**EXHIBIT
      10.12**





**EXECUTIVE
      AGREEMENT**




**THIS
      EXECUTIVE AGREEMENT** (the
      "Agreement") is made effective as of the 23rd day of May, 2005 (the "Effective
      Date") between Lynn E. Varsell, an individual resident of the State of New
      York
      ("Executive"), and BANKRATE, INC., a Florida corporation with its principal
      places of business located in North Palm Beach, Florida and New York City (the
      "Company").




WHEREAS,
      the Company desires to engage Executive to perform certain services for the
      Company, and Executive desires to accept said engagement from the Company;
      and




WHEREAS,
      the Company and Executive have agreed upon the terms and conditions of
      Executive's engagement by the Company, and the parties desire to express the
      terms and conditions in this Agreement.




WHEREAS,
      the Company and Executive intend for this Agreement to supersede all agreements
      between Executive and the Company.




NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged and accepted, the parties hereby agree as
      follows:




1. **Employment
      of Executive** **.** The
      Company hereby employs Executive initially as its Vice President and Publisher,
      and Executive hereby accepts such employment by the Company, under the terms
      of
      this Agreement subject to termination pursuant to the provisions of Section
      8
      hereof.




2. **Duties
      and Location** **.**




A.           Executive's
      position and duties will consist of a position and duties normally associated
      with the position identified in Section 1. Executive shall initially report
      to
      the Company’s Chief Operating Officer or his designee. Executive shall devote
      her full business time to the Company’s business and shall not render to others
      any service of any kind for compensation or engage in any activity which
      conflicts or interferes with the performance of her obligations under this
      Agreement without the express written consent of the Board; provided, however,
      that Executive may engage in non-profit or charitable activities which do not
      involve substantial time and which do not materially interfere with her
      employment under this Agreement and which activities are not in competition
      with
      the Company as determined in the discretion of the Board of Directors of the
      Company and those activities set forth on Addendum A hereto.




B.           Executive
      agrees that she shall at all times faithfully and to the best of her ability
      and
      experience perform all of the duties that may be required of her pursuant to
      the
      terms of this Agreement.




C.           Executive
      will perform her services from Company's New York City office in or at any
      other
      location within 50 miles of New York City at the Company’s discretion. Executive
      recognizes that her position will entail reasonable travel to the company’s
      North Palm Beach office.




3. **Base
      Salary** **.** Executive shall receive a base salary commencing on the Effective Date and
      during her employment hereunder of $175,000 per annum (the "Base Salary"),
      which
      amount may be increased annually at the discretion of the Compensation Committee
      of the Board (the "Committee"). The Base Salary shall be paid to Executive
      by
      the Company in accordance with the Company's regular payroll practice as in
      effect from time to time.




4. **Annual
      Bonus** **.** Executive will be eligible for an annual bonus program generally available
      to
      executive officers of the Company as approved at the discretion of the
      Compensation Committee of the Board. The annual target bonus is to be $65,000.




5. **Stock
      Incentive** **.** Executive shall be eligible to participate in the Company' stock option, stock
      purchase, or other stock incentive plans which are generally available to
      executive officers of the Company and shall be eligible for the grant of stock
      options, restricted stock or other awards there under in accordance with the
      terms and provisions of such plans. The executive will be granted 50,000 options
      of the company’s stock, subject to the approval of the board of directors. The
      options will vest in accordance with the company’s stock option
      plan.




1




Company
      represents and warrants that it shall timely prepare and file with the
      Securities and Exchange Commission all documents as may be necessary to comply
      with the provisions of the Securities Act of 1933 and the Securities Exchange
      Act of 1934, each as amended, with respect to such plans and Executive’s grants
      and awards thereunder.




6. **Executive
      Benefits** **.** Executive shall be entitled to participate in all benefit plans as shall be
      in
      effect for other executive officers of Company from time to time, subject to
      the
      terms and conditions of each such plan. Executive shall be entitled to three
      weeks paid vacation each year in accordance with Company policy. All vacation
      times shall be subject to the approval of the Company’s Chief Executive Officer
      or, absent the Chief Executive Officer, the Board of Directors, which approval
      may not be unreasonably withheld.




7. **Expenses** **.** Executive shall be reimbursed by the Company monthly for the ordinary and
      necessary reasonable business expenses incurred by her in the performance of
      her
      duties for the Company, including travel and lodging expenses, meals, client
      entertainment, and cell phone expense, all in accordance with Company policy;
      provided that Executive shall first document said business expenses in the
      manner generally required by the Company under its policies and procedures,
      and
      in any event, in the manner required to meet applicable regulations of the
      Internal Revenue Service relating to the deductibility of such
      expenses.




8. **Termination** **.**




This
      Agreement shall terminate upon the occurrence of any of the following events:




A.           Death
      of Executive;




B.           Mental
      or physical disability of Executive which prevents her from performing
      substantially all of her duties hereunder for a period of 90 consecutive days
      or
      120 days during any one year.




C.           For
      Cause, as defined below:




1.           The
      Executive's material breach of this agreement which is not cured within ten
      (10)
      days of receipt of written notice to Executive specifying the
      breach;




2.           The
      Executive's dishonesty, fraud, malfeasance, gross negligence or misconduct
      which, in the reasonable judgment of the Board of Directors, is, or is likely
      to, lead to material injury to the Company or the business reputation of the
      Company;




3.           The
      Executive's willful failure to comply with the direction (consistent with the
      Executive's duties) of the Board or to follow the policies, procedures, and
      rules of the Company;




4.           The
      Executive's negligent failure to comply with the direction (consistent with
      the
      Executive's duties) of the Board or to follow the policies, procedures, and
      rules of the Company which is not cured within thirty (30) days of receipt
      of
      written notice;




5.           Executive's
      conviction of, or the Executive's entry of a plea of guilty or no contest to,
      a
      felony or crime involving moral turpitude; or




6.           Executive’s
      resignation.




D.           By
      either party in their sole discretion upon at least thirty (30) days’ prior
      written notice.




E.           Without
      Cause. "Without Cause" means any termination of employment by Company which
      is
      not defined in sub-sections A, B, or C, above.




9. **Post
      Termination Payment Obligations** **.**




A.           If
      this Agreement terminates for any of the reasons stated in sub-sections A,
      B or
      C of Section 8 of this Agreement or is terminated by Executive pursuant to
      subsection D of Section 8 of this Agreement, then the Executive shall be
      entitled to receive her Base Salary at the then current rate and any accrued
      bonus through the effective date of the termination, payable within fifteen
      (15)
      days of the effective termination date, and thereafter the Company shall have
      no
      further obligations under this Agreement, but Executive shall continue to be
      bound by Sections 12, 13, and 14 and all other post-termination obligations
      contained in this Agreement and provisions of this Agreement that specifically
      survive termination of this Agreement.




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B.           If
      this Agreement terminates in accordance with sub-sections E of Section 8 of
      this
      Agreement or is terminated by Company pursuant to subsection D of Section 8
      of
      this Agreement then Company shall pay Executive her Base Salary at the then
      current rate and any accrued bonus through the effective termination date,
      payable within fifteen (15) days of the termination date and the Company shall
      pay Executive a separation payment in the amount of six months Base Salary
      at
      the then current rate (the “Separation Payment”). The Separation Payment shall
      be paid in three installments as follows:




1.           One-Third
      of the Separation Payment shall be payable upon the later of (a) fifteen (15)
      days after the termination date or (b) the day after the expiration date of
      Executive’s legally required right, if any, to revoke her signature or agreement
      in connection with the Separation and Release Agreement described in Section
      9(C) below;




2.           One-Third
      of the Separation Payment shall be payable on the three (3) month anniversary
      of
      the termination date; and




3.           One-Third
      of the Separation Payment shall be payable on the six (6) month anniversary
      of
      the termination date.




The
      post-termination obligations under this Section 9(B) shall be binding upon
      the
      Company regardless of the Executive's subsequent employment with any other
      person, firm, partnership, association, business organization, corporation
      or
      other entity which is not affiliated with the Company.




C.           In
      consideration of, and as a condition to the Company’s obligation to pay the
      Separation Payment, Executive shall:




1.           Execute
      a Separation and Release Agreement in a form prepared by and acceptable to
      the
      Company whereby Executive releases the Company from any and all liability and
      settles claims of any kind; and




2.           Comply
      with the restrictive covenants (Sections 12 and 13 of this Agreement), all
      other
      post-termination obligations contained in this Agreement and the provisions
      of
      this Agreement that specifically survive termination of this
      Agreement.




10. **Work
      Product** **.** All Work
      Product (defined below) shall be work made for hire by Executive and owned
      by
      the Company. If any of the Work Product may not, by operation of law or
      otherwise, be considered work made for hire by Executive for the Company, or
      if
      ownership of all right, title, and interest to the legal rights therein shall
      not otherwise vest exclusively in the Company, Executive hereby assigns to
      the
      Company, and upon the future creation thereof automatically assigns to the
      Company, without further consideration, the ownership of all Work Product.
      The
      Company shall have the right to obtain and hold in its own name copyrights,
      patents, registrations, and any other protection available in the Work Product.
      Executive agrees to perform, during or after termination of Executive's
      employment by the Company, such further acts as may be necessary or desirable
      to
      transfer, perfect and defend the Company's ownership of the Work Product as
      requested by the Company. "Work Product" means the data, materials, formulas,
      research, documentation, computer programs, communication systems, audio
      systems, system designs, inventions (whether or not patentable), and all works
      of authorship, including all worldwide rights therein under patent, copyright,
      trade secret, confidential information, moral rights and other property rights,
      created or developed in whole or in part by Executive, while employed by the
      Company, within the scope of Executive's employment or which otherwise relates
      in any manner to the Company's Business.




11. **Set-Off** **.** If at
      the time of termination of this Agreement for any reason, Executive has any
      outstanding obligations to the Company, Executive acknowledges that the Company
      is authorized to deduct from Executive's final paycheck and the Separation
      Payment any then documented amounts owed to the Company.




12. **Trade
      Secrets and Confidential Information** **.** During
      the course of Executive's employment with the Company, the Company may disclose
      to Executive Trade Secrets and Confidential Information (defined below). The
      Trade Secrets and the Confidential Information of the Company are the sole
      and
      exclusive property of the Company (or a third party providing such information
      to the Company). The disclosure of the Trade Secrets and the Confidential
      Information of the Company to Executive does not give the Executive any license,
      interest or rights of any kind in the Trade Secrets or Confidential
      Information.




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A.           Executive
      may use the Trade Secrets and Confidential Information solely for the benefit
      of
      the Company while Executive is an employee of the Company. Executive shall
      hold
      in confidence the Trade Secrets and Confidential Information of the Company.
      Except in the performance of services for the Company, Executive shall not
      reproduce, distribute, transmit, reverse engineer, decompile, disassemble,
      or
      transfer the Trade Secrets or the Confidential Information of the Company or
      any
      portion thereof.




B.           The
      obligations under this Agreement with regard to the Trade Secrets of the Company
      remain in effect as long as the information constitutes a trade secret under
      applicable law. The obligations with regard to the Confidential Information
      of
      the Company shall remain in effect while Executive is employed by the Company
      and for a period of three (3) years thereafter.




C.           Executive
      agrees to return to the Company, upon Executive's resignation, termination,
      or
      upon request by the Company, the Trade Secrets and Confidential Information
      of
      the Company and all materials relating thereto.




D.           As
      used herein, "Trade Secrets" means information of the Company, and its
      licensors, suppliers, clients and customers, including, but not limited to,
      technical or non-technical data, formulas, patterns, compilations, programs,
      devices, methods, techniques, drawings, processes, financial data, financial
      plans, product plans, or a list of actual or potential customers or suppliers,
      which is not commonly known or available to the public and which information
      (i)
      derives economic value, actual or potential, from not being generally known
      to,
      and not being readily ascertainable by proper means by, other persons who can
      obtain economic value from its disclosure or use and (ii) is the subject of
      efforts that are reasonable under the circumstances to maintain its
      secrecy.




As
      used
      herein, "Confidential Information" means information, other than Trade Secrets,
      that is treated as confidential, and that would potentially damage or interfere
      with, in any manner, the Company's business if disclosed. Confidential
      Information includes, but is not limited to, information concerning the
      Company's financial structure, pricing, revenue sharing, partner agreements,
      customer agreements, marketing plans, methods of operation, and internal
      operating procedures.




Notwithstanding
      the foregoing, the provisions of this sub-section D do not apply to (i)
      information which is general knowledge in the Company's industry, (ii)
      information that has been disclosed to Executive by third parties who are
      unrelated to the Company and who are not bound by agreements of confidentiality
      with respect thereto, and (iii) as Executive may be required to disclose by
      law
      but only to the extent required by law.




13. **Restrictive
      Covenants** **.**




A. Non-competition .
      Executive agrees that for so long as Executive is employed by the Company and
      for a period of six (6) months thereafter, Executive will not, individually
      or
      on behalf of any person, firm, partnership, association, business organization,
      corporation or other entity engaged in the Business of the Company, engage
      in or
      perform, anywhere within the United States, Canada and any other such geography
      in which the Company operates, which shall constitute the territory, any
      activities which are competitive with the Business of the Company. Nothing
      herein shall be construed to prohibit Executive from acquiring shares of capital
      stock of any public corporation, provided that such investment does not exceed
      5% of the stock of such public corporation.




B. Non-Recruit .
      Executive agrees that for so long as Executive is employed by the Company and
      for a period of six (6) months thereafter, Executive will not call upon,
      solicit, recruit, or assist others in calling upon, recruiting or soliciting
      any
      person who is an employee of the Company and with whom Executive had contact
      or
      became aware of by virtue of Executive's employment, for the purpose of having
      such person work for Executive or for any Client (as defined below) of the
      Company, or for any other person, firm, corporation or entity which is engaged
      in the Business (defined below).




C.           For
      purposes of this Section 13, the term "Business" shall mean the business of
      the
      delivery of editorial content and product research related to consumer financial
      services delivered in print or over the Internet; and the term "Client" shall
      mean any individual or business entity which employs the Company for purposes
      of
      delivery of editorial content and product research related to consumer financial
      services delivered in print or over the Internet.




14. **Injunctive
      Relief** **.**




4




Executive
      acknowledges that breach of the provisions of Sections 12, and/or 13 of this
      Agreement would result in irreparable injury and permanent damage to the
      Company, which prohibitions or restrictions Executive acknowledges are both
      reasonable and necessary under the circumstances, singularly and in the
      aggregate, to protect the interests of the Company. Executive recognizes and
      agrees that the ascertainment of damages in the event of a breach of Sections
      12
      and/or 13 of this Agreement would be difficult, and that money damages alone
      would be an inadequate remedy for the injuries and damages which would be
      suffered by the Company from breach by Executive.




Executive
      therefore agrees: (i) that, in the event of a breach of Sections 12 and/or
      13 of
      this Agreement, the Company, in addition to and without limiting any of the
      remedies or rights which it may have at law or in equity or pursuant to this
      Agreement, shall have the right to injunctive relief or other similar remedy
      in
      order to specifically enforce the provisions hereof; and (ii) to waive and
      not
      to (A) assert any defense to the effect that the Company has an adequate remedy
      at law with respect to any such breach, (B) require that the Company submit
      proof of the economic value of any Trade Secret, or (C) require that the Company
      post a bond or any other security. Nothing contained herein shall preclude
      the
      Company from seeking monetary damages of any kind, including reasonable fees
      and
      expenses of counsel and other expenses, in a court of law.




15. **Survival** **.** The
      provisions of Paragraphs 9 through 31 shall survive termination of this
      Agreement.




16. **Invalidity
      of Any Provision** **.** It is
      the intention of the parties hereto that Sections 12 through 14 of this
      Agreement shall be enforced to the fullest extent permissible under the laws
      and
      public policies of each state and jurisdiction in which such enforcement is
      sought, but that the unenforceability (or the modification to conform with
      such
      laws or public policies) of any provision hereof shall not render unenforceable
      or impair the remainder of this Agreement which shall be deemed amended to
      delete or modify, as necessary, the invalid or unenforceable provisions. The
      parties further agree to alter the balance of this Agreement in order to render
      the same valid and enforceable.




17. **Waiver
      of Breach** **.** The
      waiver by either party of a breach of any provision of this Agreement by the
      other shall not operate or be construed as a waiver of any subsequent
      breach.




18. **Successors
      and Assigns** **.** This
      Agreement shall be binding upon and shall inure to the benefit of the Company,
      its successors and assigns, and the Company shall require any successors and
      assigns to expressly assume and agree to perform this Agreement in the same
      manner and to the same extent that the Company would be required to perform
      it
      if no such succession or assignment had taken place. Neither this Agreement
      nor
      any right or interest hereunder shall be assignable or transferable by
      Executive, his beneficiaries or legal representatives, except by will or by
      the
      laws of descent and distribution.




19. **License** **.** To the
      extent that any pre-existing materials are contained in the materials Executive
      delivers to the Company or the Company's customers, and such preexisting
      materials are not Work Product, Executive grants to the Company an irrevocable,
      nonexclusive, worldwide, royalty-free license to: (i) use and distribute
      (internally or externally) copies of, and prepare derivative works based upon,
      such pre-existing materials and derivative works thereof and (ii) authorize
      others to do any of the foregoing. Executive shall notify Company in writing
      of
      any and all pre-existing materials delivered to the Company by
      Executive.




20. **Release** **.** Executive acknowledges that Executive may provide the image, likeness, voice,
      or
      other characteristics of Executive or third parties ("Owner") in the services,
      materials, computer programs and other deliverables that Executive provides
      as a
      part of this Agreement ("Deliverables"). Executive hereby consents to the use
      of
      such characteristics of Executive by the Company in the products or services
      of
      the Company and releases the Company, its agents, contractors, licensees and
      assigns from any claims which Executive has or may have for invasion of privacy,
      right of publicity, defamation, copyright infringement, or any other causes
      of
      action arising out of the use, adaptation, reproduction, distribution,
      broadcast, or exhibition of such characteristics ("Release"). Executive
      represents that Executive has obtained the same Release in writing benefiting
      Company from all third party Owners whose characteristics are included in the
      Deliverables.




21. **Severability** **.** If any
      provision or part of a provision of this Agreement shall be determined to be
      void and unenforceable by a court of competent jurisdiction, the remainder
      of
      this Agreement shall remain valid and enforceable.




22. **Costs
      of Enforcement** **.** In the
      event either party breaches this Agreement, the breaching party shall be liable
      to the non-breaching party for all costs of enforcement, including reasonable
      attorneys' fees and court costs, in addition to all other damages and redress
      available in equity or at law.




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23. **No
      Prior Agreements** **.** Executive hereby represents and warrants to Company that the execution of this
      Agreement by Executive and Executive's employment by Company and the performance
      of Executive's duties hereunder shall not violate or be a breach of any
      agreement with a former employer, client or any other person or
      entity.




24. **Entire
      Agreement** **.** This
      Agreement represents the entire understanding of the parties concerning the
      subject matter hereof and supersedes all prior communications, agreements and
      understandings, whether oral or written, relating to the subject matter hereof.
      The language contained herein shall be deemed to be that negotiated and approved
      by both parties and no rule of strict construction shall be
      applied.




25. **Modification** **.** This
      Agreement may be modified only by agreement in writing signed by both Company
      and Executive.




26. **Governing
      Law** **.** This
      Agreement shall be governed in all aspects by the laws of the State of Florida
      without regard to its rules governing conflicts of law.




27. **Section
      Headings** **.** The
      section headings are included for convenience and are not intended to limit
      or
      affect the interpretation of this Agreement.




28. **Notice** **.** Whenever
      any notice is required, it shall be given in writing addressed as
      follows:




To
                Company:Bankrate,
                Inc.11811
                U.S. Highway One Suite 101North
                Palm Beach, Florida 33408Attention:
                Thomas R. EvansWith
                a copy to:David
                G. Bates, Esq.Gunster
                Yoakley & Stewart, P.A.777
                South Flagler Drive, Suite 500West
                Palm Beach, FL 33401To
                Executive:
            Lynn
                E. Varsell420
                E 79thStreet #11ENew
                York, New York 10021




Notice
      shall be deemed given and effective three (3) days after the deposit in the
      U.S.
      mail of a writing addressed as above and sent first class mail, certified,
      return receipt requested, or when actually received. Either party may change
      the
      address for notice by notifying the other party of such change in accordance
      with this Section




29. **Indemnification** **.** The
      Company agrees, to the extent permitted by applicable law and the Company's
      Articles of Incorporation, to defend, indemnify and hold harmless Executive
      against any and all loss, damage, liability and expense, including, without
      limitation, reasonable attorneys' fees, disbursements court costs, and any
      amounts paid in settlement and the costs and expenses of enforcing this section
      of the Agreement, which may be suffered or incurred by Executive in connection
      with the provision of his services hereunder, including, without limitation,
      any
      claims, litigations, disputes, actions, investigations or other matters,
      provided that such loss, damage, liability and expense (i) arises out of or
      in
      connection with the performance by Executive of his obligations under this
      Agreement and (ii) is not the result of any material breach by Executive of
      his
      obligations hereunder, and provided further that Company shall be under no
      obligation to defend, indemnify or hold harmless Executive if Executive has
      acted with gross negligence or willful misconduct.




In
      addition to the foregoing, Company agrees to provide Executive with coverage
      under a Directors & Officers insurance policy to the same extent as the
      Company currently provides its executive officers.




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30. **Jurisdiction
      and Venue.** The
      parties acknowledge that a substantial portion of the negotiations, anticipated
      performance and execution of this Agreement occurred or shall occur in Palm
      Beach County, Florida. Any civil action or legal proceeding arising out of
      or
      relating to this Agreement shall be brought in the courts of record of the
      State
      of Florida in Palm Beach County or the United States District Court, Southern
      District of Florida. Each party consents to the jurisdiction of such Florida
      court in any such civil action or legal proceeding and waives any objection
      to
      the laying of venue of any such civil action or legal proceeding in such Florida
      court. Service of any court paper may be effected on such party by mail, as
      provided in this Agreement, or in such other manner as may be provided under
      applicable laws, rules of procedure or local rules.




31. **JURY
      WAIVER.** IN
      ANY
      CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH
      ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS
      CONTEMPLATED BY THIS AGREEMENT, THE PERFORMANCE OF THIS AGREEMENT, OR THE
      RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT,
      STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT
      JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
      IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART
      OR A
      COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF
      THE
      PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER
      PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY
      REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND
      UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES
      THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION
      GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS
      SECTION.






IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.




EXECUTIVE:
            COMPANY:BANKRATE,
                INC./s/
                LYNN VARSELL
            By:/s/
                THOMAS R. EVANS
              Thomas
                  R. EvansPresident
                & CEO





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