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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

ý

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934for the fiscal year ended December 31, 2008.o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934for the transition period
from                                    to    
                                .Commission File No. 000-26781


INSURE.COM, INC.(Exact name of Registrant as specified in its charter)

Delaware

36-3299423(State or other jurisdiction
of incorporation or organization)

(IRS Employer
Identification Number)


8205 South Cass Avenue, Suite 102
Darien, Illinois 60561
(630) 515-0170(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

Securities
registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each ClassCommon Stock, $.003 par value
Preferred Stock Purchase Rights


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. o Yes    ý No

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. o Yes    ý No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. ý Yes    o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company ý


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).o Yes ý No

Aggregate market value of the Registrant's voting stock held by non-affiliates on February 25, 2009, based on the closing price of said stock on
the Nasdaq Capital Market on such date, was $4,199,066.

As
of February 25, 2009, 6,773,058 shares of the Registrant's Common Stock, $.003 par value of the Registrant were outstanding.

Documents Incorporated by Reference

Portions of the Registrant's definitive proxy statement for the annual meeting of stockholders to be held on
May 14, 2009, to be filed pursuant to Regulation 14(A) are incorporated by reference into Part III of this Form 10-K.



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PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Because we want to provide you with more meaningful and useful information, this Annual Report on Form 10-K includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. These forward-looking statements reflect our current expectations and projections about our future results, performance, prospects and opportunities. We have attempted to
identify these forward-looking statements by using words such as "may," "will," "expects," "anticipates," "believes," "intends," "estimates," "could," or similar expressions. These forward-looking
statements are based on information currently available to us and are subject to a number of risks in 2008 and beyond. Actual
events may differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties, and other factors include, without limitation, the
following:



See
the section of this Annual Report on Form 10-K entitled "Risk Factors" for a description of these and other risks, uncertainties, and factors.

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You should not place undue reliance on any forward-looking statements. Except as required by the federal securities laws, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or any other reason after the date of this annual report. Unless
otherwise expressly stated, all references to "we," "us," "our," "Insure.com," and the "Company" refer to Insure.com, Inc. and its subsidiaries. The information contained on our Web sites, or
Web sites that are linked to our Web sites, is specifically not incorporated herein by reference.

ITEM 1.    Business

Overview

We are an insurance agency and brokerage headquartered in Darien, Illinois. We own and operate a comprehensive online consumer
insurance information service, accessible atwww.Insure.com, which caters to the needs of self-directed insurance shoppers. Since our
inception in 1984, we have been continuously developing a proprietary and comprehensive insurance price comparison and order-entry system that provides instant quotes from about 30 life insurance
companies. We use this database to provide customers with a large array of comparative life insurance quotes online, over the phone or by mail, and we allow the customer to purchase insurance from the
company of their choice either online or over the phone with our licensed insurance customer service staff. Our website also provides insurance information and decision-making tools, along with access
to other forms of personal insurance, such as auto, homeowners, renters, long-term care, health and travel insurance through various third parties. We generate revenues from the receipt of
commissions and fees paid by various sources that are tied directly to the volume of insurance sales or traffic that we produce. We conduct our insurance agency and brokerage operations using licensed
agents who are compensated, in part, based on the volume of business sold and we generate prospective customer interest using traditional direct response advertising methods conducted primarily
offline.

For
the ten-year period ended December 31, 2008, we have spent a total of $85 million in direct-to-consumer advertising and have sold
approximately 193,000 new policies.

Industry Background



The insurance market in the United States represents over $1 trillion in annual paid premiums. Insurance products are widely held by
households and businesses. The United States insurance market is broadly divided into two categories: life and health insurance and property and casualty insurance. Over 4,000 insurance companies
distribute their products through a network of agents and brokers or sell directly to consumers. There are approximately one million individuals licensed as agents and brokers to sell insurance in the
United States. A variety of distribution systems have evolved, including "captive" one-company agents and independent agents and brokers that typically represent only two to five insurance
companies.



There are numerous challenges to the informed purchase and delivery of insurance products. Some of these challenges are due to the
specialized nature of insurance products and other challenges result from the way in which insurance has been traditionally distributed.

These
challenges include:



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Distribution
of insurance through traditional agent and broker sales forces is expensive and inefficient for insurance companies. Traditional agency distribution methods have high fixed
costs associated with establishing and maintaining numerous branch and local offices, high commission structures, recurring training costs and high agent turnover. In addition, insurance companies
often do not target all segments of the population because of the inability to profitably serve these segments through traditional distribution channels.



The Internet and electronic commerce present a significant opportunity for the insurance industry by allowing consumers to more
efficiently and effectively research and transact with insurance companies. The fragmentation of the insurance industry and the significant price and product variation has led consumers to seek
alternative means of purchase and insurance companies to seek alternative means of distribution. We believe that the vast information sharing and communications power of the Internet has significantly
improved the insurance industry for both consumers and insurance companies.

Characteristics
of the insurance product that make it particularly well suited for delivery over the Internet include:



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Many
companies address the online insurance opportunity. Some companies have created "lead referral" websites for the purpose of capturing consumer name and address information to be
forwarded, as a prospective sales lead, to a specified insurance company or its traditional sales force. Many of these websites are paid up-front referral fees, are aligned with a limited
number of insurance companies and often do not quote many of the lowest priced insurance policies. Consumers are often still required to complete their purchase through a commissioned salesperson.
Additionally, these companies typically do not offer any personalized customer service or insurance fulfillment capabilities and, therefore, do not offer a complete
quote-to-policy-delivery insurance solution.

Existing
insurance companies and their agents and brokers use their Web sites to sell their insurance products online as an alternative to their traditional sales activities. Some
companies have Web sites with the primary purpose of creating an insurance sale online for a single insurance company or group of insurance companies with little or no comparative overview of prices.
These companies perpetuate the fragmentation in the industry by not offering a comprehensive database of pricing and coverage information.

As
a result of the shortcomings inherent in the online lead referral and single company approaches, we have developed a large-scale, comprehensive and unbiased Internet-based insurance
service. Self-directed consumers will likely be attracted to our broad selection of insurance companies and a compelling value proposition based upon price, time and transaction
fulfillment.

The Insure.com Solution

We believe that Insure.com provides the most comprehensive Internet-based insurance service available. Our website enables consumers to
obtain instant quotes from about 30 life insurance companies and provides access to quotes for several different insurance products, including health, auto and home insurance, through third parties.
Customers who prefer an offline experience can receive comparative life insurance quotes from our licensed insurance professionals and can complete an insurance application over the phone. Our web
site provides consumers with insurance-related information and decision-making tools. Combining the reach and efficiency of the Internet with our proprietary database and industry expertise developed
over the past 20 years, we provide a complete "quote-to-policy-delivery" insurance solution.

We
believe we have created a model that addresses the challenges faced by traditional insurance distribution methods to offer significant benefits to both consumers and insurance
companies. Our model allows consumers to:



Our
solution provides the following principal advantages to both consumers and insurance companies:

Comprehensive Source of Insurance Information and Products.Using our easy-to-navigate web site, consumers can access
insurance-related information and decision-making tools, as well as a library of

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thousands
of insurance articles. Our Web site also provides insurance quotes from about 30 life insurance companies, and access to quotes from third parties for several other types of insurance
including private passenger automobile, dental, individual and family medical, long-term care, disability and small group medical. We believe we offer consumers access to the largest, most
complete repository of comparative information on insurance products, insurance pricing and insurance providers. We empower consumers with relevant current pricing knowledge, coverage information and
independent rating information so consumers can make informed buying decisions.

Guaranteed-Accurate Instant Quotes.Over the past 20 years, we have developed what we believe to be the most complete, regularly
updated
database used to determine insurance quotes. This database serves both the Internet shopper as well as the customer receiving quotes over the phone from a licensed agent in our call center or from an
independent agent who is part of our remote agent program. We obtain and regularly update all of our pricing, underwriting and policy coverage information contained in our databases with information
obtained directly from the insurance company to ensure accuracy. We offer consumers a unique $500 cash reward guarantee that we will provide an accurate quote. In addition, we also offer a $500 cash
reward guarantee that we will provide the lowest price quote available with respect to term life insurance policies. We believe these Insure.com guarantees are unmatched by any competitor.

Consumer in Control.We put consumers in control of their insurance purchase decisions by providing them with the ability to
efficiently search,
analyze and compare prices of insurance products from multiple insurance companies in complete privacy, on their own time and free from the pressure to buy associated with traditional
face-to-face sales. Consumers choose from what we believe is the largest selection of insurance companies using their own preferences regarding price and insurance company
rating. Consumers are able to purchase insurance directly through us without ever speaking to a salesperson if they so choose.

Convenience.Consumers who use our services no longer need to contact different insurance companies or salespeople, one by one, in
order to gather
information to make educated decisions. Unlike traditional agents who only recommend and promote a limited number of insurance companies' policies, we provide real time access to a large database of
over 30 insurance companies' products. Our comparison service presents users with a comprehensive listing of insurance quotes, ranked by price. We believe that this large array of available insurance
providers in a single destination saves consumers time and effort in searching for and obtaining the most suitable coverage.

Quote to Policy Delivery Support.Consumers can purchase insurance directly through us. Unlike insurance lead referral services, at
Insure.com we do
not abandon the consumer once the insurance company has been selected, but continue to provide value-added support and service throughout the insurance purchase process. We facilitate this process
by:



Focus on Customer Service.Customer service is both our foundation and a strategic priority. We provide a high level of customer
service throughout
the application process and aim to eliminate consumer dissatisfaction and frustration.

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We
implement our customer service objectives by:



Licensed National Insurance Agency.Unlike traditional insurance agents who are often only licensed in
one or a limited number of states, we and/or certain of our employees are licensed to distribute insurance throughout the United States. This allows us to process and offer insurance policies to
consumers nationwide.

User Friendly System.At our website,www.Insure.com,consumers can access our
Internet-based
services, research policy options and initiate purchase requests 24 hours a day, 7 days a week. Our easy to use web site is designed for fast viewing and general compatibility with all
commonly used web browsers. Callers can also receive quotes, discuss policy options with our licensed insurance agents and initiate purchase requests over the telephone.

Our Strategy

Our strategy is to be the leading service for all insurance needs of individuals. The key elements of our strategy include:

Continue to Build the Insure.com Brand.We will continue to pursue a cost-effective marketing strategy designed to promote our
Insure.com
brand and consumer awareness of the benefits of researching and buying insurance through us.

Continue to provide the customer with the ability to receive life insurance quotes and buy either online or through a telephone based sales
staff.Our website features our proprietary online application technology for most of our term life insurance offerings. While providing a very efficient and cost
effective method of fulfillment, it is our belief many potential buyers are still uncomfortable buying insurance online. For that reason, we also provide a telephone-based complement to our online
sales model for term life insurance.

Continue to generate revenue from the sale of non-life insurance Internet leads.Our website attracts visitors who are interested in
information about lines of insurance other than life insurance. We provide this information through our library of articles and with various insurance tools. We also provide these visitors with access
to quotes for insurance other than life by directing them to the websites of various third parties, for which we receive fee revenue.

Leverage Customer Base.We have expanded our insurance product offerings and believe there is significant opportunity to leverage our
existing
customer base and provide new products to them without significant customer acquisition costs. We tailor our marketing efforts based on consumer profiles contained in our database of existing
customers. We also believe that the content on our website, including articles and other insurance tools, will continue to provide us with a permanent new customer gateway, thereby allowing us to
reduce our future customer acquisition costs and our reliance on direct-to-consumer advertising as our primary source of new customers.

Strengthen and Pursue Strategic Relationships and Agreements.We believe that strategic joint ventures and licensing arrangements are
attractive
methods of expansion, as they will enable us to

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combine
our expertise in Internet-based insurance offerings with other brand names, complementary services or technology. We plan to pursue additional relationships and agreements in the future. In
addition, we may seek to acquire additional complementary technologies or businesses.

Continue to Focus on Customer Service.We provide insurance products and services for consumers from initial evaluation through policy
delivery. In
order to provide the highest level of service throughout the insurance buying process, we will monitor feedback from consumers and add new features designed to increase customer usage and loyalty.

Our Business Model

Our model enables consumers to research, shop for and purchase insurance in a manner that we believe is simpler, faster and more
convenient than traditional methods. Even if the customer prefers to transact this business by phone, we can provide instant quotes from our database of about 30 life insurance companies, and our
online application technology provides an efficient order entry platform. We provide a complete "quote-to-policy-delivery" insurance solution. Our
model:



We
employ a team approach to customer service. If a customer wishes to initiate an insurance application request or obtain information concerning an application already in process, each
and every customer service representative is able to provide assistance.

Our
process is comprised of four primary stages.

Initial Information Evaluation.Consumers visit our user-friendly website or speak with a licensed insurance professional to access our
comprehensive database of insurance policy price rates, underwriting guidelines, policy coverage and exclusion information, and financial stability ratings of
over 30 life insurance companies. To help consumers understand the underwriting process, our website provides information and helpful tips on how the underwriting process works.

Search, Retrieval and Comparison.Online consumers can quickly obtain a customized cost comparison report in a single search by
completing a brief
questionnaire at the start of the online session. Customers who call or request a quote by mail will receive the same information. Each consumer inquiry triggers a proprietary cost search and
comparison algorithm that sorts through a database of thousands of insurance options that is updated daily. The search result, delivered in seconds, is a comprehensive comparison of insurance policies
ranked by the lowest price that matches the consumer's criteria. Consumers can then click to view (or callers can discuss with a licensed insurance professional):



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Application Processing.If a consumer desires to purchase a policy, the consumer selects an insurance company and policy, and then fills
out an
application while online or on the phone with a licensed insurance professional. We offer online applications to accelerate the underwriting process for the most popular of the insurance companies
within our term life offerings. We then submit the application to the insurance company for underwriting on behalf of the consumer. We provide toll-free support during business hours to
assist the consumer in completing the application.

Underwriting.During the underwriting process, we regularly track the progress of the consumer's outstanding items. We also assist the
insurance
company by arranging for a paramedical examination and facilitating the collection of any other outside information needed. We obtain status reports from the insurance company at least every ten days
regarding the application and regularly communicate this information to the consumer. We review all policies for accuracy prior to delivery to the consumer.

If
an insurance company declines to issue the policy or issues a counter offer at a higher premium, we send a letter to the consumer stating the reasons that the policy is not being
issued as applied for. In this instance, we also assist the consumer in finding suitable alternative coverage whenever asked and wherever possible.

Once
a policy has been issued and been paid for by the consumer, we receive a commission from the insurance company. We do not charge consumers for using our technology and do not
currently sell banner advertising at our Insure.com web site.

Insurance Products

Insure.com historically offered quote and policy-related information regarding term life insurance. We now also offer instant quotes
and related information on additional insurance products for both individuals and small businesses. Our current product offerings include:



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We
constantly evaluate our offerings based on a number of factors, including market acceptance and profitability. We may decide to add or delete lines of coverage at any time.

Technology

Proprietary Insurance Information Database.We maintain a proprietary database of premium rates and policy coverage information from
about 30 life
insurance companies. We do not rely upon state insurance departments or any other regulatory agencies to obtain any insurance pricing information. Instead, we obtain and regularly update all of the
pricing, underwriting and policy coverage information contained in our databases directly from each quoted insurance company. We obtain financial stability ratings from A.M. Best,
Fitch, Inc., Moody's, Standard & Poor's and Weiss Ratings, Inc. and hold licenses to distribute the copyrighted rating from each of these ratings services. Our dedicated staff of
full-time market reporters regularly contacts the insurance companies quoted on our service and monitors and updates our databases as market conditions warrant. Each business day we make
hundreds of changes to our insurance database.

Technology Systems.Our systems for processing quotes and purchase requests, application progress tracking, customer notification and
revenue
recognition are highly automated and integrated. Agents and customer service representatives equipped with online computer terminals can access a customer's account information from our database on
demand. Our core technology systems use a combination of our own proprietary technologies and commercially available, licensed technologies. We have internally developed and enhanced our proprietary
programs over a period of 20 years using scalable tools and platforms to allow us to rapidly expand our network and computing capacity.

An
internal programming and system administration staff supports our technology. In addition to supporting the systems, our staff continually enhances our software and hardware and
develops new systems and services to better service our customers and business objectives.

Server Hosting and Backup.Our websites are hosted by a grade "A" telecommunications data center in Chicago, Illinois, which provides
redundant
communications lines to the internet backbone, emergency
power backup, and security, as well as 24-hour monitoring and engineering support. In addition, we have implemented load balancing systems and our own redundant servers to provide for
fault tolerance. These redundancies permit us to perform scheduled maintenance without taking our web sites offline.

Marketing

We attract new consumers and communicate the availability of new products and services primarily through direct response marketing
methods. We have established ourselves as a leading Internet-based insurance brand through an offline marketing campaign consisting primarily of magazine advertisements, radio and direct mail. We
employ in-house volume media buying and other strategies to minimize the expenses of broad-based advertising. Using our proprietary information processing systems and consumer database as
well as other resources, we employ statistical analyses to measure the effectiveness and efficiency of our marketing efforts.

We
intend to aggressively pursue a marketing strategy designed to promote our Insure.com brand and consumer awareness of the benefits of buying insurance through us.

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Our marketing strategy is to promote our brand and attract self-directed consumers to our website and to call us. Our marketing initiatives
include:



Material Strategic Relationships and Agreements

We selectively pursue strategic relationships and agreements to expand our access to online consumers, to build our brand name
recognition and to expand our products and services with a variety of companies. Revenue associated with our agreements with strategic partners comprised approximately 17% of total revenue for the
year ended December 31, 2008, primarily from the sale of leads for insurance other than term life.

Competition

We compete with online and traditional providers of insurance products. The market for selling insurance products over the Internet is
intensely competitive. Current and new competitors may be able to launch new sites at a relatively low cost. There are a number of companies that either sell insurance online or provide lead referral
services online.

We
believe that we are the most comprehensive Internet-based insurance service because we provide consumers complete quote-to-policy-delivery insurance services,
instant quotes from about 30 life insurance companies and the ability to buy online or over the phone. Our Internet-based, lead-referral competitors generally capture consumer name and
address information to be forwarded, as a prospective sales lead, to a specified insurance company, without personalized customer service or fulfillment capabilities. Other Internet-based competitors
have created websites as alternatives to their traditional sales activities and offer products from a single insurance company or a relatively small group of insurance companies with little or no
comparative overview of prices. While we believe that our complete quote-to-policy-delivery service offers a more comprehensive Internet-based insurance service solution than
these competitors, we nonetheless face intense competition from these other types of insurance services.

We
also face competition from the traditional distributors of insurance such as captive agents, independent brokers and agents and direct distributors of insurance. Insurance companies
and distributors of insurance products are increasingly competing with banks, securities firms and mutual fund companies that sell insurance or alternative products to similar consumers.

We
potentially face competition from unanticipated alternatives to our insurance service from a number of large Internet companies and services that have expertise in developing online
commerce and in facilitating Internet traffic. These potential competitors could choose to compete with us directly or
indirectly through affiliations with other electronic commerce companies, including direct competitors. Other large companies with strong brand recognition, technical expertise and experience in
Internet commerce could also seek to compete with us. Competition from these and other sources could harm our business, results of operations and financial condition.

We
believe that the principal competitive factors in our markets are price, brand recognition, web site useability, ability to fulfill customer purchase requests, customer service,
reliability of delivery, ease of use, and technical expertise and capabilities. Many of our current and potential competitors,

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including
Internet directories and search engines and traditional insurance agents and brokers, have longer operating histories, larger customer bases, greater brand recognition and significantly
greater financial, marketing, technical and other resources than us. Several of these competitors may be able to secure products and services on more favorable terms than we can obtain. In addition,
many of these competitors may be able to devote significantly greater resources than we can for developing websites and systems, marketing and promotional campaigns, attracting traffic to their Web
sites and attracting and retaining key employees.

Increased
competition may result in reduced operating margins, loss of market share and damage to our brand. We cannot assure you that we will be able to compete successfully against
current and future competitors or that competition will not harm our business, results of operations and financial condition.

Regulation

The insurance industry and the marketers of insurance products are subject to extensive regulation by state governments and by the
District of Columbia. This regulation extends to the operations of insurance companies, insurance agents and to our service.

Our
products are sold throughout the United States through licenses held by us and/or one of our employees, as is required by each state's insurance department. In general, state
insurance laws establish supervisory agencies with broad administrative and supervisory powers to:



Moreover,
existing state insurance regulations require that a firm, or individual within that firm, must be licensed in order to quote an insurance premium. State insurance regulatory
authorities regularly make inquiries, hold investigations and administer market conduct examinations with respect to compliance with applicable insurance laws and regulations by insurance companies
and their agents. In recent years, a number of insurance agents and the life insurance companies they represent have been the subject of regulatory proceedings and litigation relating to alleged
improper life insurance pricing and sales practices. Some of these agents and insurance companies have incurred or paid substantial amounts in connection with the resolution of these matters. We do
not currently sell the types of life insuranceprimarily cash value life insurance policies such as universal lifethat are the subject of these actions.

In
addition, licensing laws applicable to insurance marketing activities and the receipt of commissions vary by jurisdiction and are subject to interpretation as to the application of
these requirements to specific activities or transactions. We and/or many of our employees are currently licensed to sell insurance in every state and the District of Columbia. All interaction with
customers is done through our licensed customer service staff. We do not permit any of our unlicensed personnel who occasionally have contact with customers to act as insurance agents. We monitor the
regulatory compliance of our sales, marketing and advertising practices and the related activities of our employees.

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We
also provide continuing education and training to our staff in an effort to ensure compliance with applicable insurance laws and regulations. However, we cannot assure you that a state insurance
department will not make a determination that one or more of these activities constitute the solicitation of insurance and that personnel must be licensed. Such a determination could harm our
business.

We
can give you no assurance that we would be deemed to be in compliance with all applicable insurance licensing requirements and marketing regulations of each jurisdiction in which we
operate. Nor can we assure you that we do not need to obtain any additional licenses.

The
federal government does not directly regulate the marketing of most insurance products, but there has been talk of movement toward a federal regulatory scheme. However, some
products, such as variable life insurance, must be registered under federal securities laws and therefore the entities selling these products must be registered with the Financial Industry Regulatory
Authority. We do not currently sell any federally regulated insurance products. If we elect to sell these federally regulated products in the future, we would be required to qualify for and obtain the
required licenses and registrations. We cannot assure you that we would be able to obtain these licenses.

Further,
we are subject to various federal laws and regulations affecting matters such as pensions, age and sex discrimination, financial services, securities and taxation. Congress
recently passed legislation that provides for national licensing of insurance agents and brokers. The legislation provides an impetus for states to enact uniform laws and regulations governing
licensing of individuals and entities authorized to sell and solicit the purchase of insurance, as well as reciprocity laws and regulations governing the licensing of non-resident
individuals. This legislation and other future federal or state legislation could result in increased regulation of our business.

The
future regulation of insurance sales via the Internet remains unclear. We believe that we are currently in compliance with all current regulations. However, if additional state or
federal regulations are adopted, they may have an adverse impact on us.

Employees

As of December 31, 2008, we had 151 employees. We have never had a work stoppage. Our employees are not represented by a
collective bargaining unit. We consider our relations with our employees to be good. Our future success will depend, in part, on our ability to continue to attract, integrate, retain and motivate
highly qualified technical and managerial personnel, for whom competition is intense.

ITEM 1A.    Risk Factors

Risks Related to Our Business

Our insurance brokerage business has not been profitable and may not become profitable in the future

Our first complete year of focusing on our Internet based insurance service was 1997. We incurred operating losses each year subsequent
to 1997 through the year ended December 31, 2008. Because of our overhead structure, including the ongoing costs of employing highly-skilled technical personnel, we will need to generate higher
revenues than we did in 2008 in order to achieve profitability. Even though we achieved profitability in the second and third quarters of 2008, we may not be able to maintain profitability in the
future.

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If the term life insurance industry declines, our business will suffer because approximately 81% of our 2008 revenues were derived from the sale of term life insurance

For the year ended December 31, 2008, approximately 81% of our revenue was derived from the sale of individual term life
insurance. Because of this high concentration of revenue from one line of insurance, our current financial condition is largely dependent on the economic health of the term life insurance industry. If
sales of term life insurance decline, for any reason, our business would be substantially harmed. In addition, in recent years, term life insurance premiums have been declining. If term life insurance
premiums continue to decline, it will become even more difficult for us to become profitable.

The current economic situation may lead to reduced demand for life insurance

Our country is currently going through an economic downturn, which has resulted in rising levels of unemployment. If these economic
conditions result in a decreased demand for life insurance, as consumers use their economic resources for other needs, our business could be harmed.

We expect to continue to experience significant fluctuations in our quarterly results, which makes it difficult for investors to make reliable
period-to-period comparisons and may contribute to volatility in our stock price

Our quarterly revenues and operating results have fluctuated widely in the past and may continue to fluctuate widely in the future.
Causes of these fluctuations could or have included, among other factors:



In
addition, we have a very long revenue cycle for term life insurance. The time from the date the application is requested by the customer until revenue is recorded averages
approximately three months. As a result, substantial portions of our expenses, including selling and marketing expenses, are incurred and recorded in the financial statements well in advance of
potential matching revenue generation. If revenues do not meet our expectations as a result of these selling and marketing expenses, our results of operations will be negatively affected.

Any
one or more of the above-mentioned factors could harm our business and results of operations, which makes quarterly predictions difficult and often unreliable. As a result, we
believe that quarter-to-quarter comparisons of our operating results are not necessarily meaningful and not good

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indicators
of our future performance. Due to the above-mentioned and other factors, it is possible that in one or more future quarters our operating results will fall below the expectations of
securities analysts and investors. If this happens, the trading price of our common stock would likely decrease.

We must further develop our brand recognition in order to remain competitive

There are many other insurance brokers, insurance carriers and websites that offer services that are competitive with our services.
Therefore, we believe that broader recognition and a favorable consumer perception of the Insure.com brand is essential to our future success. Accordingly, we intend to continue to pursue an
aggressive brand-enhancement strategy consisting of advertising, online marketing, and promotional efforts. If these expenditures do not result in a sufficient increase in revenues to cover these
additional selling and marketing expenses, our business, results of operations and financial condition would be harmed.

The sale of internet leads may not generate a material amount of revenues for us

As part of our marketing strategy, we sell internet traffic that comes to our website and indicates an interest in an insurance product
other than life insurance, and at times have sold excess life insurance leads, to third party Web sites and others in order to increase the realized revenue from visitors to our website. We generated
fee revenues totaling $2.6 and $4.3 million from the sale of leads during 2008 and 2007, respectively. Most of the agreements with these third parties permit either party to terminate the
agreement with short notice. As a result, we cannot assure you that any of these relationships or agreements will be profitable or generate any material amount of revenues in the future or not be
renegotiated. If our sales of non-life insurance traffic do not meet our expectations regarding revenues and earnings, our business could be harmed.

If we lose any of our key executive officers our business may suffer because we rely on their knowledge of our business

We believe that our success is significantly dependent upon the continued employment and collective skills of our executive officers,
including founder and Chief Executive Officer, Robert S. Bland, and Executive Vice President and Chief Operating Officer, William V. Thoms. We maintain key man life insurance policies on
Messrs. Bland and Thoms and both of these officers have entered into employment contracts with us. The loss of either of these two executives or any of our other key executive officers could
harm us.

The former owner of Life Quotes has a limited non-competition agreement with us.

Kenneth Manley, the former owner of Life Quotes, has a non-competition agreement with us that prevents him from competing
with us for up to six years. However, the agreement allows Manley to form a life insurance agency with members of his family provided that he acts only as a general agent placing business
through Insure.com as managing general agent. He is limited to being able to produce a maximum of $2 million per year in commissionable premium, subject to annual inflationary adjustments. This
arrangement could result in Manley obtaining business that we might otherwise have obtained directly.

Risks Related to the Insurance Industry

The current economic crisis could lead to reduced capacity in the life insurance industry

During recent months, concerns have been raised regarding the economic viability of the parent holding companies of some large US life
insurance companies. The most notable example is AIG, the parent company of American General Life Insurance Company and Unites States Life Insurance Company. AIG received billions of dollars of
federal bail-out assistance, including direct U.S.

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Government
investment and provision of a multi-billion dollar credit facility. While assurances have been given regarding the viability of the life insurance subsidiaries of these affected holding
companies, a continued deterioration of the credit markets could lead to a reduction in the capacity of life insurers to accept new business. Life insurance capacity could also be constrained by a
deterioration in the financial viability of foreign and domestic life reinsurance companies. Should there be a reduction in life insurance capacity, life insurance premiums will likely increase and
underwriting guidelines could be tightened, and our business could be harmed.

Our bonus commission revenues are highly unpredictable and may cause fluctuations in our operating results

Our bonus commission revenues relate to the amount of premiums paid for new insurance policies to a single insurance company. In other
words, if consumers purchase policies from a fewer number of insurance companies our bonus commissions may be higher than if the same policies were purchased from a larger number of insurance
companies. The decision to purchase a policy from a particular insurance company typically relates to, among other factors, price of the policy and rating of the insurance company, both of which are
factors over which we have no control. Insurance companies often change their prices in the middle of the year for competitive reasons. This may reduce the number of policies placed with that
insurance company which may then reduce our potential bonus commissions. In addition, we have no control over the bonus commission rates that are set by each individual insurance company. As a result
of these factors, we are unable to control the amount and timing of bonus commission revenues we receive in any particular quarter or year and these amounts may fluctuate significantly. Bonus
commission revenues were $2.6 million for the year ended December 31, 2008 and $2.1 million for the year ended December 31, 2007.

The insurance sales industry is intensely competitive, and if we fail to successfully compete in this industry our market share and business will be harmed

The markets for the products and services we offer are intensely competitive and characterized by rapidly changing technology, evolving
regulatory requirements and changing consumer demands. We compete with traditional insurance distribution channels, including insurance agents and brokers, new non-traditional channels
such as commercial banks and savings and loan associations, and a growing number of direct distributors including other online services, such as IntelliQuote and SelectQuote.

We
also potentially face competition from a number of large online services that have expertise in developing online commerce and in facilitating a high volume of Internet traffic for or
on behalf of our competitors. For instance, some of our competitors have relationships with major electronic commerce companies. Other large companies with strong brand recognition, technical
expertise and experience in online commerce and direct marketing could also seek to compete in the online insurance market.

There
can be no assurance that we will be able to successfully compete with any of these current or potential insurance providers.

Insurance companies that have appointed us as agents may cancel those appointments

Most of our agency contracts allow the insurance company to cancel our agency appointment at any time. Should any of the companies with
which we place significant amounts of business decide to cancel our appointments, our business could be harmed.

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Risks Related to Regulation

Our compliance with the strict regulatory environment applicable to the insurance industry is costly, and if we fail to comply with the numerous laws and regulations that
govern the industry we could be subject to penalties

We must comply with the complex rules and regulations of each jurisdiction's insurance department which impose strict and burdensome
guidelines on us regarding our operations. Compliance with these rules and regulations imposes significant costs on our business. Each jurisdiction's insurance department typically has the power,
among other things, to:



Due
to the complexity, periodic modification and differing statutory interpretations of these laws, we may not have always been and we may not always be in compliance with all these
laws. In addition, we have at times been subject to regulatory action for failing to comply with these laws. Failure to comply with these numerous laws in the future could result in fines, additional
licensing requirements or the revocation of our license in the particular jurisdiction. These penalties could significantly increase our general operating expenses and harm our business. In addition,
even if the allegations in any regulatory action against us turn out to be false, negative publicity relating to any allegations could result in a loss of consumer confidence and significant damage to
our brand. We believe that because many consumers and insurance companies are not yet comfortable with the concept of purchasing insurance online, the publicity relating to any such regulatory or
legal issues could harm our business.

If we become subject to legal liability for the information we distribute on our website or communicate to our customers, our business could be harmed

Our customers rely upon information we provide regarding insurance quotes, coverage, exclusions, limitations and ratings. To the extent
that the information we provide is not accurate, we could be liable for damages from both consumers and insurance companies. These types of claims have been brought, sometimes successfully, against
agents, online services and print publications in the past. These types of claims could be time-consuming and expensive to defend, divert management's attention, and could cause consumers
to lose confidence in our service. As a result, these types of claims, whether or not successful, could harm our business, financial condition and results of operations.

In
addition, because we have not been appointed as an agent for all of the life insurance companies quoted on our website, we do not have contractual authorization to publish information
regarding the policies from insurance companies for whom we are not appointed. Several of these insurance companies have in the past demanded that we cease publishing their policy information and
others may do so in the future. In some cases we have published information despite these demands. If we are required to stop publishing information regarding some of the insurance policies that we
track in our database, it could harm us.

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Risks Related to the Internet and Electronic Commerce

Any failures of, or capacity constraints in, our systems or the systems of third parties on which we rely could reduce or limit visitors to our Web site and harm our ability
to generate revenue

We use both internally developed and third-party systems to operate our service. If the number of users of our service increases
substantially, we will need to significantly expand and upgrade our technology, transaction processing systems and network infrastructure. We do not know whether we will be able to accurately project
the rate or timing of any of these increases, or expand and upgrade our systems and infrastructure to accommodate these increases in a timely manner. Our ability to facilitate transactions
successfully and provide high quality customer service also depends on the efficient and uninterrupted operation of our computer and communications hardware systems. Our service has experienced
periodic system interruptions, and it is likely that these interruptions will continue to occur from time to time. Additionally, our systems and operations are vulnerable to damage or interruption
from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, acts of vandalism and similar events. We may not carry sufficient
business interruption insurance to compensate for losses that could occur. Any system failure that causes an interruption in service or decreases the responsiveness of our service would impair our
revenue-generating capabilities, and could damage our reputation and our brand name.

Our success depends, in part, on our ability to protect our proprietary technology

We believe that our success depends, in part, on protecting our intellectual property. Other than our trademarks, most of our
intellectual property consists of proprietary or confidential information that is not subject to patent or similar protection. Competitors may independently develop similar or superior products,
software or business models.

We
cannot guarantee that we will be able to protect our intellectual property. Unauthorized third parties may try to copy our products or business model or use our confidential
information to develop competing products. Legal standards relating to the validity, enforceability and scope of protection of proprietary rights in Internet-related businesses are uncertain and still
evolving. As a result, we cannot predict the future viability or value of our proprietary rights and those of other companies within the industry.

We may be subject to claims of infringement that may be costly to resolve and, if successful, could harm our business

Our business activities and products may infringe upon the proprietary rights of others. Parties may assert valid or invalid
infringement claims against us. Any infringement claims and resulting litigation, should it occur, could subject us to significant liability for damages and could result in invalidation of our
proprietary rights. Even if we eventually won, any resulting litigation could be time-consuming and expensive to defend and could divert our management's attention.

If we are unable to adapt to the rapid technological change in our industry, we will not remain competitive and our business will suffer

Our market is characterized by rapidly changing technologies, frequent new product and service introductions, and evolving industry
standards. The growth of the Internet and intense competition in our industry exacerbate these market characteristics. Our future success will depend on our ability to adapt to rapidly changing
technologies by continually improving the features and reliability of our database and service. We may experience difficulties that could delay or prevent the successful introduction or marketing of
new products and services. In addition, new enhancements must meet the requirements of our current and prospective customers and must achieve significant market acceptance.

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We
could also incur substantial costs if we need to modify our service or infrastructures or adapt our technology to respond to these changes.

Demand for our services may be reduced if we are unable to safeguard the security and privacy of our customer's information

A significant barrier to electronic commerce and online communications has been the need for secure transmission of confidential
information over the Internet. Our ability to secure the transmission of confidential information over the Internet is essential in maintaining consumer and insurance company confidence in our
service. In addition, because we handle
confidential and sensitive information about our customers, any security breaches would damage our reputation and could expose us to litigation and liability. We cannot guarantee that our systems will
prevent security breaches.

Risks Related to the Ownership of Our Common Stock

Zions Bancorporation, together with two of our officers and directors, own a significant portion of our stock and control Insure.com and their interests may not be the same
as our public stockholders

As of February 25, 2009, Robert Bland, our chairman, President and Chief Executive Officer, directly or indirectly controlled
approximately 31% of our outstanding common stock, William Thoms, our Executive Vice President and Chief Operating Officer, directly controlled approximately 8% of our outstanding common stock, and
Zions Bancorporation controlled approximately 35% of our common stock. As a result, if Zions and Messrs. Bland and Thoms act together, or if Zions and Mr. Bland act together, they will
be able to take any of the following actions without the approval of additional public stockholders:



If
these persons act together and take any of the actions described above, the interests of our other stockholders may be harmed. For example, these persons could discourage or prevent
potential mergers, takeovers or other change of control transactions that could be beneficial to our public stockholders, which could adversely affect the market price of our common stock. They may
also be able to prevent or frustrate attempts to replace or remove incumbent management through their ability to elect directors. Furthermore, they may choose to advance their own interests at the
expense of other stockholders, such as by acting to entrench themselves in a management position or electing themselves as directors.

The investor rights agreement we signed with Zions contains supermajority board voting provisions that could make it more difficult for stockholders to change the policies
of our Board of Directors and elect new members to our Board of Directors

So long as Zions holds 40% of the shares issued to them, the investor rights agreement we signed with Zions gives Zions the right to
nominate or appoint one member of our Board of Directors. We must also receive a vote of 75% of our directors for us to:



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The
supermajority provision, combined with Zions' right to nominate or appoint one member of our Board of Directors, could discourage others from initiating a potential merger, takeover
or another change of control transaction that could be beneficial to our public stockholders. In addition this supermajority provision could make it more difficult for stockholders to change the
members and policies of the Board of Directors because any of the actions described above would require the approval of six of our seven directors. As a result, the market price of our stock could be
harmed.

If Zions chooses to sell its stock, the market price of our stock could decrease and our ability to raise capital in the public markets may be adversely affected

Zions currently owns 2,363,636 shares of our common stock. Sales of significant amounts of these shares, or the perception that such
sales will occur, could adversely affect the market price of our common stock or our future ability to raise capital through an offering of equity securities or debt securities convertible into debt
securities.

If our remaining goodwill becomes impaired, we will be required to write off some or all of it against earnings, which may negatively impact the price of our common stock

Our balance sheet contains goodwill in the amount of $3.1 million as a result of our 2004 purchase of certain of the assets of
Life Quotes, Inc. While goodwill is not amortized, it is subject to periodic reviews for impairment (at least annually, or more frequently if impairment indicators arise). We review goodwill
for impairment periodically and whenever events or changes in business circumstances indicate

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that
the carrying value of the assets may not be recoverable. Such impairment reviews are performed at the entity level with respect to goodwill, as we have one reporting unit. Under those
circumstances, if the fair value were less than the carrying amount of the entity, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss
would need to be charged against current period earnings. No indicators of impairment were noticed in our December 31, 2008 impairment review. The determination of fair value and the impairment
are based on a combination of a market valuation based on a comparison with similar public companies (guideline company method) and a discounted cash flow analysis, which includes making various
judgmental assumptions, including assumptions about future cash flows, growth rates and discount rates. The use of different estimates or assumptions could produce different results.

During
2009, and for as long as we have goodwill on our balance sheet, we will continue to review for indicators of goodwill impairment. If it were determined that the fair value of the
entity were less than the carrying amount of the entity, an additional impairment charge could be recorded. Recording such a charge would decrease earnings and could lead to a decline in the price of
our common stock.

As a relatively small company with a history of operating losses, the future trading market for our stock may not be active on a consistent basis, which may make it
difficult for you to sell your shares

The trading volume of our stock depends in part on our ability to increase our revenue and reduce or eliminate our operating losses,
which may increase the attractiveness of our stock as an investment, thereby leading to a more liquid market for our stock on a consistent basis. If we are unable to achieve these goals, or an active
market does not develop, the trading market for our stock may be negatively affected, which may make it difficult for you to sell your shares. If an active and liquid trading market does not exist for
our common stock, you may have difficulty selling your shares.

Our common stock is currently trading at low prices, which could further reduce the liquidity of the market for, and the price of, our common stock

We believe that the current per share price level of our common stock has reduced the effective marketability of our shares of common
stock because of the reluctance of many brokerage firms to recommend low-priced stock to their clients. Certain investors view low-priced stock as speculative and unattractive,
although certain other investors may be attracted to low-priced stock because of the greater trading volatility sometimes associated with such securities. In addition, a variety of
brokerage house policies and practices tend to discourage individual brokers within those firms from dealing in low-priced stock. Such policies and practices pertain to the payment of
brokers' commissions and to time-consuming procedures that function to make the handling of low-priced stocks unattractive to brokers from an economic standpoint.

In
addition, because brokerage commissions on low-priced stock generally represent a higher percentage of the stock price than commissions on higher-priced stock, the current
share price of the common stock can result in individual stockholders paying transaction costs (commissions, markups or markdowns) that represent a higher percentage of their total share value than
would be the case if the share price were substantially higher. This factor also may limit the willingness of institutions to purchase the common stock at its current low share price.

We
believe that the current price of our common stock may have a negative impact on the liquidity and price of our common stock and investors may find it more difficult to purchase or
dispose of, or to obtain accurate quotations as to the market value of, our common stock.

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Certain provisions in our charter documents and Delaware law, together with our concentration of stock ownership in a few persons, could discourage takeover attempts and
lead to management entrenchment

Our certificate of incorporation and bylaws and Delaware law contain anti-takeover provisions that could have the effect of
delaying or preventing changes in
control that a stockholder may consider favorable. The provisions in our charter documents include the following:



Our
preferred stock purchase rights could cause substantial dilution to any person or group who attempts to acquire a significant interest in Insure.com without advance approval of our
Board of Directors. We have amended our rights plan to exempt acquisitions of shares of our common stock by Zions from the operation of the rights plan. In addition, our executive officers have
employment agreements that may entitle them to substantial payments in the event of a change of control. We entered into amendments to our employment agreements with Messrs. Bland and Thoms
that exempted the issuance of stock to Zions from constituting a change of control under these employment agreements.

Furthermore,
as of February 25, 2009 Messrs. Bland and Thoms, together with Zions, directly or indirectly controlled approximately 74% of our outstanding common stock. This
high concentration of stock ownership, together with the anti-takeover measures described above, could prevent or frustrate attempts to remove or replace incumbent management, including
Messrs. Bland and Thoms. These persons may act to further their interests as management rather than the interests of the public stockholders.

The
foregoing could have the effect of delaying, deferring or preventing a change in control of Insure.com, discourage bids for our common stock at a premium over the market price, or
harm the
market price of, and the voting and other rights of the holders of, our common stock. We also are subject to Delaware laws that could have similar effects. One of these laws prohibits us from engaging
in a business combination with any significant stockholder for a period of three years from the date the person became a significant stockholder unless specific conditions are met.

ITEM 1B.    Unresolved Staff Comments

Not applicable.

ITEM 2.    Properties

Our executive, administrative and operating offices are located in approximately 19,000 square feet of leased office space in Darien,
Illinois under a lease that expires on December 31, 2013.

ITEM 3.    Legal Proceedings

From time to time we have been, and expect to continue to be, subject to legal and regulatory proceedings and claims in the ordinary
course of business. Legal and regulatory proceedings and claims

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may
include claims of alleged infringement of third party intellectual property rights, notices from state regulators that we may have violated state regulations, and litigation instituted by
dissatisfied policy holders. These claims, even if without merit, could result in the significant expenditure of our financial and managerial resources. We are not aware of any such claims that we
believe will, individually or in the aggregate, materially affect our business, financial condition or results of operations.

ITEM 4.    Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of our stockholders during the quarter ended December 31, 2008.

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PART II

ITEM 5.    Market for Registrant's Common Equity and Related Stockholder Matters and Issuers Purchase of Equity Securities.

Market Information.Our common stock began trading on the Nasdaq National Market under the symbol "QUOT" on August 3, 1999, the
date of our
initial public offering. Prior to this date, no established public trading market for our common equity existed. Effective the opening of business on July 20,
2001, our stock listing was transferred from the Nasdaq National Market to the Nasdaq SmallCap Market, which is now known as the Nasdaq Capital Market, retaining its existing symbol, QUOT. On
January 8, 2007, the ticker symbol for our common stock was changed to NSUR. As of February 25, 2009 the approximate number of record holders of our common stock was 800. The last sale
price of our common stock on February 25, 2009 was $2.40. The following table sets forth, for the period indicated, the high and low last sale price of our common stock as reported on the
Nasdaq Capital Market, as applicable.

High

Low2008:First Quarter

$
4.50

$
3.34Second Quarter


4.00


2.94Third Quarter


3.50


2.89Fourth Quarter


3.50


1.982007:First Quarter

$
4.53

$
4.00Second Quarter


5.49


3.50Third Quarter


4.42


3.11Fourth Quarter


5.24


4.00


Dividends.We have never declared or paid any cash dividends on our common stock and do not anticipate paying cash dividends on our
common stock in
the foreseeable future. The investor rights agreement we have entered into with Zions Bancorporation, or Zions, prohibits us from paying cash dividends on our common stock unless certain conditions
are met. We currently intend to retain all future earnings to finance the growth and development of our business. Any future determination as to the payment of dividends will be made by our board of
directors and will depend on our results of
operations, financial condition, capital requirements, and any other factors our board of directors considers relevant, including the restrictions contained in the investor rights agreement.

Issuer purchases of equity securities.On January 31, 2008, the Company's Board of Directors authorized the repurchase of up to
600,000 shares
of its common stock. On July 24, 2008, the Company's Board of Directors cancelled its previous authorization, and authorized the repurchase of up to an additional 600,000 shares of its common
stock, with no expiration date. Following is information concerning the results of those programs during the quarter ended December 31, 2008:

ISSUER PURCHASES OF EQUITY SECURITIES

Period

Total
Number of
Shares

Average
Price Paid
Per Share

Total Number of
Shares Purchased as Part
of Publicly Announced
Plans or Programs

Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or ProgramsOctober 1 through October 31, 2008


62,500

$
3.39


62,500


492,310November 1 through November 30, 2008


4,000

$
3.03


66,500


488,310December 1 through December 31, 2008


1,300

$
2.38


67,800


487,010Total


67,800

$
3.35


67,800


487,010


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Table of Contents

ITEM 6.    Selected Financial Data.

The historical statement of operations data and balance sheet data in the table below is derived from our audited financial statements,
which are included elsewhere in this annual report. This data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and with the
financial statements, related notes, and other financial information included elsewhere in this annual report. The historical results presented below are not necessarily indicative of the results to
be expected for any future period.

Year Ended December 31,2008

2007

2006

2005

2004(in thousands, except per share data)Statement of Operations Data:Revenues

$
15,667

$
18,020

$
17,219

$
17,101

$
15,910Expenses:Selling and marketing


3,942


5,687


8,784


6,541


6,866Operations


8,875


8,860


6,165


7,275


6,531General and administrative


3,432


3,306


3,531


3,764


3,148Depreciation and amortization


786


784


853


973


1,279Impairment of land and building








1,801





Impairment of goodwill











3,750


Total expenses


17,035


18,637


21,134


22,303


17,824Operating loss


(1,368
)

(617
)

(3,915
)

(5,202
)

(1,914
)Interest income, net


365


442


327


276


138Realized gain (loss) on sale of securities


4











(45
)Net loss

$
(999
)
$
(175
)
$
(3,588
)
$
(4,926
)
$
(1,821
)Basic and diluted net loss per share

$
(0.14
)
$
(0.02
)
$
(0.49
)
$
(0.67
)
$
(0.31
)Weighted average common shares and equivalents, basic and diluted


7,012


7,294


7,312


7,329


5,851




December 31,2008

2007

2006

2005

2004(in thousands)Balance Sheet DataCash and Equivalents

$
927

$
2,072

$
1,300

$
747

$
1,356Working Capital


7,963


12,933


11,383


7,190


5,140Total assets


18,319


20,939


20,671


24,055


28,843Total liabilities


1,957


1,695


1,347


1,441


1,228Total stockholders' equity


16,362


19,244


19,324


22,614


27,615




Year Ended December 31,2008

2007

2006

2005

2004Selected Operating Statistics:Policies soldTerm life


15,495


15,291


12,080


16,845


17,485Health and other











315


3,236Total policies sold


15,495


15,291


12,080


17,160


20,721


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Table of Contents

Selected Quarterly Operating Results

The following tables set forth unaudited quarterly statements of operations data for 2008 and 2007. The information for each of these
quarters has been prepared on substantially the same basis as the audited financial statements included elsewhere in this annual report, and, in our opinion, include all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of the results of operations for these periods. Historical results are not necessarily indicative of the results to be expected in
the future, and results of interim periods are not necessarily indicative of results for the entire year.

Quarter EndedMar. 31,

June 30,

Sept. 30,

Dec. 31,(in thousands, except per share data)2008Revenues

$
3,968

$
4,056

$
4,137

$
3,506Expenses:Selling and marketing


1,281


1,028


918


715Operations


2,235


1,997


2,211


2,432General and administrative


872


872


784


904Depreciation and amortization


207


201


191


187Total expenses


4,595


4,098


4,104


4,238Operating income (loss)


(627
)

(42
)

33


(732
)Interest income, net


111


99


78


77Realized gain on sale of securities


4








Net income (loss)

$
(512
)
$
57

$
111

$
(655
)Net income (loss) per share basic and diluted

$
(0.07
)
$
0.01

$
0.02

$
(0.10
)




Quarter EndedMar. 31,

June 30,

Sept. 30,

Dec. 31,(in thousands, except per share data)2007Revenues

$
4,202

$
4,679

$
4,616

$
4,523Expenses:Selling and marketing


1,775


1,421


1,244


1,247Operations


2,144


2,662


2,034


2,020General and administrative


1,059


818


721


708Depreciation and amortization


195


188


196


205Total expenses


5,173


5,089


4,195


4,180Operating income (loss)


(971
)

(410
)

421


343Interest income, net


89


111


123


119Net income (loss)

$
(882
)
$
(299
)
$
544

$
462Net income (loss) per share basic and diluted

$
(0.12
)
$
(0.04
)
$
0.07

$
0.06


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Table of Contents

ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview and Critical Accounting Policies

We generate revenues primarily from the receipt of commissions paid to us by insurance companies based upon the insurance policies sold
to consumers through our service. These revenues come in the form of first year, bonus and renewal commissions that vary by company and product. We recognize the full first year commission revenues on
term life insurance after the insurance company approves the policy and accepts the initial premium payment. At the time revenue is recognized, an allowance is recorded based on historical information
for estimated commissions that
will not be received due to the non-payment of installment first year premiums and any premium refunds made by the insurance carriers. We recognize commission revenue on other lines of
insurance, primarily health insurance, after we receive notice that the insurance company has received payment of the related premium. First year commission revenues per policy can fluctuate due to
changing premiums, commission rates, and types or amount of insurance sold. We receive bonuses based upon individual criteria set by insurance companies. We recognize bonus revenue in the period in
which it is earned. Bonus revenues are typically higher in the fourth quarter of our fiscal year due to the bonus system used by many life insurance companies, which pay greater amounts based upon the
achievement of certain levels of annual production. Revenues for renewal commissions are recognized after we receive notice that the insurance company has received payment for a renewal premium.
Renewal commission rates are significantly less than first year commission rates and may not be offered by every insurance company. We also generate revenue from the sale of leads for various lines of
insurance to third parties. Such revenues are recognized when we receive notification from those sources of the revenue due to us. Our revenue recognition accounting policy has been applied
consistently to all periods presented in this report.

The
timing between when we submit a consumer's application for insurance to the insurance company and when we generate revenues has varied over time. The type of insurance product and
the insurance company's backlog are the primary factors that impact the length of time between submitted applications and revenue recognition. Over the past three years, the time between application
submission and revenue recognition has averaged approximately three months. Any changes in the amount of time between submitted application and revenue recognition, which will be influenced by many
factors not under our control, will create fluctuations in our operating results and could affect our business, operating results and financial condition.

Operations
expenses are comprised of both variable and semi-variable expenses, including wages, commissions, benefits and expenses associated with processing insurance
applications and maintaining our database and web sites. The historical lag between the time an application is submitted to the insurance companies and when we recognize revenues significantly impacts
our operating results as most of our variable expenses are incurred prior to application submission.

Selling
and marketing expenses consist primarily of direct advertising costs. The costs of communicating the advertising are expensed in the period the advertising is communicated.

We
have established the 1997 Stock Option Plan and the 2004 Non-Qualified Stock Option Plan, or the plans, to provide additional incentives to our employees, officers, and
directors. Under the plans, an aggregate of 800,000 shares of Insure.com common stock may be granted to participants in the plans. In 2004, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 123 (revised 2004),Share-Based Payments, which is a revision of FASB Statement No. 123,Accounting
for Stock-Based Compensation.Statement 123 (R) supersedes APB Opinion 25 and amends FASB Statement No. 95,Statement of Cash
Flows.Generally, the approach in Statement 123 (R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values.

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Table of Contents

Intangible
assets acquired in 2004 in the acquisition of certain assets of Life Quotes, Inc. consist of the following:

Intangible asset
balance

Estimated
useful life

Amortization
methodInsurance contract renewals

$
3,538,000

10 years

AcceleratedNon-compete agreement


589,000

6 years

Straight lineTotal

$
4,127,000


The
fair value of insurance contract renewals was estimated based on the actual policies in force as of the acquisition date, and the renewal commission rates paid by each insurance
carrier. These commissions were estimated to have a useful life of ten years, based on the terms of the contracts with the insurance carriers, and an annual lapse rate was applied to the expected
renewals for each carrier based on historical trends. Amortization is on an accelerated basis, as renewal commissions will decline each year due to lapses. The ultimate realization of the value of the
contract renewals is dependant on a number of factors, including actual lapse ratios, which can be affected by factors not under our control, such as death rates and the pricing level of insurance
policies that could be purchased to replace the policies in the renewal stream. As a result, the actual amount realized from the contract renewals acquired may differ significantly from the estimated
amount, causing impairment.

The
Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy in accordance with Statement of Financial Accounting Standards ("SFAS")
No. 157, "Fair Value Measurements"("SFAS 157"). The fair value hierarchy ranks the quality and reliability of the information used to
determine fair value. The fair value of certain of the Company's financial instruments, including Cash and cash equivalents, Certificates of deposit, Accounts receivable, and Accounts payable,
approximates the carrying value due to the relatively short maturity of such instruments. We classify our fixed maturity investments as available-for-sale and, accordingly,
such investments are carried at fair value. The cost of fixed maturity investments is adjusted for amortization of premiums and discounts and for declines in value that are other than temporary.
Temporary changes in the fair values of investments are reflected directly in stockholders' equity as accumulated other comprehensive income or loss net of income taxes with no effect on net income or
loss. Realized gains or losses are calculated using the specific identification method

Goodwill
is not subject to amortization. Allocation of intangible assets between goodwill and other intangible assets and the determination of estimated useful lives are based on
valuations that we receive from independent appraisers. The calculations of these amounts are based on estimates and assumptions using historical and pro forma data and recognized valuation methods.
The use of different estimates or assumptions could produce different results.

While
goodwill is not amortized, it is subject to periodic reviews for impairment (at least annually, or more frequently if impairment indicators arise). We review goodwill for
impairment periodically and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Such impairment reviews are performed at the
entity level with respect to goodwill, as we have one reporting unit. Under those circumstances, if the fair value were less than the carrying amount of the entity, further analysis would be required
to determine whether or not a loss would need to be charged against current period earnings. No indicators of impairment were noticed in our December 31, 2008 and December 31, 2007
impairment reviews, as the calculated fair value of the reporting unit exceeded the carrying value by approximately 8% at each review date. The determination of fair value and the impairment are based
on a combination of a market valuation based on a comparison with similar public companies (guideline company method) and a discounted cash flow analysis, which includes making various judgmental
assumptions, including assumptions about future cash flows, growth rates and discount rates. The use of different estimates or assumptions could produce different results. If the Company is unable to
achieve the anticipated projected operating

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Table of Contents

results
utilized in the discounted cash flow analysis, there may be future goodwill impairment charges. During the fourth quarter of 2005, the Company experienced declining revenues from life
insurance sales and a drop in the market price of its common stock. Our annual impairment review was conducted as of December 31, 2005, and it was determined that an impairment existed. As a
result of this determination, the Company recorded an impairment charge against earnings in the fourth quarter of 2005 amounting to $3.75 million.

No
income tax credits have been recognized relating to our tax loss carryforwards due to uncertainties relating to future taxable income.

Results of Operations

Comparison of Years Ended December 31, 2008 and 2007

Revenues

Revenues decreased $2.3 million or 13.1%, to $15.7 million in 2008 from $18.0 million in 2007. The components of
revenue are as follows:

Year ended
December 31,2008

2007Revenues:CommissionsLife

$
12,690,740

$
13,378,857CommissionsHealth


262,791


291,915Sales of insurance leads


2,713,794


4,349,098Total revenue

$
15,667,325

$
18,019,870


Life
insurance commissions decreased $688,000, or 5%, even though policies sold increased by about 1% from 15,291 to 15,495. Revenues were negatively impacted by an increase in first
year lapses. We record commission revenue on new policies sold when the policy is placed in force. However, if the customer is paying the premium over the entire first year of the policy, for example
on a monthly basis, we will only receive commission as the customer pays. If the policy lapses prior to all of the premium being paid, we will not collect our full commission. We record a reserve for
this situation when revenue is recognized; however, during 2008 lapse rates were higher than the reserve anticipated. In total, these higher lapses reduced commission revenue by about $460,000.
Commission from health insurance decreased 10% in 2008, as we discontinued brokerage sales for health insurance during the first quarter of 2005, and are now outsourcing this business to third
parties. As a result, there were no new health insurance policies sold during 2008 or 2007. All of the commissions result from previously-sold policies that continue in force. Fees from
the sale of internet insurance leads decreased 38% to $2.7 million in 2008, compared to $4.3 million in 2007. This decrease results primarily from a decrease in the number of internet
leads being sold, which resulted primarily from a decrease in advertising. We also discontinued selling excess life insurance leads during 2008, in favor of having those leads pursued by our
in-house agents. We are expanding the number of agents in our in-house call center. As new agents mature and become more productive, we expect them to generate commission
revenue streams that will exceed the revenue that could have been generated from selling leads.

Expenses

Selling and Marketing.Selling and marketing expenses decreased $1.7 million, or 31%, in 2008 when compared with 2007, to a total
of
$3.9 million in 2008 compared to $5.7 million in 2007. We intentionally decreased our advertising spending in 2008 as we were generating more leads than were required for our growing
call center. As a result, selling and marketing expenses decreased to 25% of revenue, compared to 32% of revenue in 2007.

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Operations.Operations expenses increased by less than 1%, or $15,000, in 2008. The majority of this category consists of wages and
bonuses for the
agents in our call center, as well as for the support staff that processes and case manages the applications and delivered policies. These costs remained relatively flat from 2007 to 2008. Increases
in other categories, such as postage and license costs for new agents, were offset by a decrease in telephone charges that resulted from a one-time refund for overcharges from our prior
telecommunications carrier.

General and Administrative.General and administrative expenses increased 4%, or $127,000, in 2008 to a total of $3.4 million.
Most of the
increase resulted from higher fees for background and credit checks for new agents.

Depreciation and amortization.Depreciation and amortization increased less than 1%, or $2,000, in 2008 when compared to 2007.
Amortization costs
related to the life insurance renewals acquired in 2004 declines each year in anticipation of policy lapses that will result in steadily declining revenue from these renewal contracts. This decrease
was offset by higher depreciation charges on new computer equipment.

Interest Income

Interest income was $365,000 in 2008 compared to $442,000 in 2007. There was no interest expense in 2008 or 2007. Interest income
decreased due to lower interest rates in 2008, as well as a decrease in invested assets, which was caused by the purchase of treasury shares. The current low interest rate environment will likely
continue to negatively impact our interest income, as much of our income is derived from short term investments.

Income Taxes (Benefit)

We had no income tax benefit for 2008 and 2007 due to valuation allowances provided against net deferred tax assets as a result of the
uncertainty of the future utilization of our net operating loss carryforward assets.

Liquidity and Capital Resources

We currently expect that our cash and fixed maturity investments of approximately $9 million at December 31, 2008 will be
sufficient to meet our anticipated cash requirements for at least the next 12 months. The timing and amounts of our working capital expenditures are difficult to predict, and if they vary
materially, we may require additional financing. If we require additional equity financing, it may be dilutive to our stockholders and the equity securities issued in a subsequent offering may have
rights or privileges senior to our common stock. If debt financing is available, it may require additional restrictive covenants with respect to dividends, raising capital and other financial and
operational matters, which could impact or restrict our operations. If we cannot obtain adequate financing on acceptable terms, we may be required to reduce the scope of our marketing or operations,
which could harm our business, results of operations and our financial condition.

Our
sources of funds will consist primarily of commissions generated from the sale of life insurance products, fee revenue from the sale of insurance leads, investment income, and
maturity proceeds from our fixed maturity portfolio. The principal uses of funds are selling and marketing expenses, operations, general and administrative expenses, and acquisitions of furniture,
equipment and software.

Operating
activities provided cash of $93,000 in 2008, while cash used by operating activities was approximately $66,000 in 2007, as shown in our statements of cash flows included
elsewhere in this annual report. The improvement in operating cash flow in 2008, as compared to 2007, resulted primarily from a decrease in commissions receivable and an increase in current
liabilities. Commissions

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receivable
decreased due to an increase in the reserve for first year lapses, which was the result of higher lapses during 2008 than we experienced during 2007.

Cash
provided by investment activities was $600,000 in 2008 and $907,000 in 2007, and resulted from the proceeds of investment and certificate of deposit maturities, as well as the
proceeds of the sale of land and building in 2007, exceeding amounts reinvested and spent on fixed asset purchases. During 2007, fixed asset purchases totaled $874,000, which was significantly higher
than the $336,000 spent in 2008, and resulted primarily from investing in new computer hardware and software, both from life cycle replacements as well as the development of a new customer management
system.

Cash
used for financing activities in 2008 and 2007 totaled $1.8 million and $70,000, respectively, and consisted of the repurchase of shares of our common stock.

We
have no significant off-balance sheet arrangements.

Cash Flow Obligations

In the normal course of business, we enter into financing transactions, lease agreements, or other commitments. These commitments may
obligate us to certain cash flows during future periods. The following table summarizes such obligations as of December 31, 2008:

Payments due by PeriodContractual Obligations

Total

Less than
1 Year

1-3 Years

3-5 Years

More than
5 YearsLong-term debt obligations

$


$


$


$


$
Capital lease obligations














Operating lease obligations


1,584,328


256,772


644,229


683,327


Purchase obligations

















Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair
Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS
No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. In February of 2008, the FASB issued FASB Staff position 157-2 which
delays the effective date of SFAS 157 for non-financial assets and liabilities which are not measured at fair value on a recurring basis (at least annually) until fiscal years
beginning after November 15, 2008. In October 2008, FASB issued Staff Position No. SFAS 157-3, which clarifies the application of FASB SFAS No. 157 Fair Value
Measurements. Staff Position No. SFAS. 157-3 provides guidance in determining the fair value of a financial asset when the market for that financial asset is not active. The adoption of
SFAS 157 did not have a material effect on the financial statements.

In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations." SFAS 141(R) establishes principles and requirements for how the acquirer (a) recognizes
and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, (b) recognizes and measures the goodwill
acquired in the business combination or a gain from a bargain purchase, and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. This Statement will supersede SFAS 141, "Business Combinations", and applies prospectively to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The potential impact, if any, of adopting
SFAS 141 (R) on the Company's consolidated results of operations and financial condition will depend on future acquisition activity.

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In
December 2007, the FASB issued SFAS No. 160, "Non-Controlling Interests in Consolidated Financial Statements an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes new standards for the accounting for and reporting of non-controlling interests (formerly minority interests) and for the loss of control of partially owned and
consolidated subsidiaries. SFAS 160 does not change the criteria for consolidating a partially owned entity. SFAS 160 is effective for fiscal years beginning after December 15,
2008. The provisions of SFAS 160 will be applied prospectively upon adoption except for the presentation and disclosure requirements which will be applied retrospectively. The Company does not
expect the adoption of SFAS 160 will have a material impact on its consolidated financial statements.

ITEM 7A.    Quantitative and Qualitative Disclosures about Market Risk

The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without
significantly increasing risk. To achieve this objective, we maintain a portfolio of cash and equivalents and investments in a variety of marketable securities, including both government and corporate
obligations.

Substantially
all of our investments are subject to interest rate risk. We consider all of our investments as available-for-sale. There were net accumulated
unrealized losses on those investments totaling $51,234 at December 31, 2008. As of December 31, 2007, there were net accumulated unrealized gains of $3,014 on those investments.

We
did not hold any derivative financial instruments as of December 31, 2008, and have never held such instruments in the past. Additionally, all our transactions have been
denoted in U.S. currency and do not have any risk associated with foreign currency transactions.

Due
to the short term nature of our investments, a 1% increase in interest rates would not decrease the fair market value of our investments by a material amount.

ITEM 8.    Financial Statements and Supplementary Data

The financial statements are indexed in the Index to Financial Statements, which appear on Pages F-1 through
F-17 hereof, and are incorporated in this Item by reference thereto.

ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

Not applicable.

ITEM 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedure

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of
our disclosure controls and procedures as of December 31, 2008. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective as of December 31, 2008 in ensuring that all material information required to be filed in this annual report have been made known to them in a timely fashion.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting; as such term is
defined in Rule 13a-15(f) under the Act. Under the supervision and with the participation of our management, including the CEO and CFO, an evaluation was performed of the
effectiveness of our internal control over financial reporting. The evaluation was based on the

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framework
in "Internal ControlIntegrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). There are inherent limitations in the
effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls over financial reporting
can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control may vary over time. Based on the
evaluation under the framework in "Internal ControlIntegrated Framework" issued by COSO, our management concluded that our internal control over financial reporting was effective at the
reasonable assurance level as of December 31, 2008.

This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting, pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting

In the fourth fiscal quarter ended December 31, 2008, there had been no change in our internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.    Other Information

Not applicable

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PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance

The sections entitled "Management" and "Section 16(a) Beneficial Ownership Reporting Compliance" are incorporated herein by
reference from our proxy statement to be filed with the Securities and Exchange Commission in connection with our 2009 annual meeting of stockholders scheduled for May 14, 2009.

The
following table sets forth information regarding our executive officers and certain other key employees.

Name

Age

PositionRobert S. Bland


55

Chairman of the Board, President and Chief Executive OfficerWilliam V. Thoms


56

Executive Vice President , Chief Operating OfficerPhillip A. Perillo


59

Senior Vice President, Chief Financial OfficerRichard C. Claahsen


44

Vice President, Corporate Secretary


Robert S. Blandhas served as our Chairman of the Board, President and Chief Executive Officer since he founded Insure.com in 1984. From
1979 to 1984, Mr. Bland was president and sole stockholder of Security Funding Corporation, an insurance agency. In March 1984, Mr. Bland sold Security Funding Corporation in order to
raise capital to found Insure.com. Mr. Bland holds a B.S. in marketing from the University of Colorado.

William V. Thomshas served as our Executive Vice President since 1994. From 1988 to 1993, Mr. Thoms was responsible for our
operations and customer service departments. Mr. Thoms is a founding stockholder. Prior to joining us, Mr. Thoms was a sales manager for Western Dressing, Inc., a privately held
salad dressing manufacturing company, from 1972 to 1987.

Phillip A. Perillohas served as our Senior Vice President and Chief Financial Officer since May 2002. Mr. Perillo has over twenty
years of insurance industry experience, with companies such as the Zurich American Insurance Group and Marsh & McLennan. Mr. Perillo holds an MBA in Finance from DePaul University and a
B.S. in Accounting from the University of Illinois at Chicago, and is a Certified Public Accountant.

Richard C. Claahsenhas served as our Vice President and Corporate Secretary since May 1999. From June 1997 to May 1999,
Mr. Claahsen served as our director of regulatory affairs. From October 1996 to June 1997, he was a special agent with Northwestern Mutual Life Insurance Company. From 1993 to 1996,
Mr. Claahsen was a litigation paralegal at Templeton & Associates of Chicago, Illinois. In 1999, Mr. Claahsen received his Chartered Life Underwriter designation from The American
College of Bryn Mawr, Pennsylvania. Mr. Claahsen holds a B.A. and an M.A. in philosophy from the Catholic University of America and a J.D. from ITT Chicago Kent College of Law.

Code of Ethics

We have adopted a Code of Ethics which applies to all financial officers, including our Chief Executive Officer and our Chief Financial
Officer. We believe our Code of Ethics is compliant with Item 406 of SEC Regulation S-K and the Nasdaq listing standards. Any waivers of the Code of Ethics must be approved
by a committee of the Board of Directors comprised solely of independent directors. There have been no waivers to the Code of Ethics since its adoption.

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ITEM 11.    Executive Compensation

The sections entitled "Executive Compensation," excluding the Compensation Committee Report and the stock price performance graph,
"ManagementDirector Compensation" and "ManagementCompensation Committee Interlocks and Insider Participation" are incorporated herein by reference from our proxy statement to
be filed with the Securities and Exchange Commission in connection with our 2009 annual meeting of stockholders scheduled for May 14, 2009.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The section entitled "Principal Shareholders" is incorporated herein by reference from our proxy statement to be filed with the
Securities and Exchange Commission in connection with our 2009 annual meeting of stockholders scheduled for May 14, 2009.

The
following table sets forth the following information as of December 31, 2008: (i) the number of shares of our common stock to be issued upon the exercise of outstanding
options, warrants and rights, (ii) the weighted-average exercise price of such options, warrants and rights and (iii) the number of shares of our common stock remaining available for
future issuance under our equity compensation plans, other than the outstanding options, warrants and rights described above.

Equity Compensation Plan Information

Plan category

Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)

Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)Equity compensation plans approved by security holders


352,464

$
6.68


364,094Equity compensation plans not approved by security holders








Total


352,464

$
6.68


364,094


Please
see note 7 to the audited financial statements of Insure.com included elsewhere in this Annual Report on Form 10-K for a description of the material
features of the Insure.com, Inc. Stock Option Plans.

ITEM 13.    Certain Relationships and Related Transactions, and Director Independence

The section entitled "Certain Relationships and Related Transactions" is incorporated herein by reference from our proxy statement to
be filed with the Securities and Exchange Commission in connection with our 2009 annual meeting of stockholders scheduled for May 14, 2009.

ITEM 14.    Principal Accounting Fees and Services

Audit Fees

The aggregate fees for each of the last two fiscal years for professional services rendered by BDO Seidman LLP ("BDO"), our
registered independent public accounting firms for the audit of our annual financial statements and review of quarterly financial statements included in our Forms 10-Q were $181,500
in 2008 and $171,500 in 2007.

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Table of Contents

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by BDO that are reasonably related to
the performance of the audit or review of our financial statements and are not reported above under the caption "Audit Fees" were $0 in 2008 and $0 in 2007.

Tax Fees

For the last two years, there were no fees billed for professional services rendered by BDO for tax compliance, tax advice and tax
planning.

All Other Fees

The aggregate fees billed in each of the last two fiscal years for products and services provided by BDO, other than the services
reported above, were $0 in 2008 and $0 in 2007.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax services, and other services
performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit
services. Unless the specific service has been pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to
perform it. The Audit Committee has delegated to the Chair of the Audit Committee the authority to approve permitted services provided that the Chair reports any decisions to the Committee at its next
scheduled meeting.

All
of the above services for 2008 were approved in advance by our Audit Committee, as required by the Audit Committee Charter.

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PART IV

ITEM 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K:

The
financial statements, which appear on Pages F-1 through F-16 hereof, are indexed in the Index to Financial Statements and are incorporated herein by
reference in this Item by reference thereto.



No
schedules are required due to the absence of conditions under which they are required or because the required information is provided in the financial statements or notes thereto.



The
following management contracts or compensatory plans or arrangements are listed as exhibits to this annual report.



See
Exhibits Index (immediately following the signature pages).

All
required schedules are included.

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INSURE.COM, INC.    INDEX TO FINANCIAL STATEMENTS



PageAudited Financial StatementsReport of Independent Registered Public Accounting Firm

F-2Balance Sheets as of December 31, 2008 and 2007

F-3Statements of Operations for the Years Ended December 31, 2008 and 2007

F-4Statements of Stockholders' Equity for the Years Ended December 31, 2008 and 2007

F-5Statements of Cash Flows for the Years Ended December 31, 2008 and 2007

F-6Notes to Financial Statements

F-7


F-1

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Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board
of Directors and Stockholders
Insure.com
Darien, Illinois

We
have audited the accompanying balance sheets of Insure.com as of December 31, 2008 and 2007,and the related statements of operations, stockholders' equity and cash flows for
the years ended December 31, 2008 and 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Insure.com at December 31, 2008 and 2007, and the
results of its operations and its cash flows for the years ended December 31, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.

/s/
BDO SEIDMAN, LLP

Chicago,
Illinois
March 5, 2009

F-2

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Table of Contents



INSURE.COM, INC.        BALANCE SHEETS

December 31,2008

2007ASSETSCash and equivalents

$
927,308

$
2,072,117Certificates of deposit


3,446,000


Fixed maturity investmentsavailable for sale at fair value (Note 3)


2,159,985


8,941,110Commissions receivable, less allowances (2008$605,000; 2007$395,000)


2,902,394


3,262,988Other assets


484,860


351,868Total current assets


9,920,547


14,628,083Fixed maturity investmentsavailable for sale at fair value


2,448,155


Furniture, equipment and computer software at cost, less accumulated depreciation (2008$4,049,000; 2007$3,853,000)


1,270,225


1,162,620Intangible assets at cost, less accumulated amortization (2008$2,563,000; 2007$2,096,000) (Note 2)


1,563,093


2,030,796Goodwill (Notes 2 and 5)


3,117,470


3,117,470Total Assets

$
18,319,490

$
20,938,969LIABILITIES AND STOCKHOLDERS' EQUITYAccounts payable and accrued liabilitiescurrent

$
1,957,437

$
1,695,113Total Liabilities


1,957,437


1,695,113Stockholders' equity (Notes 6 and 7)Preferred stock, $.001 par value; shares authorized: 5,000,000; shares issued and outstanding: 0





Common stock, $.003 par value; shares authorized: 60,000,000; shares issued: 9,691,276; shares outstanding: 20086,773,058,
20077,283,110


29,074


29,074Additional paid in capital


77,154,879


77,145,919Accumulated deficit


(54,977,694
)

(53,979,154
)Treasury stock at cost: 20082,918,218 shares; 20072,408,166 shares


(5,792,972
)

(3,954,997
)Accumulated other comprehensive income (loss)


(51,234
)

3,014Total stockholders' equity


16,362,053


19,243,856Total liabilities and stockholders equity

$
18,319,490

$
20,938,969


See
accompanying notes.

F-3

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Table of Contents



INSURE.COM, INC.        STATEMENTS OF OPERATIONS

Year Ended December 31,2008

2007Revenues:Commissions and fees

$
15,667,325

$
18,019,870Expenses:Selling and marketing (Note 2)


3,942,349


5,687,390Operations (Note 7)


8,874,696


8,859,655General and administrative (Note 7)


3,431,956


3,305,311Depreciation


317,850


275,164Amortization


467,703


508,768Total expenses


17,034,554


18,636,288Operating loss


(1,367,229
)

(616,418
)Interest income


364,541


441,777Net realized gain on sale of securities


4,148


Loss before income taxes


(998,540
)

(174,641
)Income tax benefit (Note 4)





Net loss

$
(998,540
)
$
(174,641
)Net loss per common share, basic and diluted

$
(0.14
)
$
(0.02
)Weighted average common shares and equivalents outstanding, basic and diluted


7,012,458


7,294,441


See
accompanying notes.

F-4

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Table of Contents



INSURE.COM, INC.        STATEMENTS OF STOCKHOLDERS' EQUITY

Common StockAccumulated
Other
Comprehensive
Income (Loss)Number of
Shares
Issued

Par
Value

Additional
Paid-in
Capital

Accumulated
Deficit

Treasury
Stock

Total
Stockholders'
Equity2007:Balance at January 1


9,688,709

$
29,066

$
77,060,144

$
(53,804,513
)
$
(3,877,613
)
$
(83,538
)
$
19,323,546Net loss











(174,641
)







(174,641
)Other comprehensive gainnet unrealized gain on investments

















86,552


86,552Total comprehensive loss




















(88,089
)Proceeds of sale of common stockexercise of stock options


2,567


8


7,519











7,527Stock option compensation








78,256











78,256Purchase of 20,026 shares of treasury stock














(77,384
)




(77,384
)Balance at December 31


9,691,276


29,074


77,145,919


(53,979,154
)

(3,954,997
)

3,014


19,243,8562008:Net loss











(998,540
)







(998,540
)Other comprehensive lossnetunrealized loss on investments

















(54,248
)

(54,248
)Total comprehensive loss




















(1,052,788
)Stock option compensation








8,960











8,960Purchase of 510,052 shares of treasury stock














(1,837,975
)




(1,837,975
)Balance at December 31, 2008


9,691,276


29,074


77,154,879


(54,977,694
)

(5,792,972
)

(51,234
)

16,362,053


See accompanying notes.

F-5

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Table of Contents



INSURE.COM, INC.        STATEMENTS OF CASH FLOWS

Year Ended December 31,2008

2007Cash flows from operating activities:Net Loss

$
(998,540
)
$
(174,641
)Adjustments to reconcile to net cash provided (used) by operating activities:Depreciation expense


317,850


275,164Amortization of intangible assets


467,703


508,768Amortization of investments


(99,066
)

(247,243
)Accounts payable and accrued liabilities


172,813


118,125Stock option expense


8,960


78,256Commissions receivable


360,594


(663,468
)Other


(137,140
)

39,495Net cash provided (used) by operating activities


93,174


(65,544
)Cash flows from investing activities:Purchase of investments


(6,666,064
)

(11,216,782
)Purchase of certificates of deposit


(4,714,000
)Proceeds of investment maturities


11,048,000


9,550,000Proceeds of certificates of deposit maturities


1,268,000Proceeds from sale of land and building





3,448,519Purchase of furniture, equipment and computer software


(335,944
)

(874,462
)Net cash provided by investing activities


599,992


907,275Cash flows from financing activities:Proceeds from issuance of common stock





7,527Purchase of treasury stock


(1,837,975
)

(77,384
)Net cash used by financing activities


(1,837,975
)

(69,857
)Net increase (decrease) in cash and cash equivalents


(1,144,809
)

771,874Cash and equivalents at beginning of period


2,072,117


1,300,243Cash and equivalents at end of period

$
927,308

$
2,072,117


See
accompanying notes.

F-6

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Table of Contents

INSURE.COM, INC.        NOTES TO FINANCIAL STATEMENTS

1. Description of Business

Insure.com, Inc. (the Company) is an insurance agency and brokerage. Since its inception in 1984, the Company has been continuously developing a proprietary and comprehensive
insurance price comparison and order-entry system that provides instant quotes from about 30 life insurance companies for term life insurance products. The Company uses this database to provide
customers with a large array of comparative life insurance quotes online, over the phone or by mail, and allows the customer to purchase insurance from the insurance company of their choice either
online or over the phone with the Company's licensed insurance customer service staff. The Company's website also provides insurance information and decision-making tools, along with access to other
forms of personal insurance, such as auto, health, homeowners, renters, long-term care and travel insurance through various third party web sites and other sources. The Company generates
revenues from the receipt of commissions and fees paid by various sources, that are tied directly to the volume of insurance sales or traffic that is produced. The Company conducts its insurance
agency and brokerage operations using salaried personnel and generates prospective customer interest using traditional direct response advertising methods conducted primarily offline.

In
the period covered in the accompanying financial statements, the Company's primary revenue source has been commissions derived from the sale of individual term life insurance.
Applications are underwritten and commissions are received from numerous life insurance companies. Revenues from one of these companies have exceeded ten percent of the Company's total revenues. In
2008 and 2007, one life insurance company accounted for $3.1 million and $2.2 million of our revenues, respectively. The Company's business represents one reporting segment.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change, as more information becomes known,
which could impact the amounts reported and disclosed herein.

Revenue Recognition

The Company recognizes annual first year commissions for life insurance business as revenues when the policy has been approved by the
underwriter and an initial premium payment (which may be annual, semi-annual, quarterly, or monthly) has been made by the customer. An allowance is provided for estimated commissions that
will not be received due to the nonpayment of installment first year premiums.

Revenues
on all other lines of business, as well as for renewal and bonus commissions and other revenues, are recognized when earned.

Advertising Costs

Selling and marketing expenses in the accompanying financial statements are comprised of advertising costs. The costs of producing
advertising are expensed in the first period that the advertising takes place. The costs of communicating the advertising are expensed in the period the advertising is communicated.

F-7

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Investments

The Company classifies its fixed maturity investments as available-for-sale and, accordingly, such investments
are carried at fair value. The cost of fixed maturity investments is adjusted for amortization of premiums and discounts and for declines in value that are other than temporary. Temporary changes in
the fair values of investments are reflected directly in stockholders' equity as accumulated other comprehensive income or loss net of income taxes with no effect on net income or loss. Realized gains
or losses are calculated using the specific identification method.

Cash and Equivalents

Money market investments are included as part of cash and equivalents.

Furniture, Equipment, and Computer Software

Furniture, equipment, and capitalized application development costs of internal-use computer software are depreciated over
useful lives of three to five years
using principally the straight-line method of depreciation. Repair and maintenance costs are charged to expense as incurred.

Intangible Assets

As a result of the 2004 acquisition of selected assets of Life Quotes, Inc., the Company prepared an allocation of the cost of
the acquisition to the assets acquired.

Intangible
assets acquired in 2004 in the acquisition of certain assets of Life Quotes, Inc., consist of the following:

Intangible Asset
Balance

Estimated
Useful Life

Amortization
MethodInsurance contract renewals

$
3,538,000

10 years

AcceleratedNon-compete agreement


589,000

6 years

Straight lineTotal

$
4,127,000


The
fair value of insurance contract renewals was estimated based on the actual policies in force as of the acquisition date, and the renewal commission rates paid by each insurance
carrier. These commissions were estimated to have a useful life of ten years, based on the terms of the contracts with the insurance carriers, and an annual lapse rate was applied to the expected
renewals for each carrier based on historical trends. Amortization is on an accelerated basis, as renewal commissions will decline each year due to lapses. The ultimate realization of the value of the
contract renewals is dependant on a number of factors, including actual lapse ratios, which can be affected by factors not under our control, such as death rates and the pricing level of insurance
policies that could be purchased to replace the policies in the renewal stream. As a result, the actual amount realized from the contract renewals acquired may differ significantly from the amount
recorded in the financial statements, causing impairment. The Company compares the actual amount of commissions received with the amounts that were estimated in order to determine whether there is an
impairment of the remaining asset. As of December 31, 2008, there was no impairment of the insurance contract renewals asset.

F-8

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Amortization
expense from these intangible assets totaled $468,000 in 2008 and $509,000 in 2007, and is expected to total $431,000 in 2009, $332,000 in 2010, $269,000 in 2011 and $242,000 in 2012.

Goodwill

The Company recorded goodwill in the amount of $6.9 million in connection with its May 2004 acquisition of certain assets of
Life Quotes, Inc. While goodwill is not amortized, FAS 142 requires that it be subject to periodic reviews for impairment (at least annually, or more frequently if impairment indicators
arise) using a two step process. Such impairment reviews are performed at the entity level, as the Company has one reporting unit. The first step of the goodwill impairment test is used to identify
potential impairment by comparing the fair value of the Company with its carrying amount, including goodwill. The fair value of the Company is determined using a combination of a market valuation
based on a comparison with similar public companies (guideline company method), and a discounted cash flow analysis, which includes making various judgmental assumptions, including assumptions about
future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on the Company's budget and long range plans. Discount rate assumptions are based
on an assessment of risk inherent in the Company. If the calculated fair value of the Company exceeds its carrying amount, goodwill is considered not impaired and the second step of the impairment
test is unnecessary. If the carrying amount of the
entity exceeds the calculated fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test
compares the implied fair value of the Company's goodwill with the carrying amount of that goodwill. If the carrying amount exceeds the implied fair value of the goodwill, an impairment loss is
recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair
value of the Company is allocated to all of the assets and liabilities of the Company (including any unrecognized intangible assets) as if the Company had been acquired in a business combination and
the fair value of the Company was the purchase price paid to acquire the Company.

Treasury Stock

The cost of reacquiring the Company's common stock is reported as a separate component of stockholders' equity.

Income Taxes

Deferred income taxes are determined based on the temporary differences between financial reporting and tax bases of assets and
liabilities and the effect of net operating loss carryforwards, and are measured using enacted tax rates. The Company records a valuation allowance to reduce the deferred income tax assets to the
amount that is more likely than not to be realized.

Non-operating Income and Expense

In 2008, the Company realized gains of $4,148 on fixed maturity investments that were called before their due date. There were no
realized gains or losses in 2007.

F-9

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Net Loss Per Share

Basic and diluted net loss per share reflects net loss divided by the weighted average number of common shares outstanding. Diluted net
loss per share does not include the effect of common share equivalents because the effect would be antidilutive. At December 31, 2008 and 2007, there were a total of 402,464 and 448,640 common
share equivalents outstanding.

Other Comprehensive Income or Loss

Comprehensive loss includes net loss and unrealized gain or loss on investments, as follows:

Years ended
December 31,2008

2007Unrealized gain (loss) on investments

$
(50,100
)
$
86,552Less: Reclassification adjustment for realized gains included in income


(4,148
)

Other comprehensive income (loss)

$
(54,248
)
$
86,552


The
specific identification method was used for calculating gains or losses on securities reclassified.

Stock Options

Effective January 1, 2006, the Company began accounting for stock option grants in accordance with Statement of Financial
Accounting Standards No. 123 (revised 2004),Share-Based Payment(Statement 123 (R)), which requires the recognition of compensation expense for
all stock options granted to employees including options where the exercise price is equal to or greater than the market price at the date of the grant. During the years ended December 31, 2008
and 2007, the Company recorded compensation expense related to stock options in its income statement in the amount of $9,000 and $78,000, respectively, with no related income tax benefit recognized.
No income tax benefit was recognized in the income statement for this expense. Unrecognized compensation expense related to stock options totaled $1,000 as of December 31, 2008. Expense was
calculated using the Black-Scholes options pricing model. Due to a lack of historical information, the expected term is based on the midpoint between the vesting term and contract term. The volatility
assumption is based on historical information.

The
Company implemented Statement 123 (R) using the "modified prospective" method in which compensation cost is recognized beginning with the effective date (a) based on
the requirements of Statement 123 (R) for all share-based payments granted after the effective date and (b) based on the requirements of Statement 123 for all awards granted to employees
prior to the effective date of Statement 123 (R) that remain unvested on the effective date.

Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair
Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. SFAS
No. 157 is effective

F-10

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

for
financial statements issued for fiscal years beginning after November 15, 2007. In February of 2008, the FASB issued FASB Staff position 157-2 which delays the effective date of
SFAS 157 for non-financial assets and liabilities which are not measured at fair value on a recurring basis (at least annually) until fiscal years beginning after
November 15, 2008. In October 2008, FASB issued Staff Position No. SFAS 157-3, which clarifies the application of FASB SFAS No. 157 Fair Value Measurements. Staff
Position No. SFAS. 157-3 provides guidance in determining the fair value of a financial asset when the market for that financial asset is not active. The adoption of SFAS 157 did
not have a material effect on the financial statements.

In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations." SFAS 141(R) establishes principles and requirements for how the acquirer (a) recognizes
and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, (b) recognizes and measures the goodwill
acquired in the business combination or a gain from a bargain purchase, and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and
financial effects of the business combination. This Statement will supersede SFAS 141, "Business Combinations", and applies prospectively to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The potential impact, if any, of adopting
SFAS 141 (R) on the Company's consolidated results of operations and financial condition will depend on future acquisition activity.

In
December 2007, the FASB issued SFAS No. 160, "Non-Controlling Interests in Consolidated Financial Statements an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes new standards for the accounting for and reporting of non-controlling interests (formerly minority interests) and for the loss of control of partially owned and
consolidated subsidiaries. SFAS 160 does not change the criteria for consolidating a partially owned entity. SFAS 160 is effective for fiscal years beginning after December 15,
2008. The provisions of SFAS 160 will be applied prospectively upon adoption except for the presentation and disclosure requirements which will be applied retrospectively. The Company does not
expect the adoption of SFAS 160 will have a material impact on its consolidated financial statements.

F-11

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

3. Investments

Investments are classified as available-for-sale securities and are reported at fair value, as follows:

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
ValueDecember 31, 2008:U.S. Government agency bonds

$
1,648,251

$
9,774

$


$
1,658,025Corporate bonds and commercial paper


3,011,123





61,008


2,950,115Total

$
4,659,374

$
9,774

$
61,008

$
4,608,140December 31, 2007:U.S. Government agency bonds

$
6,934,382

$
20,108

$
1,175

$
6,953,315Corporate bonds and commercial paper


2,003,714





15,919


1,987,795Total

$
8,938,096

$
20,108

$
17,094

$
8,941,110


As
of December 31, 2008, investment maturities are as follows:

Amortized
Cost

Fair
ValueDue in one year or less


2,151,480


2,159,985Due in 1-2 years


2,507,894


2,448,155


The
Company's fixed maturity investment portfolio is sensitive to interest rate fluctuations, which impact the fair value of individual securities. Unrealized losses reported above were
generally caused by
the effect of a rising interest rate environment on certain securities with stated interest rates currently below market rates. The Company has the ability and the intent to hold these securities
until their full cost can be recovered. Therefore, the Company does not believe the unrealized losses represent an other-than-temporary impairment as of December 31,
2008.

The
Company's assets and liabilities recorded at fair value are categorized based upon a fair value hierarchy in accordance with Statement of Financial Accounting Standards ("SFAS")
No. 157, "Fair Value Measurements"("SFAS 157"). The fair value hierarchy ranks the quality and reliability of the information used to
determine fair value. The levels of the fair value hierarchy are described below:

Level 1:    Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted
assets or liabilities.Level 2:    Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that
are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.Level 3:    Inputs that are both significant to the fair value measurement and unobservable.


F-12

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

3. Investments (Continued)

Assets
and liabilities measured at fair value are based on one or more of the valuation techniques noted in SFAS 157. The valuation techniques are described below.

Market approach:    The market approach uses prices and other relevant information generated by market
transactions involving identical or comparable assets or liabilities.Cost approach:    The cost approach is based on the amount that currently would be
required to replace the service capacity of an asset (current replacement cost).Income approach:    The income approach uses valuation techniques to convert sp future
amounts to a single present amount.


The
fair value of certain of the Company's financial instruments, including Cash and cash equivalents, Certificates of deposit, Accounts receivable, and Accounts payable, approximates
the carrying value due to the relatively short maturity of such instruments. The following table presents information about the Company's assets measured at fair value on a recurring basis as of
December 31, 2008, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Assets at Fair Value as of December 31, 2008

Level 1

Level 2

Level 3

TotalU.S. Government agency bonds

$
1,658,025

$


$


$
1,658,025Corporate bonds and commercial paper

$
2,950,115

$


$


$
2,950,115Total

$
4,608,140

$


$


$
4,608,140


4. Income Taxes

A reconciliation of income taxes (benefit) based on the federal tax rate to amounts reported in the statements of operations is as follows:

Years Ended
December 31,2008

2007Pre-tax loss times federal rate

$
(340,000
)
$
(60,000
)State income tax credit


(48,000
)

(8,000
)Increase in valuation allowance


426,000


23,000Other


(38,000
)

45,000Income tax benefit

$


$



Deferred
income taxes reflect the net tax effect of temporary differences between the amounts of assets and liabilities for financial reporting purposes and the amounts used for income
tax purposes and the effect of net operating loss carryforwards.

F-13

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

4. Income Taxes (Continued)

Significant components of the Company's deferred tax assets and liabilities are as follows

December 31,2008

2007Deferred tax liabilities

$


$
Deferred tax assets:Net operating loss carryforwards


19,035,000


18,654,000Capital loss carryforward


16,000


18,000Depreciation and amortization


1,657,000


1,774,000Other


516,000


352,000Total gross deferred tax assets


21,224,000


20,798,000Valuation allowance


(21,224,000
)

(20,798,000
)Net deferred tax assets





Net deferred tax amounts

$


$



As
of December 31, 2008, the Company had net operating loss carryforwards of approximately $49,000,000 available to offset future taxable income, which expire in 2009 to 2028.
There were no income taxes paid or recovered in 2007 or 2008. The Company had capital loss carryforwards of approximately $42,000 to offset future capital gain income, which expire in 2009 through
2011.

5. Goodwill

As discussed in Note 2, the Company reviews goodwill for impairment annually and whenever events or changes in business circumstances indicate that the carrying value of the
assets may not be recoverable. Under those circumstances, if the fair value were less than the carrying amount of the entity, further analysis would be required to determine whether or not a loss
would need to be charged against current period earnings. There were no indicators of impairment in either 2008 or 2007. Based on our annual impairment testing for the years ended December 31,
2008 and 2007, it was concluded there was no impairment of goodwill as the calculated fair value of the reporting unit exceeded the carrying value by approximately 8%. The determination of the fair
value of the reporting unit is based on a combination of a market calculation based on a comparison with similar public companies (guideline company method) and a discounted cash flow analysis, which
includes making various judgmental assumptions, including assumptions about future cash flows, growth rates and discount rates. The use of different assumptions could produce different results. If the
Company is unable to achieve the anticipated projected operating results utilized in the discounted cash flow analysis, there may be future goodwill impairment.

6. Stockholders' Equity

Treasury Stock

As of December 31, 2008, the Company is authorized to repurchase 487,000 additional shares of its common stock. The Company
repurchased 510,052 and 20,026 common shares in 2008 and 2007 for $1,837,975 and $77,384, respectively.

F-14

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

6. Stockholders' Equity (Continued)

Employee Stock Purchase Plan

The Company has a plan under which employees could purchase shares of the Company's common stock through payroll deductions of up to
10% of each employee's compensation. Shares may be purchased at 85% of the lower of the fair value of the common stock on the first or the last day of each six-month offering period. The
Company reserved 83,333 shares for purchase under the plan, of which 63,929 were available at December 31, 2008. However, this plan is currently inactive.

Preferred Stock

The Company has 5,000,000 authorized shares of $0.001 par value preferred stock. No shares have been issued.

Stockholder Rights Plan

One preferred stock purchase right is outstanding for each outstanding share of the Company's common stock, and the Company intends to
issue those rights along with future issuances of common shares. The rights become exercisable only if a person or group acquires or
announces the intent to acquire 15% or more of the Company's common stock. Prior to the rights becoming exercisable, the Company may redeem the rights for $0.03 per right. If the rights become
exercisable, the Company may exchange each right for one share of common stock providing that 50% of the Company has not been acquired. The rights expire in 2009.

If
the rights become exercisable and they have not been exchanged, holders of each right, other than the acquiring person or group, would be entitled to acquire three hundredths of a
share of the Company's preferred stock at an exercise price equal to five times the initial offering price of the Company's common stock. If issued, each preferred share would entitle the holder to
cumulative quarterly dividends of the greater of $1.00 per share or 33.3 times the common share dividends. The preferred shareholders would receive 33 votes per share and have a liquidation preference
of $0.333 per share over the common shares.

In
lieu of purchasing preferred shares, holders of each right, other than the acquiring person or group, on payment of the exercise price, would be entitled to acquire the number of
shares of the Company's common stock or other assets with a value of two times the exercise price. In addition, if 50% of the Company is acquired, the holders of each right would be entitled to
acquire the number of shares of the acquiring company's common stock having a value of two times the exercise price.

Investor Rights Agreement

Zions Bancorporation (Zions) acquired 2.4 million shares of the Company's common stock during 2004. In connection with that
transaction, the Company and Zions signed an Investor Rights Agreement which provides that, as long as Zions continues to hold 40% of the shares issued to them, Zions has the right to nominate or
appoint one member of the Company's Board of Directors. Additionally, certain transactions would require the approval of 75% of our directors, including the merger with, or acquisition of another
company, the sale of business or assets in excess of $1 million, incurring debt in excess of $2.5 million, declaring dividends or issuing additional capital stock.

F-15

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

7. Stock Options

The Company has established the 1997 Stock Option Plan and the 2004 Non-Qualified Stock Option Plan, (the Plans), to provide additional incentives to our employees, officers,
and directors. The Company believes that such awards better align the interests of its employees with those of its shareholders. Under the Plans, an aggregate of 800,000 shares of Insure.com common
stock may be granted to participants in the plan. Option awards are generally granted with an exercise price equal to the market price of the Company's stock at the date of the grant. Options granted
under the plans vest over periods ranging from one to three years, and expire if not exercised within ten years. As of December 31, 2008, there were options outstanding on 352,464 shares of
stock under these plans.

The
fair value of each option is estimated on the date of the grant using the Black-Scholes model with the assumptions noted in the table below. In order to calculate stock option
compensation expense in 2008 and 2007, the estimated fair values of the option grants are amortized to expense over the options' vesting period.

Years Ended
December 31,2008

2007Dividend yield





0.0
%Risk-free interest rate





4.7
%Volatility





37.1
%Expected life (years)





5.5


There
were no stock options granted during 2008, and no options were granted below the estimated fair value of the Company's common stock in 2007.

In
connection with the 2001 acquisition of selected assets of Insurance News Network, LLC, the Company issued options to acquire 50,000 shares of its common of stock at a price of
$2.00 per share. These options remain outstanding as of December 31, 2008.

F-16

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

7. Stock Options (Continued)

A
summary of options activity as of December 31, 2008, and changes during the two years then ended is presented below:

Shares
Under
Option

Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Term (Years)

Aggregate
Intrinsic
ValueBalance, January 1, 2007


430,561

$
6.22


6.0

$
267,599Granted


50,000


4.38Exercised


(2,567
)

2.93Forfeited


(29,334
)

6.00Balance, December 31, 2007


448,660

$
6.02


5.6

$
289,775Granted


Exercised


Forfeited


(46,196
)

5.39Balance, December 31, 2008


402,464

$
5.97


4.7

$
41,450Exercisable as of December 31, 2008


400,797

$
6.11


4.7

$
41,450Exercisable as of December 31, 2007


418,660

$
6.15


5.4

$
286,075


The
weighted average fair value per share of options granted were as follows:

2008

2007

$
1.86


The
total intrinsic value of options exercised during the year ended December 31, 2007 was $3,282. There were no options exercised during the year ended December 31, 2008.

A
summary of the status of the Company's non-vested options as of December 31, 2008, and changes during the year then ended, is presented below:

Shares
Under
Option

Weighted-Average
Grant-Date
Fair ValueNon-vested at January 1, 2008


30,000

$
1.49Granted





Vested


(3,333
)

2.33Forfeited


(25,000
)

1.39Non-vested at December 31, 2008


1,667


1.20


As
of December 31, 2008, there was $1,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plans. That cost is
expected to be recognized over a weighted-average period of one year. The total fair value of shares vested during the years ended December 31, 2008 and 2007 was $8,000 and $251,000,
respectively.

F-17

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Table of Contents

INSURE.COM, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

8. Commitments and Contingencies

As of December 31, 2008, the Company leases office space in Darien, IL under an operating lease agreement in which the Company is committed to rent expense of approximately
$290,000 in 2009, 2010, 2011, 2012 and 2013. Estimated future minimum lease payments required under the lease are $257,000 in 2009, $317,000 in 2010, $327,000 in 2011, $337,000 in 2012 and $347,000 in
2013. The difference between the expense recognized and payments required results in a liability for deferred rent.

Rent
expense was $249,000 in 2008 and $237,000 in 2007.

The
Company has employment agreements with two of its executives under which the Company would be required to pay severance of one to two years of annual salary to terminate those
agreements. The Company has an employment agreement with one additional executive under which the Company would be required to pay severance of one year of annual salary in the event of a change in
control.

The
Company is subject to legal proceedings and claims in the ordinary course of business. The Company is not aware of any legal proceedings or claims that are believed to have a
material effect on the Company's financial position.

F-18

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 5, 2009.

INSURE.COM, INC.

By:

/s/ ROBERT S. BLAND Robert S. Bland, Chairman, President and Chief Executive Officer/s/ WILLIAM V. THOMS William V. Thoms, Executive Vice President, Chief Operating Officer, and Director/s/ PHILLIP A. PERILLO Phillip A. Perillo, Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)/s/ BRUCE J. RUEBEN Bruce J. Rueben, Director/s/ TIMOTHY F. SHANNON Timothy F. Shannon, Director/s/ JEREMIAH A. DENTON, JR. Jeremiah A. Denton, Jr., Director/s/ RICHARD F. GRETSCH Richard F. Gretsch, Director/s/ JOHN B. HOPKINS John B. Hopkins, Director


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Table of Contents

EXHIBITS

FORM 10-K  INDEX TO EXHIBITS

| |        |   |                                                                                                                                                       
| | ------ | - | ------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3.1    |  | Restated Certificate of Incorporation of Company.                                                                                                     
| | 3.2    |  | Amended and Restated By-Laws of the Company.                                                                                                          
| | 4.3    |  | Form of Rights Agreement.                                                                                                                             
| | 4.3(a) |  | Certificate of Designation, Preferences and Rights.                                                                                                   
| | 10.1   |  | Quotesmith.com 1997 Stock Option Plan (as amended and restated March 29, 1999) of Registrant                                                          
| | 10.2   |  | Quotesmith.com 1999 Employee Stock Purchase Plan.                                                                                                     
| | 10.3   |  | Employment Agreement between the Company and Robert S. Bland.                                                                                         
| | 10.4   |  | Employment Agreement between the Company and William V. Thoms.                                                                                        
| | 10.5   |   | Employment Agreement between the Company and Phillip A. Perillo (filed herewith).                                                                     
| | 10.6   |  | Form of Director Indemnification Agreement.                                                                                                           
| | 10.7   |  | Lease dated as of August 1994, between the Company and LaSalle National Trust N.A.                                                                    
| | 10.8   |  | Lease Amendment Agreement dated as of November 1995, between the Company and LaSalle National Trust N.A.                                              
| | 10.9   |  | Lease Amendment Agreement as of September 1997, between the Company and LaSalle National Trust N.A.                                                   
| | 10.10  |  | Lease Amendment Agreement dated as of July 1998, between the Company and LaSalle National Trust N.A..                                                 
| | 10.11  |  | Services Agreement, dated as of September 9, 1998, by and between the Company and Intuit Insurance Services, Inc.                                     
| | 10.12  |  | Investor Rights Agreement, dated February 10, 1999, between the Company and Intuit Inc.                                                               
| | 10.13  |   | Investor Rights Agreement, dated as of March 1, 2004, between the Company, Zions Bancorporation, Robert S. Bland and William V. Thoms (filed herewith)
| | 10.14  |   | Quotesmith.com, Inc. 2004 Non-Qualified Stock Option Plan (filed herewith)                                                                            
| | 21.0   |   | Subsidiaries of the Company                                                                                                                           
| | 23.1   |   | Consent of BDO Seidman LLP (filed herewith)                                                                                                           
| | 31.1   |   | Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act                                                           
| | 31.2   |   | Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act                                                           
| | 32.1   |   | Certification of Chief Executive Officer, Pursuant to Section 1350 of Title 18 of the United States Code                                              
| | 32.2   |   | Certification of Chief Financial Officer, Pursuant to Section 1350 of Title 18 of the United States Code                                              
| | 99.1   |   | Code of Ethics (filed herewith)                                                                                                                       

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