Exhibit 10.21


 


EXECUTION COPY


NON-COMPETITION AGREEMENT


THIS NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as
of this 7th day of May, 2004, by and among Kenneth L. Manley (“Shareholder”), Life Quotes
Acquisition, Inc., a Delaware corporation (the “Company”) 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”), the Company, 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 the Shareholder have agreed to sell to the
Company substantially all of the assets of the Seller;


WHEREAS, an affiliate of Shareholder is selling certain
real estate to the Company (the “Real
Estate”) in connection with the APA pursuant to a Real Estate
Purchase Agreement (the “Real Estate
Agreement”);


WHEREAS, Shareholder is the sole shareholder of the Seller,
and will therefore receive a direct and substantial economic benefit from the
sale of the assets of the Seller to the Company pursuant to the APA and the
Sale of the Real Estate to the Company pursuant to the Real Estate Agreement;


WHEREAS, Shareholder, Parent and the Company agree that the
assets being acquired by the Company from Seller under the APA and the Real
Estate under the Real Estate Agreement would be of little or no value unless
Shareholder is restricted from competing with the Company and the Parent as
herein provided; and


WHEREAS, it is an express condition precedent to the
Company’s and the Parent’s respective obligations under the APA that
Shareholder execute and deliver this Agreement and Shareholder is executing and
delivering this Agreement in satisfaction of such condition precedent.


NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, the parties hereto (intending to be legally
bound) hereby agree as follows:


1.    Non-Competition.


(a)   Shareholder acknowledges and agrees
that (1) the business being acquired by the Company from the Seller
pursuant to the APA is the “Business” as defined in the APA; (2) the
Business territory is comprised of all fifty states of the United States of
America (the “Territory”); and
(3) the Company and the Parent will suffer substantial and irreparable
harm in the event Shareholder and his affiliates (as defined by the rules and
regulations of the United States Securities and Exchange Commission) should
enter into competition with the Company or the Parent or disclose any of the
affairs of the Company, the Parent, the Seller or of Shareholder relating to
the Business to any third parties. Accordingly, and in order to induce the
Company and the Parent to enter into the APA and to consummate the transactions
contemplated thereby, Shareholder hereby agrees on his own behalf and that of
his affiliates that from the date hereof until the date which is three
(3) years after the date hereof (the “Term”)
that 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


 


1

















 


 


in any aspect or segment of the Business (except as
expressly permitted by the APA) 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 the Company or the Parent and any insurance company, insurance agent,
insurance provider, landlord, dealer, distributor, agent, principal, customer,
supplier or employee of the Company 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 the Company, the Parent or the Business or
otherwise encourage any employee or independent contractor of parent or company
to terminate his or her employment with parent or company 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 the Company, 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 the Company, the Parent, the
Business or the Company’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.


(b)   Shareholder acknowledges that the
restricted period of time (three years), geographical area (Territory) and line
of business (Business) under Section 1(a) hereof are reasonable, in view
of the nature of the Business, the Shareholder’s knowledge of the Business, as
well as the fact that Shareholder 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.


(c)   Shareholder 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 Shareholder or his affiliates is alleged to
be competing with the Company or the Parent or otherwise acting in violation of
this Section 1 in any other jurisdiction, then in any other jurisdiction
in which such alleged competition or action takes place. If the courts of any
one 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 the Company 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.


(d)   Section 7.4(d) of the APA
provided that Shareholder, together with certain affiliates of Shareholder, may
sell life insurance products so long as all such insurance products are placed
directly through the Parent, the Company, or their respective affiliates, in
accordance with the terms of an Agency Agreement in the form attached as
Exhibit K to the APA. The parties to this Agreement acknowledge and agree
that Shareholder shall not be in violation of this Agreement so long as
Shareholder and his affiliates comply with the terms and conditions of
Section 7.4(d) of the APA and any such Agency Agreement entered into
pursuant thereto.


 


2

















 


2.    Nondisclosure.


Except with the prior written consent of the Company or the
Parent in each instance, Shareholder 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 the Company from the Seller or
(b) the Company, 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 the Company 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 the Company or the Parent and their respective
customers and employees; provided, however, Confidential Information shall not
include any information that Shareholder can demonstrate: (a) is generally
publicly available, (b) is obtained from a source other than the Company,
Parent or Seller, which source is not under a confidentiality obligation to the
Company, Parent or Seller; or (c) is legally required to be disclosed,
after giving prior written notice to the Company and Parent.


3.    Remedies
for Certain Breaches.


If Shareholder or his affiliates commits a breach, or
threatens to commit a breach, of any of the provisions of Section 1 or Section 2,
the Company 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 the Company and the Parent:


(i)    the right and remedy to have the
provisions of Section 1 and/or Section 2 enforced by any court of
competent jurisdiction by injunction, restraining order, specific performance
or other equitable relief in favor of the Company and the Parent, it being
acknowledged and agreed that any breach or threatened breach of Section 1
and/or Section 2 by Shareholder will cause irreparable injury to the Company
and the Parent and that money damages will not provide an adequate remedy to
the Company or the Parent; and


(ii)   the right and remedy to require
Shareholder or his affiliates to account for and pay over to the Company all
compensation, profits, monies, accruals, distributions, increments or other
benefits (collectively, “Benefits”)
derived or received by Shareholder or his affiliates as the result of any
transaction constituting a breach of any of the provisions of Section 1
and/or Section 2 and Shareholder or his affiliates hereby agree to account
for such Benefits and pay over all such Benefits to the Company.


4.    Survivability;
Affiliates.


For purposes of Section 1, 2, 3 and 7(b), the
“Company” and the “Parent” shall be deemed to include any of their respective
affiliates. The rights and remedies of the Company and the Parent pursuant to
Section 3 of this Agreement shall survive the expiration of this Agreement
with regard to any breach of the obligations of Shareholder under (a) Section 1
that occurs prior to the expiration of the Term or (b) Section 2.


5.    Assignment.


The Company shall have the right to assign its rights under
this Agreement in connection with any sale or disposition of all or
substantially all of the assets of the Company or any merger or consolidation
of the Company.


 


 


3

















 


6.    Notices.


All notice, request, 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 the
Shareholder, 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 the Company 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

  
				



 


7.    Miscellaneous.


 


(a)   This Agreement
and the APA constitute the sole and entire agreement between the Shareholder,
the Parent and the Company 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
Shareholder, (iii) the Company, the Parent and their respective
affiliates, as set forth in Section 4 and (iv) the respective
successors and permitted assigns of the Company and the Parent, as provided for
herein.


 


(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.


 


(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.


 


 


4

















 


(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.


[Signature page follows]


 


 


5

















 


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

  



 


 


 


 


6