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                                                                   EXHIBIT 10.5

                               CHANNELPOINT, INC.
                        EXECUTIVE SEVERANCE BENEFIT PLAN


SECTION 1. INTRODUCTION

         The ChannelPoint, Inc. Executive Severance Benefit Plan (the "Plan")
is designed to provide separation pay and benefits to certain eligible
employees of the Company whose employment is involuntarily terminated without
cause or voluntarily terminated for good reason. This document constitutes the
written instrument under which the Plan is maintained and supersedes any prior
plan or practice of the Company that provides severance benefits to eligible
employees. The Plan was approved by the Board of Directors of the Company
effective October 23, 1998 and amended effective January 28, 1999.

SECTION 2. DEFINITIONS

         For purposes of this Plan, the following terms shall have the meanings
set forth below:

         (a) "BASE SALARY" means your annual base salary (i) as in effect on
the effective date of a Change in Control, or as increased thereafter; or (ii)
in the event that you are terminated prior to a Change in Control, as in effect
during the regularly scheduled payroll date immediately prior to your
termination.

         (b) "BOARD" means the Board of Directors of the Company.

         (c) "CAUSE" means that, in the reasonable determination of the
Company, (i) you have committed an act that materially injures the business of
the Company; (ii) you have refused or failed to follow lawful and reasonable
directions of the Board or the appropriate individual to whom you report; (iii)
you have willfully or habitually neglected your duties for the Company; or (iv)
you have been convicted of a felony involving moral turpitude that is likely to
inflict or has inflicted material injury on the business of the Company.
Notwithstanding the foregoing, Cause based on the conduct described in clause
(ii) or clause (iii) shall not exist unless the conduct described in such
clause has not been cured within fifteen (15) days following your receipt of
written notice from the Company or the Board, as the case may be, specifying
the particulars of your conduct constituting Cause.

         (d) "CHANGE IN CONTROL" means (i) a sale of substantially all of the
assets of the Company; (ii) a merger or consolidation in which the Company is
not the surviving corporation (other than a merger or consolidation in which
stockholders immediately before the merger or consolidation have, immediately
after the merger or consolidation, greater stock voting power); (iii) a reverse
merger in which the Company is the surviving corporation but the shares of the
Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise (other than a reverse merger in which
stockholders immediately before the merger have,



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immediately after the merger, greater stock voting power); or (iv) any
transaction or series of related transactions in which in excess of 50% of the
Company's voting power is transferred.

         (e) "COMPANY" means ChannelPoint, Inc., or following a Change in
Control, the surviving entity resulting from such transaction.

         (f) "INVOLUNTARY TERMINATION WITHOUT CAUSE" means your dismissal or
discharge by the Company (or, if applicable, by any successor entity) for a
reason other than Cause. The termination of your employment will not be deemed
to be an "Involuntary Termination Without Cause" if your termination occurs as
a result of your death or disability.

         (g) "VOLUNTARY TERMINATION FOR GOOD REASON" means that you voluntarily
terminate your employment with the Company after any of the following are
undertaken by the Company without your express written consent:

              (i) the assignment to you of any duties or responsibilities which
result in a substantial diminution in your position or function (but not merely
a change in title or reporting relationships) as in effect immediately prior to
the effective date of the Change in Control;

              (ii) a five percent (5%) or greater reduction by the Company in
your annual base salary as in effect immediately prior to the effective date of
the Change in Control or as increased thereafter;

              (iii) any failure by the Company to continue in effect any benefit
plan or program, including incentive plans or plans with respect to the receipt
of securities of the Company, in which you are participating immediately prior
to the effective date of the Change in Control (hereinafter referred to as
"Benefit Plans"); or the taking of any action by the Company that would
adversely affect your participation in or reduce your benefits under the
Benefit Plans or deprive you of any fringe benefit that you enjoyed immediately
prior to the effective date of the Change in Control; provided, however, that
"Good Reason" shall not exist under this paragraph following a Change in
Control if the Company offers a range of benefit plans and programs which,
taken as a whole, are comparable to the Benefit Plans; or

              (iv) your relocation, or the relocation of the Company's principal
executive offices if your principal office is at such offices, to a location
more than sixty (60) miles from the location at which you were performing your
duties immediately prior to the effective date of the Change in Control, except
for required travel on the Company's business to an extent substantially
consistent with your business travel obligations immediately prior to the
effective date of the Change in Control; provided, however, that "Good Reason"
shall not exist under this paragraph if your business office is located in
Colorado Springs, Colorado immediately prior to the effective date of the
Change in Control and is subsequently relocated to any of the following
counties in Colorado: Denver, Boulder, Jefferson, Arapahoe, Douglas or Elbert.

SECTION 3. ELIGIBILITY AND PARTICIPATION

         You are eligible to participate in the Plan if you are a full-time
executive employee of the Company at the level of Vice President or above
immediately prior to your termination, and either (i) your employment with the
Company terminates due to an Involuntary Termination



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Without Cause or a Voluntary Termination for Good Reason, in either case within
thirteen (13) months following the effective date of a Change in Control; or
(ii) prior to a Change in Control, your employment with the Company terminates
due to an Involuntary Termination Without Cause and the Company determines, in
its sole discretion, that you are eligible to participate in the Plan.

SECTION 4. BENEFITS

         As a participant in the Plan, you are eligible to receive the
following benefits on the following conditions:

         (a) SALARY CONTINUATION. The Company shall continue your Base Salary
for one of the following periods, as applicable:

            (i) six (6) months if you are employed by the Company as a Vice
President immediately prior to the date of your Involuntary Termination Without
Cause or Voluntary Termination for Good Reason and such termination occurs
within thirteen (13) months following the effective date of a Change in
Control;

            (ii) twelve (12) months if you are employed by the Company at a
level of Senior Vice President or above immediately prior to the date of your
Involuntary Termination Without Cause or Voluntary Termination for Good Reason
and such termination occurs within thirteen (13) months following the effective
date of a Change in Control; or

            (iii) such period as the Company, in its sole discretion,
determines if your Involuntary Termination Without Cause occurs prior to the
effective date of a Change in Control.

         Any salary continuation payments shall be paid to you in regular
installments on the normal payroll dates of the Company or over a shorter
period, as determined by the Company. Any such amount that you receive shall be
subject to all required tax withholding.

         (b) CONTINUATION OF BENEFITS. Provided that you elect continued
coverage under federal COBRA law as applicable, the Company shall pay, on your
behalf, the portion of premiums of your group health and any life insurance,
disability insurance, and other Company-provided health and welfare benefits,
including coverage for your eligible dependents, that the Company paid prior to
your termination of employment; provided, however, that the Company will pay
such premiums for your eligible dependents only for coverage for which those
dependents were enrolled immediately prior to your termination of employment.
You will continue to be required to pay that portion of the premium of your
health and welfare coverage, including coverage for your eligible dependents,
that you were required to pay as an active employee immediately prior to your
termination of employment. The number of months of such premium payments shall
equal the number of months of your salary continuation payments, but in no
event shall such premium payments be made for a period exceeding eighteen (18)
months or be made following the effective date of your coverage by a health
plan of a subsequent employer. For the balance of the period that you are
entitled to coverage under federal COBRA law, you shall be entitled to maintain
coverage for yourself and your eligible dependents at your own expense.



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         (c) PARACHUTE PAYMENTS. If any payment or benefit you would receive
under this Plan, when combined with any other payment or benefit you receive
pursuant to the termination of your employment with the Company ("Payment")
would (i) constitute a "parachute payment" within the meaning of Section 280G
of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for
this sentence, be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then such Payment shall be either (x) the full amount of
such Payment or (y) such lesser amount (with cash payments being reduced before
stock option compensation) as would result in no portion of the Payment being
subject to the Excise Tax, whichever of the foregoing amounts, taking into
account the applicable federal, state and local employment taxes, income taxes,
and the Excise Tax results in your receipt, on an after-tax basis, of the
greater amount of the Payment notwithstanding that all or some portion of the
Payment may be subject to the Excise Tax.

         (d) COMPANY DISCRETION. In cases of termination of employment prior to
a Change in Control, the Company's decision to pay or not pay salary
continuation and the amount of such payments shall be in the sole discretion of
the Company, and the Company's decision with respect to one employee shall not
in any way preclude a different decision with respect to another employee, even
if similarly situated.

SECTION 5. LIMITATIONS AND CONDITIONS ON BENEFITS

         (a) RELEASE. To receive benefits under this Plan, you must execute a
release of claims in favor of the Company, in the form attached to this Plan as
Exhibit A or Exhibit B, as appropriate, and such release must become effective
in accordance with its terms.

         (b) NON-COMPETITION AND NON-SOLICITATION. By accepting benefits under
this Plan, you acknowledge that as an employee of the Company, you have been
privy to extremely sensitive, confidential, and valuable commercial
information, and to trade secrets belonging to the Company, the disclosure of
which information and/or secrets would greatly harm the Company. You
acknowledge and agree that you have received information from and about the
Company in Colorado, and that Colorado law should govern this agreement
irrespective of the place of your residence. As a reasonable measure to protect
the Company from the harm of such disclosure and use of its information and
trade secrets against it, you agree to the following as a condition of your
receipt of benefits under this Plan:

            (i) NON-COMPETITION. You agree and acknowledge that for a period of
[ 1-2 YEARS ] following your Involuntary Termination Without Cause or Voluntary
Termination for Good Reason you will not directly or indirectly engage in
(whether as an employee, consultant, proprietor, partner, director or
otherwise) or have any ownership interest in, or participate in the financing,
operation, management or control of, any person, firm, corporation,
partnership, joint venture or other business entity that is a "Restricted
Business" in a "Restricted Territory" (as defined below). For purposes of this
Plan, "Restricted Business" is an entity that competes with the Company or
provides or develops products similar to those the Company offers, plans to
offer, is developing or is planning to develop. "Restricted Territory" means
the cities, counties and states of the United States in which the Company is
doing business at the time of the Covered Termination. Your ownership of any
stock acquired before the effective date of this Plan shall not constitute a
violation of this paragraph. Your ownership of no more than 1% of



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the outstanding voting stock of a publicly traded company acquired after the
effective date of this Plan shall not constitute a violation of this paragraph.
Nothing in this paragraph should be construed to narrow your obligations
imposed by any other provision herein, any other agreement, law or other
source.

            (ii) NON-SOLICITATION. You further acknowledge that you are and
have been privy to highly sensitive personnel information, including (without
limitation) information concerning the skills, knowledge, and background of the
Company employees, performance evaluations of employees by the Company, salary,
compensation and benefits paid by the Company to its employees and other
confidential, private and commercially valuable information. You acknowledge
that disclosure of such information to others would be detrimental to the
Company and could lead to the loss of employees and knowledge critical to the
business of the Company. You also acknowledge that you are and have been privy
to valuable and confidential information concerning relationships between the
Company and customers, vendors, consultants, independent contractors and other
business entities and that severance or alteration of such relationships would
be highly detrimental to the Company. Accordingly, as a part of this Plan and
for a period of [__________] following your Involuntary Termination Without
Cause or Voluntary Termination for Good Reason, you agree not to solicit,
either directly or indirectly, any employee or director of the Company to
terminate or alter his or her relationship with the Company. You further agree
that, for a period of [_________] following your Involuntary Termination
Without Cause or Voluntary Termination for Good Reason, you will not, either
directly or indirectly, solicit or attempt to solicit any customer, client,
supplier, vendor, consultant or independent contractor of the Company to
terminate, reduce or negatively alter his, her or its relationship with the
Company. Nothing in this paragraph should be construed to narrow your
obligations imposed by any other provision herein or any other agreement, law
or other source.

            (iii) REASONABLE. You agree and acknowledge that the time
limitation on the restrictions in this Section 5, combined with the geographic
scope, are reasonable. You also acknowledge and agree that this Section 5 is
reasonably necessary for the protection of the Company, that through this Plan
you shall receive adequate consideration for any loss of opportunity associated
with the provisions herein, and that these provisions provide a reasonable way
of protecting the Company's business value which was imparted to you. If any
restriction set forth in this Section 5 is found by any court of competent
jurisdiction to be unenforceable because it extends for too long a period of
time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range
of activities or geographic area as to which it may be enforceable. You
acknowledge and agree that the provisions in this Section 5 are essential and
material to this Plan, and that upon breach of this Section 5 by you, the
Company is entitled to recover any payments or other consideration made
pursuant to this Plan, to withhold providing additional payments or
consideration, to equitable relief to prevent continued breach, to recover
damages and to seek any other remedies available to the Company.

         (c) OFFSETS. Unless otherwise specified in a written agreement between
you and the Company or any successor to the Company or any affiliate thereof,
the total amount of severance benefits you may receive pursuant to this Plan
and any plan, practice or statutory obligation of the Company or any successor
to the Company or any affiliate thereof, or any agreement



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between you and the Company or any affiliate thereof, shall not exceed the
amount of severance benefits provided under this Plan, and the severance
benefits payable to you under this Plan shall be reduced to the extent of any
excess.

         (d) TERMINATION OF BENEFITS. Benefits under this Plan shall terminate
immediately if you, at any time, violate any proprietary information or
confidentiality obligation to the Company.

         (e) NON-DUPLICATION OF BENEFITS. You are not eligible to receive
benefits under this Plan more than one time.

SECTION 6. ADMINISTRATION AND OPERATION OF THE PLAN

         The Company is the "Plan Sponsor" and the "Plan Administrator" of the
Plan, as such terms are defined in the Employee Retirement Income Security Act
of 1974 ("ERISA"). The Company, in its capacity as Plan Administrator of the
Plan, is the named fiduciary that has the authority to control and manage the
operation and administration of the Plan. The Company has the sole discretion
to make such rules, regulations, and interpretations of the Plan and to make
such computations and shall take such other action to administer the Plan as it
may deem appropriate in its sole discretion. Such rules, regulations,
interpretations, computations, and other actions shall be conclusive and
binding upon all persons. The Company may engage the services of such persons
or organizations to render advice or perform services with respect to its
responsibilities under the Plan as it shall determine to be necessary or
appropriate. Such persons or organizations may include (without limitation)
actuaries, attorneys, accountants and consultants.

         Any person or group of persons may serve in more than one fiduciary
capacity with respect to the Plan. The responsibilities of the Company under
the Plan shall be carried out on its behalf by its directors, officers,
employees and agents, acting on behalf or in the name of the Company in their
capacity as directors, officers, employees and agents and not as individual
fiduciaries. The Company may delegate any of its fiduciary responsibilities
under the Plan to another person or persons pursuant to a written instrument
that specifies the fiduciary responsibilities so delegated to each such person.

SECTION 7. CLAIMS, INQUIRIES AND APPEALS

         APPLICATIONS FOR BENEFITS AND INQUIRIES. Applications for benefits
should be in writing, signed and submitted to: Plan Administrator, Executive
Severance Benefit Plan, ChannelPoint, Inc., 5755 Mark Dabling Blvd., Suite 100,
Colorado Springs, CO 80919.

         DENIAL OF CLAIMS. If any application for benefits is denied in whole
or in part, the Plan Administrator must notify you, in writing, of the denial
of the application, and of your right to review the denial. The written notice
of denial will be set forth in a manner designed to be understood, and will
include specific reasons for the denial, specific references to the Plan
provision upon which the denial is based, a description of any information or
material that the Plan Administrator needs to complete the review and an
explanation of the Plan's review procedure.



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         This written notice will be given to you within ninety (90) days after
the Plan Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Plan Administrator has up to
an additional ninety (90) days for processing the application. If an extension
of time for processing is required, written notice of the extension will be
furnished to you before the end of the initial 90-day period.

         This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the application. If written notice of denial of
the application for benefits is not furnished within the specified time, the
application shall be deemed to be denied. You will then be permitted to appeal
the denial in accordance with the review procedure described below.

         REQUEST FOR REVIEW. You (or your authorized representative) may appeal
a denied benefit claim by submitting a written request for a review to: Review
Panel, Executive Severance Benefit Plan, ChannelPoint, Inc., 5755 Mark Dabling
Blvd., Suite 100, Colorado Springs, CO 80919. The Review Panel shall be
comprised of two (2) or more persons to be appointed by the Company. Your
appeal must be submitted within sixty (60) days after the application is denied
(or deemed denied). The Review Panel will give you (or your representative) an
opportunity to review pertinent documents in preparing a request for a review.

         A request for review must set forth all of the grounds on which it is
based, all facts in support of the request and any other matters that you or
your representative feel are pertinent. The Review Panel may require you or
your representative to submit additional facts, documents or other material as
it may find necessary or appropriate in making its review.

         DECISION ON REVIEW. The Review Panel will act on each request for
review within sixty (60) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional sixty
(60) days) for processing the request for a review. If an extension for review
is required, written notice of the extension will be furnished within the
initial 60-day period. The Review Panel will give written notice of its
decision to the applicant. In the event that the Review Panel confirms the
denial of the application for benefits in whole or in part, the notice will
outline the specific Plan provisions upon which the decision is based. If
written notice of the Review Panel's decision is not given within the time
prescribed above, the application will be deemed denied on review.

         RULES AND PROCEDURES. The Plan Administrator and/or the Review Panel
may establish rules and procedures, consistent with the Plan and with ERISA, as
necessary and appropriate in carrying out their responsibilities in reviewing
benefit claims. If you wish to submit additional information in connection with
an appeal from the denial (or deemed denial) of benefits, you may be required
to do so at your own expense.

         EXHAUSTION OF REMEDIES. No legal action for benefits under the Plan
may be brought until (i) a written application for benefits has been submitted
in accordance with the procedures described above, (ii) the person claiming
benefits has been notified by the Plan Administrator that the application is
denied (or the application is deemed denied due to the Plan Administrator's
failure to act on it within the time prescribed), (iii) a written request for a
review of the application has been submitted in accordance with the appeal
procedure described above



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and (iv) the person appealing the denial has been notified in writing that the
Review Panel has denied the appeal (or the appeal is deemed to be denied due to
the Review Panel's failure to take any action on the claim within the time
prescribed).

SECTION 8. OTHER TERMINATIONS

         You are NOT eligible for benefits under this Plan if (i) your
employment terminates due to death, disability or any other reason other than
an Involuntary Termination Without Cause that occurs prior to or within
thirteen (13) months following the effective date of a Change in Control or a
Voluntary Termination for Good Reason that occurs within thirteen (13) months
following the effective date of a Change in Control; (ii) you are terminated
within thirty (30) days of your refusal to accept an offer of comparable
employment by any successor to the Company (provided that "comparable
employment" shall mean employment with duties and responsibilities not
violative of Section 2(g)(i); with base salary in an amount not violative of
Section 2(g)(ii); with benefit plans and programs not violative of Section
2(g)(iii); and at a business office whose location is not violative of Section
2(g)(iv)); or (iii) your employment terminates prior to a Change in Control and
the Company, in its sole discretion, determines that you are not eligible for
benefits under this Plan.

SECTION 9. BASIS OF PAYMENTS TO AND FROM THE PLAN

         All benefits under the Plan shall be paid by the Company. The Plan
shall be unfunded and benefits hereunder shall be paid only from the general
assets of the Company.

SECTION 10. AMENDMENT AND TERMINATION

         The Company reserves the right to amend or terminate this Plan at any
time; provided, however, that this Plan may not be amended or terminated
following the effective date of a Change in Control.

SECTION 11. NON-ALIENATION OF BENEFITS

         No Plan benefit may be anticipated, alienated, sold, transferred,
assigned, pledged, encumbered or charged, and any attempt to do so will be
void.

SECTION 12. SUCCESSORS AND ASSIGNS

         This Plan shall be binding upon any surviving entity resulting from a
Change in Control and upon any other person who is a successor by merger,
acquisition, consolidation or otherwise to the business formerly carried on by
the Company without regard to whether or not such person actively adopts or
formally continues the Plan. Covered Employees, to the extent they are
otherwise eligible for benefits under the Plan, are intended third party
beneficiaries of this provision.





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SECTION  13. LEGAL CONSTRUCTION

         This Plan shall be interpreted in accordance with ERISA and, to the
extent not preempted by ERISA, with the laws of the State of Colorado. This
Plan constitutes both a plan document and a summary plan description for
purposes of ERISA.

SECTION  14. OTHER PLAN INFORMATION

         PLAN IDENTIFICATION NUMBER:  520

         EMPLOYER IDENTIFICATION NUMBER:  84-1367639

         ENDING OF THE PLAN'S FISCAL YEAR:  December 31.

         AGENT FOR THE SERVICE OF LEGAL PROCESS: The Plan's agent for service
of legal process is: Kenneth Hollen, ChannelPoint, Inc., 5755 Mark Dabling
Blvd., Suite 100, Colorado Springs, CO 80919.

SECTION 15. STATEMENT OF ERISA RIGHTS

         As a participant in this Plan (which is a welfare benefit plan
sponsored by the Company) you are entitled to certain rights and protections
under ERISA, including the right to:

         (a) Examine, without charge, at the Plan Administrator's office and at
other specified locations, such as work sites, all Plan documents and copies of
all documents filed by the Plan with the U.S. Department of Labor, such as
detailed annual reports;

         (b) Obtain copies of all Plan documents and Plan information upon
written request to the Plan Administrator. The Plan Administrator may make a
reasonable charge for the copies; and

         (c) Receive a summary of the Plan's annual financial report, in the
case of a plan which is required to file an annual financial report with the
Department of Labor. (Generally, all pension plans and welfare plans with 100
or more participants must file these annual reports.)

         In addition to creating rights for Plan participants, ERISA imposes
duties upon the people responsible for the operation of the employee benefit
plan. The people who operate the Plan, called "fiduciaries" of the Plan, have a
duty to do so prudently and in the interest of you and other Plan participants
and beneficiaries.

         No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
Plan benefit or exercising your rights under ERISA. If your claim for a Plan
benefit is denied in whole or in part, you must receive a written explanation
of the reason for the denial. You have the right to have the Plan review and
reconsider your claim.

         Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the Plan and do not receive them
within 30 days, you may file suit in




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a federal court. In such a case, the court may require the Plan Administrator
to provide the materials and pay you up to $100 a day until you receive the
materials, unless the materials were not sent because of reasons beyond the
control of the Plan Administrator. If you have a claim for benefits that is
denied or ignored, in whole or in part, you may file suit in a state or federal
court. If it should happen that the Plan fiduciaries misuse the Plan's money,
or if you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file suit in a federal
court. The court will decide who should pay court costs and legal fees. If you
are successful, the court may order the person you have sued to pay these costs
and fees. If you lose, the court may order you to pay these costs and fees, for
example, if it finds your claim is frivolous.

         If you have any questions about this statement or about your rights
under ERISA, you should contact the nearest office of the Pension and Welfare
Benefits Administration, U.S. Department of Labor, listed in your telephone
directory, or the Division of Technical Assistance and Inquiries, Pension and
Welfare Benefit Administration, U.S. Department of Labor, 200 Constitution
Avenue N.W., Washington, D.C. 20210.


Exhibit A:  Release (Individual Termination)
Exhibit B:  Release (Group Termination)






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                                   EXHIBIT A

                                    RELEASE
                            (INDIVIDUAL TERMINATION)


         Certain capitalized terms used in this Release are defined in the
ChannelPoint, Inc. Executive Severance Benefit Plan (the "Plan") which I have
reviewed.

         I hereby confirm my obligations under the Company's proprietary
information and inventions agreement.

         I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive
and relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.

         Except as otherwise set forth in this Release, I hereby release,
acquit and forever discharge the Company, its parents and subsidiaries, and
their officers, directors, agents, servants, employees, shareholders,
successors, assigns and affiliates, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys fees,
damages, indemnities and obligations of every kind and nature, in law, equity,
or otherwise, known and unknown, suspected and unsuspected, disclosed and
undisclosed (other than any claim for indemnification I may have as a result of
any third party action against me based on my employment with the Company),
arising out of or in any way related to agreements, events, acts or conduct at
any time prior to the date I execute this Release, including, but not limited
to: all such claims and demands directly or indirectly arising out of or in any
way connected with my employment with the Company or the termination of that
employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock
options, or any other ownership interests in the Company, vacation pay, fringe
benefits, expense reimbursements, severance pay, or any other form of disputed
compensation; claims pursuant to any federal, state or local law or cause of
action including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended
("ADEA"); the federal Employee Retirement Income Security Act of 1974, as
amended; the federal Americans with Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended; tort law; contract law; statutory
law; common law; wrongful discharge; discrimination; fraud; defamation;
emotional distress; and breach of the implied covenant of good faith and fair
dealing; provided, however, that nothing in this paragraph shall be construed
in any way to release the Company from its obligation to indemnify me pursuant
to the Company's indemnification obligation pursuant to agreement or applicable
law or to reduce or eliminate any coverage I may have under the Company's
director and officer liability policy, if any.




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         I acknowledge that I am knowingly and voluntarily waiving and
releasing any rights I may have under ADEA. I also acknowledge that the
consideration given under the Agreement for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which I was
already entitled. I further acknowledge that I have been advised by this
writing, as required by the ADEA, that: (A) my waiver and release do not apply
to any rights or claims that may arise on or after the date I execute this
Release; (B) I have the right to consult with an attorney prior to executing
this Release; (C) I have twenty-one (21) days to consider this Release
(although I may choose to voluntarily execute this Release earlier); (D) I have
seven (7) days following the execution of this Release by the parties to revoke
the Release; and (E) this Release shall not be effective until the date upon
which the revocation period has expired, which shall be the eighth day after
this Release is executed by me.

                                           [NAME OF EMPLOYEE]

Date:
     --------------------------------      ------------------------------------






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                                   EXHIBIT B

                                    RELEASE
                              (GROUP TERMINATION)


         Certain capitalized terms used in this Release are defined in the
ChannelPoint, Inc. Executive Severance Benefit Plan (the "Plan") which I have
reviewed.

         I hereby confirm my obligations under the Company's proprietary
information and inventions agreement.

         I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: "A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." I hereby expressly waive
and relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.

         Except as otherwise set forth in this Release, I hereby release,
acquit and forever discharge the Company, its parents and subsidiaries, and
their officers, directors, agents, servants, employees, shareholders,
successors, assigns and affiliates, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses, attorneys fees,
damages, indemnities and obligations of every kind and nature, in law, equity,
or otherwise, known and unknown, suspected and unsuspected, disclosed and
undisclosed (other than any claim for indemnification I may have as a result of
any third party action against me based on my employment with the Company),
arising out of or in any way related to agreements, events, acts or conduct at
any time prior to the date I execute this Release, including, but not limited
to: all such claims and demands directly or indirectly arising out of or in any
way connected with my employment with the Company or the termination of that
employment, including but not limited to, claims of intentional and negligent
infliction of emotional distress, any and all tort claims for personal injury,
claims or demands related to salary, bonuses, commissions, stock, stock
options, or any other ownership interests in the Company, vacation pay, fringe
benefits, expense reimbursements, severance pay, or any other form of disputed
compensation; claims pursuant to any federal, state or local law or cause of
action including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended
("ADEA"); the federal Employee Retirement Income Security Act of 1974, as
amended; the federal Americans with Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended; tort law; contract law; statutory
law; common law; wrongful discharge; discrimination; fraud; defamation;
emotional distress; and breach of the implied covenant of good faith and fair
dealing; provided, however, that nothing in this paragraph shall be construed
in any way to release the Company from its obligation to indemnify me pursuant
to the Company's indemnification obligation pursuant to agreement or applicable
law or to reduce or eliminate any coverage I may have under the Company's
director and officer liability policy, if any.




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         I acknowledge that I am knowingly and voluntarily waiving and
releasing any rights I may have under ADEA. I also acknowledge that the
consideration given under the Agreement for the waiver and release in the
preceding paragraph hereof is in addition to anything of value to which I was
already entitled. I further acknowledge that I have been advised by this
writing, as required by the ADEA, that: (A) my waiver and release do not apply
to any rights or claims that may arise on or after the date I execute this
Release; (B) I have the right to consult with an attorney prior to executing
this Release; (C) I have forty-five (45) days to consider this Release
(although I may choose to voluntarily execute this Release earlier); (D) I have
seven (7) days following the execution of this Release by the parties to revoke
the Release; (E) this Release shall not be effective until the date upon which
the revocation period has expired, which shall be the eighth day after this
Release is executed by me; and (F) I have received with this Release a detailed
list of the job titles and ages of all employees who were terminated in this
group termination and the ages of all employees of all employees in the same
job classification or organizational unit who were not terminated.

                                           [NAME OF EMPLOYEE]

Date:
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