Exhibit 10.22


EXECUTION COPY


AGENCY AGREEMENT


THIS AGENCY AGREEMENT (the “Agreement”)
is made and entered into as of this 7th day of May, 2004, by and
among Kenneth L. Manley (“KLM”),
Life Quotes Acquisition, Inc., a Delaware corporation (the “LQA”) and Quotesmith.com Inc., a
Delaware corporation (the “Parent”).


W I T N E S S E T H


WHEREAS, Life Quotes, Inc., a Michigan corporation
(the “Seller”), LQA, the Parent
and the Shareholder have entered into an Asset Purchase Agreement dated as of
January 31, 2004 (“APA”),
pursuant to which the Seller and KLM have agreed to sell to LQA substantially
all of the assets of the Seller;


WHEREAS, pursuant to the terms of the APA, the parties
hereto are entering into a Non-Competition Agreement (the “Non-Competition
Agreement”) contemporaneously herewith; and


WHEREAS, the APA and the Non-Competition Agreement
contemplate that LQA and Parent will enter into one or more agency agreements
with KLM and his spouse and children, either individually or as owners of an
entity, provided such individuals or entities hold valid insurance agent
licenses in good standing all in accordance with the APA, (collectively, “Manley”), so that Manley shall only be
permitted to sell life insurance products through LQA, the Parent and their
respective affiliates (collectively, the “Company”).


NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
(intending to be legally bound) hereby agree as follows:


1.                                       Appointment as Agent. LQA and Parent hereby agree to use
commercially reasonable efforts to appoint Manley as a general agent with each
insurance carrier as Manley may request and with which the Company has the
ability to appoint agents under the terms of its respective managing general
agent agreement or insurance marketing agreement, to the extent that each such
appointment is acceptable and agreed to by the insurance carrier. Such appointment
will be made promptly upon notice from KLM to the Company. 




 


2.                                       Compensation. As compensation for policies placed in
force as a general agent hereunder, Manley shall be entitled to receive the
highest commission made available by each insurance carrier to general agents
appointed under the Company for first
year and renewal commission, along with 75% of any production bonus commission
resulting from business placed directly by Manley based on the production level
that the Company qualifies for, whether such commissions are paid by the
insurance carriers to the Company or directly to Manley. If commissions are
paid by the Company to Manley, such payments shall not be made less frequently
than monthly. 




 


3.                                       Direct Contracts. The Company agrees to use commercially
reasonable efforts to enable Manley to become contracted directly with
insurance carriers as a general agent under the Company’s managing general
agent or marketing organization
agreement so that Manley may operate directly with such insurance carriers and
be compensated directly by such insurance carriers at the highest commission
available according to each insurance carrier’s business practices as
determined by each such carrier. 




 


4.                                       Non-Competition. Manley acknowledges and agrees that
(1) the business being acquired by LQA from the Seller pursuant to the APA
is the “Business” as defined in the APA; (2) the


 


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Business territory is comprised of all fifty states of the
United States of America (the “Territory”);
and (3) LQA and the Parent will suffer substantial and irreparable harm in
the event Manley and his affiliates (as defined by the rules and regulations of
the United States Securities and Exchange Commission) should enter into
competition with LQA or the Parent or disclose any of the affairs of LQA, the
Parent, the Seller or of LQA relating to the Business to any third parties.
Accordingly, and in order to induce LQA and the Parent to enter into the APA
and to consummate the transactions contemplated thereby, Manley hereby agrees
on his own behalf and that of his affiliates that for the Term (defined in
Section 8 below) he and his affiliates:


 


(i)    will not, directly or
indirectly, whether as an officer, manager, director, consultant (independent
or otherwise), agent, employee, partner, shareholder, participant, member,
owner or otherwise, engage in nor, participate in, become associated in any
manner whatsoever or have any financial interest in or aid or assist in any
person or entity in the conduct of, or otherwise engage in any aspect or
segment of the Business (except as expressly permitted by the APA or this
Agreement) or any other business which competes with the Business in the
Territory;


 


(ii)   will not, directly or indirectly, interfere
with, disrupt, or attempt to disrupt or induce, persuade or entice, any past,
present, or prospective relationship, contractual or otherwise, between LQA or
the Parent and any insurance company, insurance agent, insurance provider,
landlord, dealer, distributor, agent, principal, customer, supplier or employee
of LQA or Parent;


 


(iii)  will not, directly or indirectly, call on,
employ, engage or solicit the employment or engagement by others of any
employee or former employee of LQA, the Parent or the Business or otherwise
encourage any employee or independent contractor of Parent or LQA to terminate
his or her employment with Parent or LQA or to enter into employment with any
person or entity, as the case may be, unless such employee or former employee
has not been employed by LQA, the Parent or the Business, as the case may be,
for a period in excess of twelve (12) months; and


 


(iv)  will not, directly or indirectly, slander,
libel, disparage or through any other means take any action which is intended
to be or might be negative or detrimental to LQA, the Parent, the Business or
LQA’s or Parent’s respective assets, business, personnel, prospects or
operations, including but not limited to making comments on any internet
“Message Board” or website or similar service or means of communication.


 


(v)   Manley acknowledges that the
restricted period of time (Term), geographical area (Territory) and line of
business (Business) under this Section hereof are reasonable, in view of the
nature of the Business, Manley’s knowledge of the Business, as well as the fact
that Manley and his affiliates received a substantial portion of the
consideration paid under the APA and the Real Estate Agreement. Notwithstanding
the foregoing, if any provision, or any part hereof, of this Section 1 is
held to be unenforceable because of the duration thereof, the area covered
thereby or with respect to any particular activity, the parties agree that the
court making the determination shall have the power to reduce the duration or the
scope of such provision, or to delete specific words or phrases, and in its
reduced or amended form, such provision shall then be enforceable and be
enforced.


 


(vi)  Manley and his affiliates intend to, and do
hereby, confer jurisdiction to enforce the covenants contained in this
Section 1 upon the courts of (i) any jurisdiction within the State of
Illinois or (ii) if Manley or his affiliates is alleged to be competing
with LQA or the Parent or otherwise acting in violation of this Section in any
other jurisdiction, then in any other jurisdiction in which such alleged
competition or action takes place. If the courts of any one


 


 


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or more of such jurisdictions shall hold such covenants
wholly unenforceable by reason of the breadth of such scope or otherwise, such
determination shall not bar or in any way affect the right of LQA or the Parent
to the relief provided above in the courts of any other jurisdiction in which
such covenants may be enforced as provided herein, as to breaches of such
covenants in such other respective jurisdictions, the above covenants as they
relate to each jurisdiction being, for this purpose, severable in diverse and
independent covenants.


 


(vii)  Except with the prior written consent of
LQA or the Parent in each instance, Manley shall not disclose, use, publish, or
in any other manner reveal, directly or indirectly, at any time during or after
the term of this Agreement, any “Confidential Information” relating to
(a) the Business or assets acquired by LQA from the Seller or
(b) LQA, Parent or any parent, subsidiary or affiliate thereof.
Confidential Information shall include, but shall not be limited to,
information or data relating to (i) the Business, operations, systems,
services, know-how, trade secrets, dealer, potential and actual distributor and
customer lists, pricing policies, operational methods, marketing plans, product
plans, acquisition plans, design and design projects, technical or
non-technical data, formulas, patterns, compilations, programs, inventions and
research projects and all other plans of LQA or the Parent or which are
embodied in the Assets acquired pursuant to the APA, and (ii) the
business, operations, personnel, activities, financial affairs, and other information
relating to LQA or the Parent and their respective customers and employees;
provided, however, Confidential Information shall not include any information
that Manley can demonstrate: (a) is generally publicly available,
(b) is obtained from a source other than LQA, Parent or Seller; or
(c) is legally required to be disclosed, after giving prior written notice
to LQA and Parent.


 


(viii)   If Manley or his affiliates commits
a breach, or threatens to commit a breach, of any of the provisions of this
Section, LQA and the Parent shall have the following rights and remedies, each
of which rights and remedies shall be independent of the others, and shall be
severally enforceable, and all of which rights and remedies shall be in
addition to, and not in lieu of, any other rights and remedies available under
law or in equity to LQA and the Parent:


 


(a)   the right and remedy to have the
provisions of this Section enforced by any court of competent jurisdiction by
injunction, restraining order, specific performance or other equitable relief
in favor of LQA and the Parent, it being acknowledged and agreed that any
breach or threatened breach of Section by Manley will cause irreparable injury
to LQA and the Parent and that money damages will not provide an adequate
remedy to LQA or the Parent; and


 


(b)   the right and remedy to require Manley
or his affiliates to account for and pay over to LQA all compensation, profits,
monies, accruals, distributions, increments or other benefits (collectively, “Benefits”) derived or received by Manley
or his affiliates as the result of any transaction constituting a breach of any
of the provisions of this Section and Manley or his affiliates hereby agree to
account for such Benefits and pay over all such Benefits to LQA.


 


(viii)   During such periods as both this
Agreement and the Non-Competition Agreement continue in effect, Manley’s
obligations under this Section 4 are the same as, and not in addition to,
Manley’s obligations under the Non-Competition Agreement.


 


5.                                       Advertising and
Marketing. Manley
shall have the right to operate and advertise using Manley’s name, at Manley’s
expense. In addition, Manley shall have the right to use the Company’s name on
Manley’s advertising with the Company’s website and Manley’s telephone contact,
provided that any such advertisement has first been approved by the Company in
writing, such approval not to be unreasonably withheld. The Company shall also
provide Manley continuous access (including remote access) to the Company’s
quoting, sales, marketing, application


 


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completion software, systems and programs, provided,
however, that Manley shall reimburse any costs incurred by the Company in
connection with providing such access.


 


6.                                       License and Renewal
Fees. At Manley’s
request, the Company shall assist Manley in connection with licensing and
renewal applications at a cost equal to two times the actual license or renewal
fee. As the Company is performing this function at Manley’s direction and for
his convenience, Manley shall indemnify and hold harmless the Company and its
affiliates for any errors, omissions, penalties or damages suffered in
assisting Manley in performing or failing to perform these actions. In no event
shall the Company be responsible for any fees, charges or penalties incurred in
connection with this function. 




 


7.                                       Company Obligations. The Company hereby agrees that for the
Term (defined in Section 8 below) it:


 


(i)    will not, directly or
indirectly, call on, employ, engage or solicit the employment or engagement by
others of any employee or former employee of Manley (other than former
employees of Seller who are hired by LQA as contemplated in the APA) or
otherwise encourage any employee or independent contractor of Manley to
terminate his or her employment with Manley or to enter into employment with
any person or entity unless such employee or former employee has not been
employed by Manley for a period in excess of twelve (12) months; and


 


(ii)   will not, directly or indirectly,
slander, libel, disparage or through any other means take any action which is
intended to be or might be negative or detrimental to Manley or Manley’s
assets, business, personnel, prospects or operations, including but not limited
to making comments on any internet “Message Board” or website or similar
service or means of communication.


 


8.                                       Term, Termination and
Limitations. The
term of this Agreement shall be for an initial period of three years
commensurate with the three-year term provided for in Section 1 of the
Non-Competition Agreement, which initial period shall automatically be extended
for successive terms of one-year on an “evergreen” basis (meaning it shall
therefore renew for successive one-year periods thereafter without any action on
either party’s part), provided however, that this Agreement may be terminated
(i) at any time by the Company for cause, and (ii) by any party at
any time after such initial three-year period on thirty-days prior written
notice to the other parties hereto, such termination to be effective as of a
date specified in such written notice. No such termination shall affect such
rights and obligations of the parties as those shall have accrued prior to the
date such termination is effective. Notwithstanding the foregoing and subject
to the last two sentences of this Section 8, the term of this Agreement
with respect to Section 4 hereof and the rights and obligations of the
parties thereunder (the “Term”), shall continue in effect during the
effectiveness of this Agreement and for the three-year period beginning on the
later to occur of: (a) the end of the three-year term provided for in
Section 1 of the Non-Competition Agreement, or (b) termination of
this Agreement in accordance with its terms. If this Agreement is terminated by
the Company other than for “cause,” the immediately preceding sentence shall
not apply and this Agreement shall terminate as of the effective date of such
termination. For purposes hereof, termination for “cause” shall be cause as
determined by Parent in its reasonable best judgment with prior written notice
to Manley and a reasonable opportunity to cure. Manley agrees that Manley shall
be permitted to sell life insurance products so long as all such insurance
products are placed directly through Parent (or an affiliate or associate of
Parent) in their capacity as agents of Parent and such placements under this
Agreement and all other similar agency agreements with Manley shall
collectively not exceed $2.0 million in


 


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annual first year commissionable premium (such threshold
annually increased based on the rate of inflation as specified by the Consumer
Price Index for all urban consumers).


 


9.                                       Notices. All notices, requests, instruction,
correspondence, demands and other communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered personally with
receipt acknowledged or sent by registered or certified mail, postage prepaid
and return receipt requested to the address shown below unless changed by
notices given as herein provided: 




 


(a)   if to Manley, to:







	
  Kenneth L. Manley 

  758 Soda Creek Drive 

  Evergreen, Colorado 80439

  	
   

  	
   

  
	
  Facsimile:

  	
  (800) 690-6550

  
				



 


 


        with a copy to:







	
  Welborn, Sullivan, Meck & Tooley, P.C.
 821 17th Street 

  Suite 500 

  Denver, Colorado 80202

  	
   

  	
   

  
	
  Facsimile:

  	
  (303) 832-2366

  	 

	
  Attention:

  	
  John F. Meck

  	 

					



 


 


(b)   if to LQA or to Parent, to:







	
  Quotesmith.com Inc. 

  8205 South Cass Avenue, No. 102 

  Darien, Illinois 60561

  	
   

  	
   

  
	
  Facsimile:

  	
  (630) 515-0276

  
	
  Attention:

  	
  Robert S. Bland, Chairman,  

  Chief Executive Officer and President

  
				



 


 


        with a copy to:







	
  Duane Morris LLP 

  227 West Monroe Street 

  Suite 3400 

  Chicago, Illinois 60606

  	
   

  	
   

  
	
  Facsimile:

  	
  (312) 499-6701

  
	
  Attention:

  	
  David J. Kaufman

  
				



 


10.                                 Miscellaneous.


 


(a)   This Agreement, the APA and the
Non-Competition Agreement constitute the sole and entire agreement between KLM,
LQA and the Parent with respect to the matters referred to herein and shall not
be altered, modified or amended except by written instrument signed by the
party against whom such alteration, modification or amendment is sought to be
enforced.


 


(b)   This Agreement shall inure to the
benefit of, and be binding upon (i) the parties hereto, (ii) the
heirs, administrators, executors and personal representatives of KLM, and
(iii) the respective successors and assigns of LQA and the Parent.


 


(c)   The Section headings appearing in this
Agreement are for purposes of easy reference and shall not be considered a part
of this Agreement or in any way modify, amend or affect its provisions.


 


 


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(d)   It is agreed that a waiver by either
party of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach by that same party.


 


(e)   This Agreement shall be governed by
and construed in accordance with the laws of the State of Illinois applicable
to a contract executed and performed in such State without giving effect to the
conflicts of laws principles thereof. If any provisions of this Agreement as
applied to any part or to any circumstances shall be adjudged by a court to be
invalid or unenforceable, the same shall in no way affect any other provision
of this Agreement, the application of such provision in any other circumstances
or the validity or enforceability of this Agreement.


 


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


 


	
    

  	
   

  	
  /s/  KENNETH L. MANLEY

  
	
   

  	
   

  	
  Kenneth L. Manley

  
	
   

  	
   

  	
   

  
	
   

  	
  LIFE QUOTES ACQUISITION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/  ROBERT S. BLAND  

  
	
   

  	
   

  	
  Robert S. Bland, President

  
	
   

  	
   

  	
   

  
	
   

  	
  QUOTESMITH.COM INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/  ROBERT S. BLAND  

  
	
   

  	
   

  	
  Robert S. Bland, President

  



 


 


 


 


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