Exhibit 10.13  PORTIONS OF
THIS EXHIBIT HAVE BEEN OMITTED BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT.  [***]
CONFIDENTIAL TREATMENT REQUESTED. THE CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.   FIFTH AMENDMENT TO YAHOO! - INSWEB CORPORATION
LICENSE AGREEMENT   This
Fifth Amendment (the Fifth Amendment) is entered into as of September 30,
2002 (the Fifth Amendment Effective Date) between Yahoo! Inc., a Delaware
corporation (Yahoo), and InsWeb Corporation, a Delaware corporation
(InsWeb), and amends the License Agreement entered into between Yahoo and
InsWeb on February 12, 1998 (the Agreement). 
Unless otherwise expressly defined herein, all capitalized terms have
the meanings set forth in the Agreement. 
Except as expressly amended herein, the Agreement shall remain in full
force and effect in accordance with its terms.  For good and valuable
consideration, the parties hereby agree to amend the Agreement as follows:  1.Section 2.3(a) of the Agreement
shall be replaced in its entirety by the following:  Through and including
December 31, 2001, InsWeb shall be the exclusive merchant included in the Yahoo
Insurance Information Center that provides on-line Insurance (excluding health
insurance) quotation and transaction services with those features provided by
InsWeb.  Notwithstanding the foregoing,
InsWeb acknowledges that, subject to the terms of this Agreement, Yahoo may:
(i) include in the Insurance Information Center a directory of and links to other
insurance providers, and/or content or tools relating to Insurance; (ii)
integrate into the Insurance Information Center third party health Insurance
services, and/or Insurance services not available on the InsWeb Site; and (iii)
place banner and other advertisements and/or promotions from any source on any
of the Yahoo Properties (including the Yahoo Insurance Information
Center).  Yahoo agrees not to provide a
direct link from the Yahoo Insurance Information Center to a page where a
merchant provides Insurance quotation or transaction services with the features
provided by InsWeb; provided that Yahoo shall not be restricted from directly
linking to the home page of any such merchant that offers or provides such
Insurance quotation and transaction services on other pages of its web
site.  In the event Yahoo enters into
negotiations with any third party pursuant to which additional insurance
quotation related products or services would be provided by such partner (Service
Partner) in the Insurance Information Center during the Second Renewal Term
(Additional Items), Yahoo will provide InsWeb with notification of the
Additional Item(s) expected to be added to the Insurance Information Center,
and InsWeb will have ten (10) business days in which to negotiate terms for an
agreement under which such products or services would be supplied by
InsWeb.  Yahoo will consider any such
timely submitted proposal prior to entering into any definitive agreement with
a Service Partner regarding the provision of such services, but will be under
no further obligation with respect to additional negotiations or its ultimate
selection of or agreement with a Service Partner.  From January 1,
2002 through the end of the Term, InsWeb shall be the non-exclusive merchant
included in the Yahoo Insurance Information Center that provides on-line
Insurance (excluding health insurance) quotation and transaction services with
those
 
   features provided by
InsWeb; provided that after October 1, 2002 Yahoo shall not integrate on the Yahoo
Insurance Information Center the insurance quotation and transaction services
of more than four (4) merchants (InsWeb being one of the four).  2.             During the Fourth Renewal Term,
Section 4.1 of the Agreement (Slotting Fee) shall be replaced in its entirety
by the following:  4.1. Slotting Fee.  In
consideration of Yahoos performance and obligations as set forth herein,
InsWeb will pay Yahoo a total slotting fee equal to four hundred thousand
dollars [***].  Such fee shall be paid
to Yahoo on the dates set forth below.  Payment
  
  Date[***]
  
  Upon signing the Fifth
  Amendment[***]
  
  January 1, 2003[***]
  
  April 1, 2003[***]
  
  July 1, 2003  3.             Section
4.2 is amended to continue to apply through the Fourth Renewal Term and any
additional Renewal Terms.  4.             Section
8.1 of the Agreement is amended by extending the Agreement for a Fourth Renewal
Term commencing on October 1, 2002 and ending on September 30, 2003.  5.
            On the Fifth Amendment
Effective Date, InsWeb will execute a Yahoo! Advertising Insertion Order
(Insertion Order) in the amount of [***].  Pursuant to the Insertion Order, Yahoo will
deliver at least [***] emails,
valued at [***] cpm, using
content provided by InsWeb, such content being subject to Yahoos final
approval. From time to time, Yahoo and InsWeb may mutually agree to substitute
other promotions for some or all of the emails.  6.             Except
as modified by this Fifth Amendment, the Agreement, including any amendments or
addenda thereto, shall remain in full force and effect.  AGREED:Yahoo! Inc.
  
  
  INSWEB CORPORATIONBy:
  /s/  NATHAN RICHARDSON
  
  By:
  /s/  KIRAN RASARETNAMPrint Name:
  Nathan Richardson
  
  Print Name:
  Kiran RasaretnamTitle:
  GM
  
  Title:
  SVP, FinanceDate:
  9/30/02
  
  Date:
  9/30/02     [***]
CONFIDENTIAL TREATMENT REQUESTED. THE CONFIDENTIAL PORTIONS HAVE BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.