             Change of Control/Good Reason.  (a)            For purposes of this Agreement, a
Change of Control of the Company shall be deemed to have occurred if:  (i)            any person (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act)), other than a trustee or other fiduciary holding
securities of the Company under an employee benefit plan of the Company,
becomes the beneficial owner (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of (A) the outstanding shares of common stock of the
Company or (B) the combined voting power of the Companys then-outstanding
securities entitled to vote generally in the election of directors; or  (ii)           the Company (A) is party to a merger,
consolidation or exchange of securities which results in the holders of voting
securities of the Company outstanding immediately prior thereto failing to
continue to hold at least 50% of the combined voting power of the voting
securities of the Company, the surviving entity or a parent of the surviving
entity outstanding immediately after such merger, consolidation or exchange, or
(B) sells or disposes of all or substantially all of the Companys assets (or
any transaction having similar effect is consummated), or (C) the individuals
constituting the Board immediately prior to such merger, consolidation,
exchange, sale or disposition shall cease to constitute at least 50% of the
Board, unless the election of each director who was not a director prior to
such merger, consolidation, exchange, sale or disposition was approved by a
vote of at least two-thirds of the directors then in office who were directors
prior to such merger, consolidation, exchange, sale or disposition.  (b)           For purposes of this Agreement, Good
Reason means any of the following conditions, which condition(s) remain(s) in
effect 10 days after written notice to the Board from you of such condition(s):     
  August 21,
2002 Page
3  (i)            a decrease in your base salary
and/or a material decrease in any of your then-existing employee fringe
benefits, which decrease is not generally applicable to a majority of the other
executives of the Company;  (ii)           a material, adverse change in your
title or duties, as measured against your title or duties immediately prior to
such change; or  (iii)          the relocation of your work place for
the Company to a location that is more than 30 miles from your work place
immediately prior to such relocation.  7.             Limitation of Payments and
Benefits.  To the extent that any of
the payments and benefits provided for in this Agreement or otherwise payable
to you constitute parachute payments within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the Code), and, but for this
Paragraph 7, would be subject to the excise tax imposed by Section 4999 of
the Code or any similar or successor provision, the aggregate amount of such
payments and benefits will be reduced, but only to the extent necessary so that
none of such payments and benefits are subject to any excise tax.  8.             Confidential and Proprietary
Information.   As a condition of
your continued employment, you will continue to be bound by and comply with the
terms and conditions of the Companys standard form of employee confidentiality
and assignment of inventions agreement that you signed on March 17, 2000.  9.             Dispute Resolution.   In the event of any dispute or claim
relating to or arising out of your employment relationship with the Company,
this agreement, or the termination of your employment with the Company for any
reason (including, but not limited to, any claims of breach of contract,
wrongful termination or age, sex, race, sexual orientation, disability or other
discrimination or harassment), you and the Company agree that all such disputes
shall be fully, finally and exclusively resolved by binding arbitration
conducted by the American Arbitration Association in Sacramento County,
California.  You and the Company hereby
knowingly and willingly waive your respective rights to have any such disputes
or claims tried to a judge or jury. 
Provided, however, that this arbitration provision shall not apply to
any claims for injunctive relief by you or the Company.  10.           Assignment.   In view of the personal nature of the
services to be performed under this Agreement by you, you cannot assign or
transfer any of your obligations under this Agreement.  11.           Entire Agreement.   This Agreement and the agreements referred
to above constitute the entire agreement between you and the Company regarding
the terms and conditions of your employment, and they supersede all prior
negotiations, representations or agreements between you and the Company
regarding your employment, whether written or oral.  12.           Modification.   This Agreement may only be modified or
amended by a supplemental written agreement signed by you and an authorized
representative of the Board.     
  August 21,
2002 Page
4  Mark, we look forward to continuing to work with you at
InsWeb Corporation.  Please sign and
date this letter on the spaces provided below to acknowledge your acceptance of
the terms of this Agreement.  Sincerely,InsWeb CorporationBy:
  /s/  HUSSEIN
  ENANHussein EnanChairman of the Board    I
agree to and accept continued employment with InsWeb Corporation on the terms
and conditions set forth in this Agreement.   Date: 
  August  21, 2002
  
  /s/MARK GUTHRIEMark Guthrie