Unassociated Document


    Exhibit
      10.2

    


     

    AGREEMENT
      AND PLAN OF MERGER

     

    by
      and among

     

    BANKRATE,
      INC.,

     

    [SUB1],

     

    [SUB2],

     

    MORTGAGE
      MARKET INFORMATION SERVICES, INC., 

     

    INTEREST.COM,
      INC.,

     

    SCARLETT
      ENTERPRISES, LTD.

     

    and

     

    JAMES
      R. DE BOTH

     

    Dated
      as
      of November 20, 2005

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     


    TABLE
      OF CONTENTS


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I

               

            	
              DEFINITIONS

               

            	
              1

               

            
	
              ARTICLE
                II

               

            	
              THE
                MERGER

               

            	
              4

               

            
	
              Section
                2.01

               

            	
              The
                Mergers

               

            	
              4

               

            
	
              Section
                2.02

               

            	
              Closing;
                Location; Time

               

            	
              4

               

            
	
              Section
                2.03

               

            	
              Filing
                of Certificates of Merger; Definition of Effective Time

               

            	
              4

               

            
	
              Section
                2.04

               

            	
              Effects
                of the Mergers

               

            	
              4

               

            
	
              Section
                2.05

               

            	
              Further
                Assurances

               

            	
              4

               

            
	
              Section
                2.06

               

            	
              Certificate
                of Incorporation and Bylaws of the Surviving Corporations

               

            	
              5

               

            
	
              Section
                2.07

               

            	
              Directors
                of the Surviving Corporations

               

            	
              5

               

            
	
              Section
                2.08

               

            	
              Officers
                of the Surviving Corporations

               

            	
              5

               

            
	
              ARTICLE
                III

               

            	
              MERGER
                CONSIDERATION/PURCHASE PRICE; ADJUSTMENT AND DELIVERY OF MERGER
                CONSIDERATION/PURCHASE PRICE

               

            	
              5

               

            
	
              Section
                3.01

               

            	
              Consideration/Purchase
                Price

               

            	
              5

               

            
	
              Section
                3.02

               

            	
              Delivery
                of the Purchase Price

               

            	
              5

               

            
	
              Section
                3.03

               

            	
              Adjustment
                to the Merger Consideration/Purchase Price

               

            	
              6

               

            
	
              Section
                3.04

               

            	
              Delivery
                of the MMIS Certificates

               

            	
              7

               

            
	
              Section
                3.05

               

            	
              Withholding
                Rights

               

            	
              7

               

            
	
              Section
                3.06

               

            	
              No
                Further Ownership Rights in MMIS Common Stock after the Effective
                Time

               

            	
              8

               

            
	
              Section
                3.07

               

            	
              Options

               

            	
              8

               

            
	
              Section
                3.08

               

            	
              Employee
                Compensation

               

            	
              8

               

            
	
              Section
                3.09

               

            	
              Tax
                Treatment

               

            	
              8

               

            
	
              ARTICLE
                IV

               

            	
              EFFECT
                OF THE MERGERS ON THE CAPITAL STOCK OF THE SUBS

               

            	
              8

               

            
	
              Section
                4.01

               

            	
              Effect
                of Mergers on Common Stock

               

            	
              8

               

            
	
              ARTICLE
                V

               

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE SHAREHOLDER AND DE BOTH

               

            	
              9

               

            
	
              Section
                5.01

               

            	
              Organization,
                Standing and Power

               

            	
              9

               

            
	
              Section
                5.02

               

            	
              Certificate
                of Incorporation; Bylaws

               

            	
              9

               

            
	
              Section
                5.03

               

            	
              MMIS
                has No Subsidiaries and Owns No Equity Interests in Any
                Person

               

            	
              9

               

            
	
              Section
                5.04

               

            	
              Ownership
                of Shareholder

               

            	
              9

               

            


      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      TABLE
        OF CONTENTS

      (continued)

       

      
        	 	 	
                Page

              
	 	 


      

       

      
        	
                Section
                  5.05

                 

              	
                The
                  Shareholder and MMIS Approve and Adopt this Agreement

                 

              	
                10

                 

              
	
                Section
                  5.06

                 

              	
                MMIS
                  has Authority to Enter Into this Agreement and Engage in the
                  Transactions

                 

              	
                10

                 

              
	
                Section
                  5.07

                 

              	
                MMIS
                  and the Shareholder have Validly Executed and Delivered this
                  Agreement

                 

              	
                10

                 

              
	
                Section
                  5.08

                 

              	
                Capital
                  Structure

                 

              	
                10

                 

              
	
                Section
                  5.09

                 

              	
                Financial
                  Statements

                 

              	
                12

                 

              
	
                Section
                  5.10

                 

              	
                No
                  Conflicts

                 

              	
                12

                 

              
	
                Section
                  5.11

                 

              	
                No
                  Governmental Entity Consents

                 

              	
                12

                 

              
	
                Section
                  5.12

                 

              	
                Brokers

                 

              	
                13

                 

              
	
                Section
                  5.13

                 

              	
                Absence
                  of Certain Changes or Events

                 

              	
                13

                 

              
	
                Section
                  5.14

                 

              	
                Material
                  Contracts

                 

              	
                14

                 

              
	
                Section
                  5.15

                 

              	
                Taxes.

                 

              	
                15

                 

              
	
                Section
                  5.16

                 

              	
                Affiliate
                  Transactions

                 

              	
                16

                 

              
	
                Section
                  5.17

                 

              	
                Banking
                  Relationships

                 

              	
                16

                 

              
	
                Section
                  5.18

                 

              	
                Title
                  to Properties

                 

              	
                16

                 

              
	
                Section
                  5.19

                 

              	
                Intellectual
                  Property

                 

              	
                16

                 

              
	
                Section
                  5.20

                 

              	
                Employee
                  Benefit Plans

                 

              	
                18

                 

              
	
                Section
                  5.21

                 

              	
                Litigation

                 

              	
                20

                 

              
	
                Section
                  5.22

                 

              	
                Compliance
                  with Applicable Laws

                 

              	
                20

                 

              
	
                Section
                  5.23

                 

              	
                Permits

                 

              	
                21

                 

              
	
                Section
                  5.24

                 

              	
                Environmental
                  Matters

                 

              	
                21

                 

              
	
                Section
                  5.25

                 

              	
                Insurance

                 

              	
                21

                 

              
	
                Section
                  5.26

                 

              	
                Certain
                  Payments

                 

              	
                21

                 

              
	
                Section
                  5.27

                 

              	
                Warn
                  Act

                 

              	
                22

                 

              
	
                Section
                  5.28

                 

              	
                Virchow,
                  Krause

                 

              	
                22

                 

              
	
                Section
                  5.29

                 

              	
                Severance
                  and Termination Pay

                 

              	
                22

                 

              
	
                ARTICLE
                  VI

                 

              	
                REPRESENTATIONS
                  AND WARRANTIES OF BANKRATE AND SUBS

                 

              	
                22

                 

              
	
                Section
                  6.01

                 

              	
                Organization,
                  Standing and Power

                 

              	
                22

                 

              
	
                Section
                  6.02

                 

              	
                Subs

                 

              	
                22

                 

              
	
                Section
                  6.03

                 

              	
                Bankrate
                  and the Subs have Authority to Enter Into this Agreement and Engage
                  in the
                  Transactions

                 

              	
                23

                 

              


         

        
          
             

          

          
             

            
              

            

          

          
             

          

           

          
            TABLE
              OF CONTENTS

            (continued)

             

            
              	 	 	
                      Page

                    
	 	 


            

          

        

        
          	
                  Section
                    6.04

                   

                	
                  Bankrate
                    and the Subs have Validly Executed and Delivered this
                    Agreement

                   

                	
                  23

                   

                
	
                  Section
                    6.05

                   

                	
                  No
                    Conflicts

                   

                	
                  23

                   

                
	
                  Section
                    6.06

                   

                	
                  No
                    Governmental Entity Consents are Necessary

                   

                	
                  23

                   

                
	
                  Section
                    6.07

                   

                	
                  Brokers

                   

                	
                  24

                   

                
	
                  Section
                    6.08

                   

                	
                  Free
                    Cash

                   

                	
                  24

                   

                
	
                  Section
                    6.09

                   

                	
                  Employee
                    Benefits

                   

                	
                  24

                   

                
	
                  ARTICLE
                    VII

                   

                	
                  COVENANTS
                    RELATING TO CONDUCT OF BUSINESS; NO DISCUSSIONS WITH OTHERS;
                    ACCESS TO
                    INFORMATION; AND EFFORTS TO CONSUMMATE THE TRANSACTIONS; HIRING
                    OF
                    EMPLOYEES; REGULATION S-X; TRANSITION SERVICES; TAX MATTERS

                   

                	
                  24

                
	
                  Section
                    7.01

                   

                	
                  Conduct
                    of Business of MMIS

                   

                	
                  24

                   

                
	
                  Section
                    7.02

                   

                	
                  Conduct
                    of Business of Bankrate

                   

                	
                  26

                   

                
	
                  Section
                    7.03

                   

                	
                  No
                    Discussions with Others

                   

                	
                  26

                   

                
	
                  Section
                    7.04

                   

                	
                  Voting

                   

                	
                  27

                   

                
	
                  Section
                    7.05

                   

                	
                  Access
                    to Information; Confidentiality

                   

                	
                  27

                   

                
	
                  Section
                    7.06

                   

                	
                  Commercially
                    Reasonable Efforts; Notification

                   

                	
                  27

                   

                
	
                  Section
                    7.07

                   

                	
                  Restrictive
                    Covenants

                   

                	
                  28

                   

                
	
                  Section
                    7.08

                   

                	
                  Financial
                    Statements Required by Regulation S-X

                   

                	
                  29

                   

                
	
                  Section
                    7.09

                   

                	
                  Transition
                    Services; Office Space

                   

                	
                  30

                   

                
	
                  Section
                    7.10

                   

                	
                  Tax
                    Matters

                   

                	
                  31

                   

                
	
                  ARTICLE
                    VIII

                   

                	
                  INDEMNIFICATION

                   

                	
                  32

                   

                
	
                  Section
                    8.01

                   

                	
                  Indemnification

                   

                	
                  32

                   

                
	
                  ARTICLE
                    IX

                   

                	
                  CONDITIONS
                    PRECEDENT TO CLOSING

                   

                	
                  36

                   

                
	
                  Section
                    9.01

                   

                	
                  Conditions
                    to Each Party’s Obligation To Effect The Mergers

                   

                	
                  36

                   

                
	
                  Section
                    9.02

                   

                	
                  Conditions
                    to Obligations of Bankrate and the Subs To Effect The Mergers

                   

                	
                  37

                   

                
	
                  Section
                    9.03

                   

                	
                  Conditions
                    to Obligations of MMIS To Effect The Mergers

                   

                	
                  39

                   

                
	
                  Section
                    9.04

                   

                	
                  Closing
                    Conditions

                   

                	
                  39

                   

                
	
                  ARTICLE
                    X

                   

                	
                  TERMINATION

                   

                	
                  39

                   

                
	
                  Section
                    10.01

                   

                	
                  Termination

                   

                	
                  39

                   

                
	
                  Section
                    10.02

                   

                	
                  Failure
                    to Close Due to Governmental Approvals

                   

                	
                  40

                   

                
	
                  Section
                    10.03

                   

                	
                  Failure
                    to Perform; Break Up Fee

                   

                	
                  40

                   

                


           

          
            
               

            

            
               

              
                

              

            

            
               

            

             

            
              TABLE
                OF CONTENTS

              (continued)

               

              
                	 	 	
                        Page

                      
	 	 


              

            

          

          
            	
                    Section
                      10.04

                     

                  	
                    Effect
                      of Termination

                     

                  	
                    41

                     

                  
	
                    ARTICLE
                      XI

                     

                  	
                    GENERAL
                      PROVISIONS

                     

                  	
                    41

                     

                  
	
                    Section
                      11.01

                     

                  	
                    Notices

                     

                  	
                    41

                     

                  
	
                    Section
                      11.02

                     

                  	
                    Fees
                      and Expenses

                     

                  	
                    42

                     

                  
	
                    Section
                      11.03

                     

                  	
                    Interpretation

                     

                  	
                    42

                     

                  
	
                    Section
                      11.04

                     

                  	
                    Severability

                     

                  	
                    42

                     

                  
	
                    Section
                      11.05

                     

                  	
                    Public
                      Announcements

                     

                  	
                    43

                     

                  
	
                    Section
                      11.06

                     

                  	
                    Transfer
                      Taxes

                     

                  	
                    43

                     

                  
	
                    Section
                      11.07

                     

                  	
                    Shareholder
                      Litigation

                     

                  	
                    43

                     

                  
	
                    Section
                      11.08

                     

                  	
                    Counterparts

                     

                  	
                    43

                     

                  
	
                    Section
                      11.09

                     

                  	
                    Amendment

                     

                  	
                    43

                     

                  
	
                    Section
                      11.10

                     

                  	
                    Extension:
                      Waiver

                     

                  	
                    43

                     

                  
	
                    Section
                      11.11

                     

                  	
                    Assignment;
                      Binding Effect

                     

                  	
                    44

                     

                  
	
                    Section
                      11.12

                     

                  	
                    No
                      Third-Party Beneficiaries

                     

                  	
                    44

                     

                  
	
                    Section
                      11.13

                     

                  	
                    Specific
                      Performance

                     

                  	
                    44

                     

                  
	
                    Section
                      11.14

                     

                  	
                    Governing
                      Law

                     

                  	
                    44

                     

                  
	
                    Section
                      11.15

                     

                  	
                    Enforcement
                      Jurisdiction

                     

                  	
                    44

                     

                  
	
                    Section
                      11.16

                     

                  	
                    Arbitration

                     

                  	
                    45

                     

                  
	
                    Section
                      11.17

                     

                  	
                    JURY
                      WAIVER

                     

                  	
                    46

                     

                  
	
                    Section
                      11.18

                     

                  	
                    Bankrate’s
                      Right to Conduct Other Activities

                     

                  	
                    46

                     

                  
	
                    Section
                      11.19

                     

                  	
                    Entire
                      Agreement; No Third-Party Beneficiaries

                     

                  	
                    46

                     

                  


          

        

      

    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    This AGREEMENT
      AND PLAN OF MERGER
      (this
      "Agreement")
      is
      made and entered into as of November 20, 2005, by and among: (i) BANKRATE,
      INC.,
      a Florida corporation ("Bankrate"),
      (ii)
[SUB1],
      an
      Illinois corporation and a wholly owned subsidiary of Bankrate ("Sub1")
      and
[SUB2],
      an
      Illinois corporation and a wholly owned subsidiary of Bankrate (“Sub2”
      and
      collectively with Sub1, the “Subs”)1 ,
      (iii)
MORTGAGE
      MARKET INFORMATION SERVICES, INC.,
      an
      Illinois corporation, and INTEREST.COM, INC., an Illinois corporation
      (collectively, "MMIS"),
      (iv)
      SCARLETT ENTERPRISES, LTD., an Illinois corporation (the "Shareholder")
      and
      (v) JAMES R. DE BOTH ("De
      Both").
      

     

    Capitalized
      terms used in this Agreement, to the extent not defined in the text of the
      Agreement, shall have the meaning set forth in Article
      I
      of this
      Agreement.

     

    RECITALS:

     

    A. Bankrate,
      each of the Subs, MMIS, the Shareholder and De Both desire that Sub1 merge
      with
      and into Mortgage Market Information Services, Inc. and Sub2 merge with and
      into
      Interest.com, Inc. (the "Mergers")
      and
      consummate the other transactions contemplated by this Agreement (the Mergers
      together with such other transactions shall collectively be referred to as
      the
      "Transactions")
      on the
      terms and subject to the conditions set forth in this Agreement.

     

    B. MMIS
      and
      the Shareholder (i) determined that the Mergers and the Transactions are fair
      to
      and in the best interests of MMIS and the Shareholder and (ii) have each
      approved this Agreement and the Transactions.

     

    C. Bankrate,
      Sub1 and Sub2 have each approved this Agreement and the
      Transactions.

     

    D. Bankrate,
      Sub1, Sub2 , MMIS, the Shareholder and De Both desire to make certain
      representations, warranties, covenants and agreements in connection with the
      Transactions and also to prescribe various conditions to the consummation of
      the
      Transactions.

     

    NOW,
      THEREFORE,
      in
      consideration of the representations, warranties, covenants and agreements
      contained in this Agreement, and intending to be legally bound hereby, Bankrate,
      Sub1, Sub2, MMIS, the Shareholder and De Both agree as follows:

     

     

    ARTICLE
      I

    DEFINITIONS

     

    As
      used
      in this Agreement, the following terms have the meanings set forth
      below:

     

    "Affiliate"
      of any
      Person means another Person that directly or indirectly, through one or more
      intermediaries, controls, is controlled by, or is under common control with,
      such first Person.

     

    "Bankrate
      Material Adverse Effect"
      means
      (i) a material adverse effect on the ability of Bankrate, Sub1 or Sub2 to
      perform its obligations under this Agreement or (ii) a material adverse effect
      on the ability of Bankrate, Sub1 or Sub2 to consummate the
      Transactions.

     

    
      
        

      

    

    1
      The Subs
      are Illinois corporations in the process of being formed, shall be obligated
      under this Agreement once formed and are permitted to sign this Agreement after
      the other parties to this Agreement but prior to the
      Closing.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

       

    

    "Code"
      means
      the United States Internal Revenue Code of 1986, as amended.

     

    "Closing"
      means
      the filing/approval of the last state to approve the mergers contemplated by
      this Agreement.

     

    "Closing
      Date"
      means
      the date on which the Closing occurs.

     

    "Date
      of the Notice of Claim"
      means
      the date that the Notice of Claim is deemed delivered pursuant to Article
      VIII.

     

    "Effective
      Time"
      as to
      each planned merger means the time that Merger becomes effective.

     

    "Employment
      Loss"
      means
      (i) an employment termination, other than a discharge for cause, voluntary
      departure, or retirement, (ii) a layoff exceeding six (6) months or (iii) a
      reduction in hours of work of more than fifty percent (50%).

     

    “Equity”means
      (a)
      the sum of all assets minus
      (b) the
      sum of all liabilities.

     

    "Intellectual
      Property" means
      any
      or all of the following and all rights in, arising out of, or associated
      therewith: (i) all United States, international and foreign patents and
      applications therefor and all reissues, divisions, renewals, extensions,
      provisionals, continuations and continuations-in-part thereof; (ii) all
      inventions (whether patentable or not), invention disclosures, improvements,
      trade secrets, proprietary information, know how, technology, technical data
      and
      customer lists, and all documentation relating to any of the foregoing; (iii)
      all copyrights, copyright registrations and applications therefor, and all
      other
      rights corresponding thereto throughout the world; (iv) all industrial designs
      and any registrations and applications therefor throughout the world; (v) all
      trade names, logos, common law trademarks and service marks, trademark and
      service mark registrations and applications therefor throughout the world;
      (vi)
      all databases and data collections and all rights therein throughout the world;
      (vii) all moral rights of authors and inventors, however denominated, throughout
      the world; and (viii) all domain names.

     

    “Interest.com
      Common Stock”
      means
      shares of common stock of Interest.com, Inc., par value $1.00 per
      share.

     

    "Judgment"
      means
      any judgment, order or decree.

     

    "Knowledge"
      of a
      particular fact or other matter, by an individual means the actual knowledge
      of
      such individual; provided,
      that
      Knowledge with respect to the Shareholder means the actual Knowledge of De
      Both
      and Chuck Smilgys.

     

    "Law"
      means
      any statute, law (including common law), ordinance, rule or
      regulation.

     

    "Liens"
      means
      all pledges, liens, charges, mortgages, encumbrances and security interests
      of
      any kind or nature whatsoever.

     

    "MMIS
      Capital Stock"
      means
      all of the issued and outstanding shares of MMIS.

     

    "MMIS
      Certificate(s)"
      means a
      certificate or certificates which immediately prior to the Effective Time
      represented the MMIS Capital Stock.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    "MMIS
      Common Stock"
      means
      the Interest.com Common Stock and the Mortgage Market Information Services
      Common Stock.

     

    "MMIS
      Material Adverse Effect"
      means
      (i) any change, effect, event, occurrence or state of facts, or any development
      that, insofar as can reasonably be foreseen, is reasonably likely to result
      in
      any change, effect, event, occurrence or state of facts, that is materially
      adverse to the business, assets, condition (financial or otherwise), or results
      of operations of MMIS, taken as a whole, other than effects relating to (A)
      changes, effects, events, occurrences or circumstances that generally affect
      the
      industries in which MMIS operates, and that do not have a materially
      disproportionate impact on MMIS, taken as a whole, (B) general economic,
      financial or securities market conditions in the United States or elsewhere,
      or
      (C) the announcement of this Agreement or the Transactions, (ii) a material
      adverse effect on the ability of MMIS to perform its obligations under this
      Agreement or (iii) a material adverse effect on the ability of MMIS to
      consummate the Transactions.

     

    "Mortgage
      Market Information Services Common Stock"
      means
      shares of common stock of Mortgage Market Information Services, Inc., no par
      value per share.

     

    "Options"
      shall
      mean options representing the right to acquire MMIS Common Stock.

     

    "Person"
      means
      any individual, firm, corporation, partnership, company, limited liability
      company, trust, joint venture, association, Governmental Entity (as defined
      in
Section
      5.11
      hereof)
      or other entity.

     

    "Registered
      Intellectual Property" means
      all
      United States, international and foreign: (i) patents and patent applications
      (including provisional applications) listed on Section
      5.19(F)
      of the
      Disclosure Schedule and (ii) registered trademarks, applications to register
      trademarks, intent-to-use applications, or other registrations or applications
      related to trademarks listed on Section
      5.19(F)
      of the
      Disclosure Schedule.

     

    "Return"
      means
      all Federal, state, local, provincial and foreign Tax returns, declarations,
      statements, reports, schedules, forms and information returns and any amended
      Tax return relating to Taxes.

     

    "Subsidiary"
      of any
      Person means another Person, an amount of the voting securities, other voting
      ownership or voting partnership interests of which is sufficient to elect at
      least a majority of its board of directors or other governing body (or, if
      there
      are no such voting interests, 50% or more of the equity interests of which)
      is
      owned directly or indirectly by such Person. 

     

    “Subs”
      shall
      mean Sub1 and Sub2.

     

    "Taxes"
      means
      all forms of taxation, whenever created or imposed, and whether of the United
      States or elsewhere, and whether imposed by a local, municipal, governmental,
      state, foreign, Federal or other Governmental Entity, or in connection with
      any
      agreement with respect to Taxes, including all interest, penalties and additions
      imposed with respect to such amounts.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    ARTICLE
      II

    THE
      MERGER 

     

    Section
      2.01  The
      Mergers.
      Upon
      the terms and subject to the conditions set forth in this Agreement, and in
      accordance with the corporate laws of the applicable State (the "Corporate
      Law"),
      at
      the Effective Time (A) Sub1 shall be merged with and into Mortgage Market
      Information Services, Inc., (B) Sub2 shall be merged with and into Interest.com,
      (C) the separate corporate existence of Sub1 and Sub2 shall thereupon cease
      and
      (C) Mortgage Market Information Services, Inc. shall be the surviving
      corporation of the merger with Sub1 and Interest.com shall be the surviving
      corporation of the merger with Sub2 (the "Surviving
      Corporations").
      

     

    Section
      2.02  Closing;
      Location; Time.
      

     

    (A)  Location
      of the Closing.
      The
      Closing shall take place at the offices of Gunster, Yoakley & Stewart, P.A.
      in their West Palm Beach, Florida office.

     

    (B)  Date
      and Time of the Closing.
      The
      Closing shall occur on November 30, 2005, subject only to the satisfaction
      of,
      or waiver by the party entitled to satisfaction of, all conditions precedent
      to
      the Transactions specified in this Agreement.

     

    Section
      2.03  Filing
      of Certificates of Merger; Definition of Effective Time.
      

     

    (A)  Filing
      of Certificates of Merger.
      Prior
      to the Closing, Bankrate shall prepare, and on the Closing Date, or as soon
      as
      practicable thereafter, Bankrate and each entity in MMIS shall file with the
      Secretary of State of the applicable State(s), a Certificate of Merger and
      all
      other documents or recordings required to effectuate the Mergers in accordance
      with the relevant provisions of the Corporate Law (collectively, the
      "Certificates
      of Merger").
      

     

    (B)  Effective
      Time of the Mergers.
      The
      Mergers shall become effective at such time as the Certificates of Merger are
      duly filed or at such later time as Bankrate and the Shareholder shall agree
      and
      specify in the Certificates of Merger.

     

    Section
      2.04  Effects
      of the Mergers.
      The
      Mergers shall have the effects set forth in the Corporate Law. Without limiting
      the generality of the foregoing, at the Effective Time: (A) all of the
      properties, rights, privileges, powers and franchises of MMIS and each of the
      Subs shall vest in the Surviving Corporations; and (B) except as may be
      otherwise provided in this Agreement, all debts, liabilities and duties of
      MMIS
      and each of the Subs shall become the debts, liabilities and duties of the
      Surviving Corporations.

     

    Section
      2.05  Further
      Assurances.
      MMIS
      and the Shareholder agree that if, at any time after the Effective Time,
      Bankrate or the Surviving Corporations believe or are advised that any further
      deeds, assignments or assurances are reasonably necessary or desirable to vest,
      perfect, confirm or continue in the Surviving Corporations, Sub1, Sub2 or
      Bankrate title to any property or any right of MMIS as provided in this
      Agreement, the Shareholder will act with reasonable promptness (with any
      out-of-pocket expense to be paid by Bankrate) to execute and deliver all such
      proper deeds, assignments and assurances and do all other things necessary
      or
      desirable to vest, perfect, confirm or continue title to such property or rights
      in the Surviving Corporations, Sub1 or Sub2 or Bankrate and otherwise to carry
      out the purposes of this Agreement.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    Section
      2.06  Certificate
      of Incorporation and Bylaws of the Surviving
      Corporations.
      

     

    (A)  Certificate
      of Incorporation.
      The
      Certificates of Incorporation of the Surviving Corporations shall be amended
      at
      the Effective Time, without any further action on the part of Bankrate, MMIS
      or
      either of the Subs, and as so amended, such Certificates of Incorporation shall
      be the Certificates of Incorporation of the Surviving Corporations until
      thereafter changed or amended as provided therein or by applicable Law.


     

    (B)  Bylaws.
      The
      Bylaws of the Surviving Corporations shall be amended at the Effective Time
      without any further action on the part of Bankrate, MMIS or any of the
      Subs.

     

    Section
      2.07  Directors
      of the Surviving Corporations.
      Subject
      to requirements of applicable Law, Bankrate shall elect the directors of the
      Surviving Corporations from and after the Effective Time of the
      Mergers.

     

    Section
      2.08  Officers
      of the Surviving Corporations.
      Subject
      to requirements of applicable Law, Bankrate shall elect the officers of the
      Surviving Corporations from and after the Effective Time of the
      Mergers.

     

    ARTICLE
      III

     

    MERGER
      CONSIDERATION/PURCHASE PRICE; ADJUSTMENT AND DELIVERY

     OF
      MERGER CONSIDERATION/PURCHASE PRICE

     

    Section
      3.01  Consideration/Purchase
      Price.
      Subject
      to Section
      3.02
      and
Article
      VIII
      hereof,
      and in consideration of consummating the Transactions, the Shareholder shall
      receive cash in the amount of Thirty Million Dollars ($30,000,000.00) (the
      "Purchase
      Price").
      

     

    Section
      3.02  Delivery
      of the Purchase Price.
      

     

    (A)  Delivery
      of the Purchase Price.
      

     

    (i)  Purchase
      Price Minus Indemnification Escrow Cash Delivered to the
      Shareholder.
      Seven
      (7) days after the Closing, Bankrate shall deliver by wire transfer of same
      day
      funds, to an account designated by the Shareholder, an amount equal to the
      Purchase Price, less the Indemnification Escrow Cash, for the benefit of the
      Shareholder.

     

    (ii)  $3,000,000
      of the Purchase Price Delivered to the Escrow Agent.
      Seven
      (7) days after the Closing, Bankrate shall deliver to a mutually agreed upon
      escrow agent that will consent to jurisdiction and venue for all disputes
      occurring in New York, New York (the "Escrow
      Agent"),
      by
      wire transfer of same day funds, Three Million Dollars ($3,000,000.00) of the
      Purchase Price (the "Indemnification
      Escrow Cash").
      Each
      party agrees not to unreasonably withhold or delay their review and approval
      of
      the Escrow Agent. De Both shall be solely responsible for paying up to the
      first
      Five Thousand Five Hundred Dollars ($5,500) of fees and costs charged by the
      Escrow Agent for serving as Escrow Agent. All other amounts payable to the
      Escrow Agent, if any, shall be shared equally by Bankrate and De Both as more
      specifically set forth in the Escrow Agreement (as defined below). 

     

    (1)  Disbursement
      of the Indemnification Escrow Cash; Escrow Agreement.
      The
      Indemnification Escrow Cash shall be applied and disbursed in accordance with
      the terms and provisions of a mutually agreed upon Escrow Agreement (the
      "Escrow
      Agreement").
      Each
      party agrees not to unreasonably withhold or delay their review and approval
      of
      the Escrow Agreement. 

     

    
      
         

      

      
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    (2)  Investment
      of the Indemnification Escrow Cash.
      The
      Indemnification Escrow Cash shall be invested in a mutually agreed upon low
      risk, interest bearing money market account. Pursuant to the terms of the Escrow
      Agreement, De Both shall be entitled to all interest earned on the
      Indemnification Escrow Cash.

     

    Section
      3.03  Adjustment
      to the Merger Consideration/Purchase Price.

     

    (A)  Draft
      Closing Balance Sheet and Draft Closing Balance Sheet.
      

     

    (i)  Draft
      Closing Balance Sheet.
      Within
      sixty (60) calendar days following the Closing Date, the Shareholder will
      prepare a balance sheet for MMIS (on a combined basis including both entities)
      as of the Closing Date (the "Draft
      Closing Balance Sheet").
      

     

    (ii)  Draft
      Closing Balance Sheet Prepared in Accordance with GAAP and the Draft Closing
      Sheet.
      The
      Draft Closing Balance Sheet shall be prepared in accordance with generally
      accepted accounting principles ("GAAP")
      applied on a basis consistent with that used in preparing MMIS' unaudited
      balance sheet as of September 30, 2005 attached to this Agreement as
Exhibit
      3.03(A)
      (the
      "Pre-Closing
      Balance Sheet").

     

    (iii)  Shareholder's
      Delivery of Draft Closing Balance Sheet and Draft Closing Date
      Equity.
      The
      Shareholder shall deliver the Draft Closing Balance Sheet (and any related
      worksheets, working papers, notes and schedules necessary to understand the
      Draft Closing Balance Sheet) and its calculation of the Equity of MMIS as of
      the
      Closing Date (the "Draft
      Closing Date Equity")
      to
      Bankrate not later than sixty (60) calendar days following the Closing
      Date.

     

    (B)  Review
      by Bankrate and its Accountants.
      Within
      thirty (30) calendar days following the receipt by Bankrate of the Draft Closing
      Balance Sheet (and any related worksheets, working papers, notes and schedules)
      from the Shareholder, Bankrate shall provide to the Shareholder a report
      indicating the Bankrate’s agreement or objections to the Draft Closing Balance
      Sheet and the Draft Closing Date Equity (the "Bankrate
      Report").
      

     

    (C)  Cooperation.
      For
      purposes of preparing the Draft Closing Balance Sheet and during the period
      of
      any dispute referred to in Section
      3.03(D)
      below,
      the Surviving Corporations, the Shareholder, Bankrate and their respective
      accountants and representatives shall fully cooperate with each other, and
      provide each other reasonable access to the books, records, facilities and
      employees of the Surviving Corporations, insofar as each party has possession
      or
      control of the foregoing, in each case to the extent required to enable the
      parties, with the assistance of their respective accountants and
      representatives, to prepare or review the Draft Closing Balance
      Sheet.

     

    (D)  Agreement
      on Closing Balance Sheet.

     

    (i)  Agreement
      of the Parties.
      Within
      fifteen (15) calendar days of the receipt by the Shareholder of the Bankrate
      Report, the Shareholder and Bankrate shall endeavor to agree on any matters
      in
      dispute.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (ii)  Decision
      by Independent Accounting Firm.
      If the
      Shareholder and Bankrate are unable to agree on any matters in dispute within
      fifteen (15) calendar days after receipt of the MMIS Report, the matters in
      dispute will be submitted for resolution to an independent accounting firm
      mutually agreed upon by Bankrate and MMIS, such agreement not be unreasonably
      withheld or delayed by either Bankrate or MMIS (the "Independent
      Accounting Firm"),
      to
      make a final determination in accordance with the guidelines and procedures
      set
      forth in this Agreement. The Shareholder and Bankrate shall instruct the
      Independent Accounting Firm to not assign a value to any item in dispute greater
      than the greatest value for such item assigned by the Shareholder, on the one
      hand, or Bankrate, on the other hand, or less than the smallest value for such
      item assigned by the Shareholder, on the one hand, or Bankrate, on the other
      hand. The Shareholder and Bankrate shall also instruct the Independent
      Accounting Firm to make its determination based solely on presentations by
      the
      Shareholder and Bankrate which are in accordance with the guidelines and
      procedures set forth in this Agreement (i.e., not on the basis of an independent
      review). Within thirty (30) calendar days of such submission, the Independent
      Accounting Firm shall determine and issue a written report to Bankrate and
      the
      Shareholder. Bankrate and the Shareholder shall cooperate with each other and
      each other's representatives to enable the Independent Accounting Firm to render
      a decision as promptly as possible.

     

    (iii)  Fees.
      The
      fees and disbursements of the Independent Accounting Firm shall be billed to
      Bankrate; provided, however, each of the Shareholder and Bankrate shall be
      responsible for paying such fees in inverse proportion as they prevail on
      matters decided by the Independent Accounting Firm, which proportionate
      allocations shall also be determined by the Independent Accounting Firm, as
      arbitrators, at the time such determination of the Independent Accounting Firm
      is rendered on the submitted dispute(s). All amounts owed by the Shareholder
      pursuant to this Section
      3.03(D)(iii)
      to
      Bankrate shall be included in the Purchase Price adjustment set forth in
Section
      3.03(E).

     

    (iv)  Closing
      Balance Sheet.
      The
      balance sheet incorporating the resolution of matters in dispute (if any) is
      referred to as the "Closing
      Balance Sheet".
      The
      adjustment to the Purchase Price pursuant to Section
      3.03(E),
      based
      on the Closing Balance Sheet (the "Purchase
      Price Adjustment"),
      shall
      have the legal effect of an arbitral award and shall be final, binding and
      conclusive on the parties to this Agreement.

     

    (E)  Purchase
      Price Adjustment Based on Closing Date Equity.
      

     

    (i)  Adjustment
      if the Closing Date Equity is Greater than Zero.
      If the
      Equity of MMIS, as disclosed in the Closing Balance Sheet (the "Closing
      Date Equity"),
      is
greater
      than
      zero, then (a) the Purchase Price shall be increased by the amount of such
      Equity and (b) Bankrate shall immediately pay such amount to the
      Shareholder.

     

    (ii)  Adjustment
      if the Closing Date Equity is Less than Zero.
      If the
      Closing Date Equity is less
      than
      zero, then (a) the Purchase Price shall be decreased by the amount of such
      Equity deficit and (b) the Shareholder shall immediately pay to Bankrate such
      Equity deficit.

     

    Section
      3.04  Delivery
      of the MMIS Certificates.
      At the
      Closing, the Shareholder shall deliver to Bankrate the MMIS Certificate(s)
      of
      the Shareholder, duly endorsed by the Shareholder.

     

    Section
      3.05  Withholding
      Rights.
      Bankrate and the Subs shall be entitled to deduct and withhold from the
      consideration otherwise payable to the Shareholder pursuant to this Agreement
      such amounts as may be required to be deducted and withheld with respect to
      the
      making of such payment under the Code, or under any provision of state, local
      or
      foreign tax Law. If Bankrate or the Subs, as the case may be, withholds amounts
      in accordance with this Section
      3.05,
      such
      amounts shall be treated for all purposes of this Agreement as having been
      paid
      to the Shareholder.

     

    
      
         

      

      
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    Section
      3.06  No
      Further Ownership Rights in MMIS Common Stock after the Effective
      Time.
      The
      Purchase Price paid in accordance with the terms of this Article
      III
      upon
      sale of any MMIS Common Stock shall be deemed to have been paid in full
      satisfaction of all rights pertaining to such MMIS Common Stock. After the
      Effective Time, there shall be no registration of transfers on the MMIS Common
      Stock transfer books that were outstanding immediately prior to the Effective
      Time. 

     

    Section
      3.07  Options.
      MMIS
      shall take all actions necessary to ensure that MMIS will not, at the time
      of
      the Closing, be bound by any Options, warrants, rights, convertible or
      exchangeable securities, "phantom" stock rights, “stock appreciation rights”,
      stock-based performance units or other rights or agreements which would entitle
      any Person, other than Bankrate and the Subs, to own any ownership interests
      of
      MMIS or to receive any payment in respect thereof at any time after the Closing
      Date.  

     

    Section
      3.08  Employee
      Compensation.
      MMIS
      shall pay all compensation and benefits payable to the employees of MMIS as
      of
      the Closing Date and its pro
      rata share
      (based on the number of days in the relevant bonus period elapsed as of the
      Closing Date) of all 2005 bonuses disclosed in the Disclosure Schedule delivered
      as of the date of this Agreement; provided, however, that Bankrate’s total
pro
      rata
      share
      for the portion of 2005 remaining after the Closing Date shall not exceed
      $12,500 for all employees. Except as set forth in the preceding sentence, De
      Both and the Shareholder shall promptly reimburse Bankrate or the Subs for
      any
      amounts payable to employees of MMIS following the Closing based in part on
      services provided prior to the Closing in accordance with compensation plans
      or
      programs implemented by MMIS prior to the Closing.

     

    Section
      3.09  Tax
      Treatment.  For
      federal income tax purposes, Bankrate and the Shareholder shall treat the
      Mergers as a transfer of the assets of MMIS by the Shareholder to Bankrate
      in
      accordance with Treasury Regulations Section 1.1361-5. 

     

    ARTICLE
      IV

    EFFECT
      OF THE MERGERS ON THE CAPITAL STOCK OF THE SUBS

     

    Section
      4.01  Effect
      of Mergers on Common Stock.
      At the
      Effective Time, as a result of the Mergers and without any further action on
      the
      part of Bankrate, the Subs, MMIS or the Shareholder:

     

    (A)  Common
      Stock of Subs Converts to Surviving Corporations Common Stock.
      Each
      issued and outstanding share of common stock, par value $0.01 per share, of
      each
      of the Subs (the "Sub
      Common Stock")
      shall
      be converted into and become one (1) fully paid and nonassessable share of
      common stock, par value $0.01 per share, of the associated Surviving Corporation
      (the "Surviving
      Corporations Common Stock").
      Each
      stock certificate of Sub Common Stock shall evidence ownership of such shares
      of
      the associated Surviving Corporation’s Common Stock.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    (B)  Cancellation
      of MMIS Treasury Stock.
      As of
      the Effective Time, all shares of each constituent of the MMIS Capital Stock
      that are owned by such constituent, if any, shall
      automatically be canceled and shall cease to exist. No cash or other
      consideration shall be delivered or deliverable in exchange for such MMIS
      Capital Stock.

     

    (C)  Cancellation
      of MMIS Capital Stock.
      As of
      the Effective Time, the Shareholder shall cease to have any rights with respect
      to the MMIS Capital Stock, except the right to receive the Purchase Price in
      accordance with Article
      III.

     

    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF THE SHAREHOLDER AND DE BOTH

     

    Except
      as
      set forth in the Disclosure Schedule delivered by the Shareholder to Bankrate
      contemporaneously with the execution of this Agreement (the “Disclosure
      Schedule”),
      the
      Shareholder and De Both, jointly and severally, represent and warrant to
      Bankrate and the Subs as follows.

     

    Section
      5.01  Organization,
      Standing and Power.
      Each
      constituent entity of MMIS is duly organized, validly existing and in good
      standing under the laws of the jurisdiction in which it is organized and has
      full corporate power and authority and possesses all governmental franchises,
      licenses, permits, authorizations and approvals necessary to enable it to own,
      lease or otherwise hold its properties and assets and to conduct its businesses
      as presently conducted. Each constituent entity of MMIS is duly qualified to
      do
      business in each jurisdiction where the nature of its business or the ownership
      or leasing of its properties makes such qualification necessary, except as
      any
      such failure to be so qualified would not have a MMIS Material Adverse Effect.
      

     

    Section
      5.02  Certificate
      of Incorporation; Bylaws.
      Exhibit
      5.02(A)
      is a
      true and complete copy of the Certificate of Incorporation of each constituent
      entity of MMIS, as amended to the date of this Agreement (as so amended, the
      "MMIS
      Certificates of Incorporation").
      Exhibit
      5.02(B)
      is a
      true and complete copy of the Bylaws of each constituent entity of MMIS, as
      amended to the date of this Agreement (as so amended, the "MMIS
      Bylaws").
      MMIS
      is not in violation of any of the provisions of the MMIS Certificates of
      Incorporation or the MMIS Bylaws.

     

    Section
      5.03  MMIS
      has No Subsidiaries and Owns No Equity Interests in Any
      Person.
      MMIS
      has never had nor does it currently have any Subsidiaries, nor has MMIS owned
      or
      does it currently own, directly or indirectly, any capital stock, membership
      interest, partnership interest, joint venture interest or other equity interest
      in any Person.

     

    Section
      5.04  Ownership
      of Shareholder.
      As of
      the Closing Date, the Shareholder shall:

     

    (A)  have
      good
      and marketable title to and own, beneficially and of record, One Hundred Percent
      (100%) of the MMIS Capital Stock;

     

    (B)  own
      the
      MMIS Capital Stock free and clear of all Liens of any nature whatsoever;
      and

     

    (C)  have
      full
      voting power over all of the MMIS Capital Stock, subject to no proxy, voting
      trust or other agreement relating to the voting of any of the shares of MMIS
      Capital Stock.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    Other
      than this Agreement, there is no agreement between MMIS or the Shareholder
      and
      any other Person with respect to the disposition, pledge or hypothecation of
      any
      of the shares of the MMIS Capital Stock or otherwise relating to the MMIS
      Capital Stock.

     

    Section
      5.05  The
      Shareholder and MMIS Approve and Adopt this Agreement.
      The
      Shareholder's approval and adoption, and the approval and adoption by the
      respective boards of directors of the constituent entities of MMIS, of this
      Agreement and the Transactions are the only actions required to approve and
      adopt this Agreement and the Transactions by the Shareholder and MMIS.


     

    Section
      5.06  MMIS
      has Authority to Enter Into this Agreement and Engage in the
      Transactions.
      The
      execution, delivery and performance by MMIS of this Agreement and the ancillary
      agreements to be entered into by MMIS pursuant to the terms of this Agreement
      (the "Ancillary
      Agreements"),
      and
      the consummation by MMIS of the Transactions: (A) are within the requisite
      corporate powers of each constituent of MMIS; (B) not in contravention of the
      terms of the MMIS Certificates of Incorporation and the MMIS Bylaws; and (C)
      have been duly authorized and approved by the relevant boards of directors
      and
      the Shareholder. No other proceedings on the part of the constituent entities
      of
      MMIS are necessary to authorize the execution, delivery and performance by
      MMIS
      of this Agreement, the Ancillary Agreements and the Transactions. 

     

    Section
      5.07  MMIS
      and the Shareholder have Validly Executed and Delivered this
      Agreement.
      An
      authorized officer of each constituent entity of MMIS and the Shareholder have
      each duly executed and delivered this Agreement, and the Ancillary Agreements
      to
      be entered into by MMIS or the Shareholder pursuant to the terms of this
      Agreement shall have been duly and validly executed and delivered by an
      authorized officer of each constituent entity of MMIS or the Shareholder, as
      applicable. This Agreement constitutes, and upon their execution and delivery,
      such Ancillary Agreements will constitute, the legal, valid and binding
      obligation, of MMIS or the Shareholder, as applicable, enforceable against
      MMIS
      or the Shareholder in accordance with their respective terms, except as such
      enforceability may be limited by the laws of general application relating to
      bankruptcy, insolvency and the relief of debtors and rules of law governing
      specific performance, injunctive relief or other equitable remedies.


     

    Section
      5.08  Capital
      Structure.
      

     

    (A)  Breakdown
      of Authorized Capital Stock.
      The
      authorized capital stock of Mortgage Market Information Services Inc. consists
      of 1000 shares of MMIS Common Stock which, as of the date of this Agreement:
      

     

    (i)  1000
      shares of Mortgage Market Information Services Common Stock were issued and
      outstanding;

     

    (ii)  no
      shares
      of Mortgage Market Information Services Common Stock were held by MMIS in its
      treasury;

     

    (iii)  no
      shares
      of Mortgage Market Information Services Common Stock were subject to outstanding
      Options; and 

     

    (iv)  no
      additional shares of Mortgage Market Information Services Common Stock were
      reserved for issuance pursuant to MMIS Stock Plans. 

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

       

    

    Except
      as
      set forth in this Subsection
      5.08(A),
      as of
      the date of this Agreement, no shares of MMIS Common Stock or other securities
      of MMIS were issued, reserved for issuance, or outstanding.

     

    (B)  Breakdown
      of Authorized Capital Stock.
      The
      authorized capital stock of Interest.com Inc. consists of 10,000 shares of
      Interest.com Common Stock which, as of the date of this Agreement: 

     

    (i)  1,000
      shares of Interest.com Common Stock were issued and outstanding;

     

    (ii)  no
      shares
      of Interest.com Common Stock were held by MMIS in its treasury;

     

    (iii)  no
      shares
      of Interest.com Common Stock were subject to outstanding Options; and


     

    (iv)  no
      additional shares of Interest.com Common Stock were reserved for issuance
      pursuant to Interest.com Inc. Stock Plans. 

     

    Except
      as
      set forth in this Subsection
      5.08(A),
      as of
      the date of this Agreement, no shares of Interest.com Inc. Common Stock or
      other
      securities of Interest.com Inc. were issued, reserved for issuance, or
      outstanding.

     

    (C)  MMIS
      Common Stock is Validly Issued.
      All
      outstanding shares of the constituent entities of MMIS’ Common Stock, are, and
      all such shares that may be issued prior to the Effective Time will be when
      issued, duly authorized, validly issued, fully paid and nonassessable and not
      subject to or issued in violation of any purchase option, call option, right
      of
      first refusal, preemptive right, subscription right or any similar right under
      any provision of the Corporate Law, MMIS Certificates of Incorporation, MMIS
      Bylaws or any Contract (as defined in Section
      5.10(B))
      to
      which MMIS is a party or otherwise bound.

     

    (D)  No
      Voting MMIS Debt Exists.
      There
      are not any bonds, debentures, notes or other indebtedness of the constituent
      entities of MMIS having the right to vote (or convertible into, or exchangeable
      for, securities having the right to vote) on any matters on which holders of
      MMIS’ constituent entities’ Common Stock may vote ("Voting
      MMIS Debt").
      

     

    (E)  No
      Obligation to Issue Additional Equity or Similar Rights.
      Except
      as set forth above in Sections
      5.08(A)
      and
5.08(B),
      as of
      the date of this Agreement, there are not any Options, warrants, rights,
      convertible or exchangeable securities, "phantom" stock rights, "stock
      appreciation rights", stock-based performance units, commitments, contracts,
      arrangements or undertakings of any kind to which the MMIS entities are a party
      or by which they are bound: 

     

    (i)  obligating
      MMIS’ constituent entities to issue, deliver or sell, or cause to be issued,
      delivered or sold, additional shares of MMIS Capital Stock or other equity
      interests in, or any security convertible or exercisable for or exchangeable
      into any of shares of MMIS Capital Stock or other equity interest in MMIS or
      any
      Voting MMIS Debt, 

     

    (ii)  obligating
      the MMIS entities to issue, grant, extend or enter into any such Options,
      warrant, call, right, security, commitment, contract, arrangement or
      undertaking, or 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

       

    

    (iii)  that
      give
      any Person the right to receive any economic benefit or right similar to or
      derived from the economic benefits and rights occurring to holders of MMIS
      Capital Stock. 

     

    (F)  No
      Obligation to Redeem MMIS Common Stock.
      There
      are not any outstanding contractual obligations of the MMIS entities to
      repurchase, redeem or otherwise acquire any shares of MMIS Common Stock. At
      the
      time of the Closing, and following the consummation of the Mergers, there will
      not be outstanding any rights, warrants, Options or other securities entitling
      the holders thereof to purchase, acquire or otherwise receive any shares of
      MMIS
      Common Stock (or any other securities exercisable for or convertible into such
      shares of MMIS Common Stock).

     

    Section
      5.09  Financial
      Statements.
      To the
      Shareholder’s Knowledge, all financial statements provided by MMIS to Bankrate
      pursuant to this Agreement (the "Financials")
      have
      been derived from the books and records of MMIS, prepared in accordance with
      GAAP and are correct in all material respects. The Financials present fairly
      the
      financial condition and operating results of MMIS as of the dates and during
      the
      periods indicated therein. There has been no change in MMIS accounting policies,
      except as described in the Financials. 

     

    Section
      5.10  No
      Conflicts.
      The
      execution and delivery by MMIS and the Shareholder of this Agreement or any
      of
      the Ancillary Agreements to be entered into by MMIS or the Shareholder pursuant
      to the terms of this Agreement, and the consummation of the Transactions and
      compliance with the terms of this Agreement, will not conflict with or result
      in
      any violation of or default (with or without notice or lapse of time, or both)
      under, or give rise to a right of termination, cancellation or acceleration
      of
      any obligation or to loss of a material benefit under, or to increased,
      additional, accelerated or guaranteed rights or entitlements of any Person
      under, or result in the creation of any Lien upon any of the properties or
      assets of MMIS under, any provision of:

     

    (A)  the
      MMIS
      Certificates of Incorporation or the MMIS Bylaws;

     

    (B)  except
      as
      would not have a MMIS Material Adverse Effect, any Material Contract (as defined
      in Section
      5.14),
      lease,
      license, indenture, note, bond, agreement, permit, concession, franchise or
      other instrument (a "Contract")
      to
      which the Shareholder or MMIS is a party or by which any of their respective
      properties or assets is bound; or 

     

    (C)  any
      Law
      applicable to, or any Judgment specifically naming, De Both, the Shareholder,
      MMIS or their respective properties or assets, subject to the filings and other
      matters referred to in Section
      5.11.

     

    Section
      5.11  No
      Governmental Entity Consents.
      No
      consent, approval, license, permit, order or authorization ("Consent")
      of, or
      registration, declaration or filing with, or permit from, any Federal, state,
      local or foreign government or any court of competent jurisdiction,
      administrative agency or commission or other governmental authority or
      instrumentality, domestic or foreign (a "Governmental
      Entity")
      is
      required to be obtained or made by or with respect to MMIS in connection with
      the execution, delivery and performance of this Agreement or the consummation
      of
      the Transactions, other than:

     

    (A)  the
      filing of the Certificates of Merger with the Secretary of State of the
      applicable State(s) and appropriate documents with the relevant authorities
      of
      the other jurisdictions in which MMIS is qualified to do business, 

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

       

    

    (B)  compliance
      with and such filings as may be required under applicable environmental Laws,
      

     

    (C)  such
      filings as may be required in connection with the Taxes described in
Section
      5.15,
      and


     

    (D)  such
      other items as are set forth in Section
      5.11(D)
      of the
      Disclosure Schedule.

     

    Section
      5.12  Brokers.
      Except
      as set forth in Section
      5.12
      of the
      Disclosure Schedule, no broker, investment banker, financial adviser or other
      Person is entitled to any broker’s, finder’s, financial adviser's or other
      similar fee or commission in connection with the Transactions based upon
      arrangements made by or on behalf of MMIS. The Shareholder shall be solely
      responsible for all such amounts payable.

     

    Section
      5.13  Absence
      of Certain Changes or Events.
      From
      September 30, 2005, to the Closing Date, MMIS has conducted its business only
      in
      the ordinary course. Without limiting the generality of the foregoing, during
      such period there has not, except as has occurred in the ordinary course of
      MMIS’ business, been any:

     

    (A)  event,
      change, effect or development that, individually or in the aggregate, has had
      a
      MMIS Material Adverse Effect;

     

    (B)  declaration,
      setting aside or payment of any dividend or other distribution (whether in
      cash,
      equity or property) with respect to any MMIS Common Stock or any repurchase
      for
      value by MMIS of any MMIS Common Stock;

     

    (C)  split,
      combination or reclassification of any MMIS Capital Stock or any issuance or
      the
      authorization of any issuance of any other securities in respect of, in lieu
      of
      or in substitution for MMIS Capital Stock;

     

    (D)  granting
      of any Options, warrants, calls or rights to acquire any MMIS Capital Stock
      or
      other securities of MMIS;

     

    (E)  (1)
      granting to any employee, executive officer, or manager of MMIS any increase
      in
      compensation, (2) granting to any executive officer or manager of MMIS any
      increase in severance or termination pay, (3) entering into any employment,
      consulting, indemnification, severance or termination agreement, or any other
      Material Contract, with any such executive officer or manager, (4)
      establishment, adoption, entering into or amendment in any material respect
      of
      any collective bargaining agreement or MMIS Benefit Plan (as defined in
Section
      5.20)
      (other
      than amendment required by applicable laws), (5) agreeing to provide any
      severance benefits to any employee, executive officer, or manager of MMIS,
      or
      (6) taking any action to accelerate any rights or benefits, or make any material
      determinations not in the ordinary course of business consistent with prior
      practice, under any collective bargaining agreement or MMIS Benefit
      Plan;

     

    (F)  change
      in
      accounting methods, principles or practices by MMIS materially affecting the
      consolidated assets, liabilities or results of operations of MMIS, except
      insofar as may have been required by a change in GAAP; or

     

    (G)  Contract
      with respect to any acquisition, sale or transfer of any material asset of
      MMIS.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

       

    

    Section
      5.14  Material
      Contracts.
      Except
      for this Agreement and the contracts listed in Section
      5.14
      of the
      Disclosure Schedule (the “Material
      Contracts”),
      MMIS
      is not a party or subject to any of the following (whether oral or in
      writing):

     

    (A)  any
      reseller, marketing, sales representative or similar Contract under which any
      third party is authorized to sell, market or take orders for any of MMIS'
      products or services;

     

    (B)  any
      Contract in which MMIS has granted or received exclusive sales, distribution
      or
      marketing rights, rights of refusal, rights of first negotiation or similar
      rights with respect to any product or service;

     

    (C)  any
      Contract providing for the development of any material technology or
      Intellectual Property rights, independently or jointly, for it, other than
      consultants and contractors of MMIS on MMIS' standard forms for such
      Contracts;

     

    (D)  any
      joint
      venture or partnership Contract, any Contract relating to a limited liability
      company or any other Contract which has involved, or is reasonably expected
      to
      involve, a sharing of revenues, profits, cash flows, expenses or losses by
      it
      with any other party;

     

    (E)  any
      Contract for or relating to the employment or hiring for services of any of
      its
      directors, officers, members or key employees;

     

    (F)  any
      Contract or trust deed encumbering any of its assets or properties, any
      promissory note, any credit line, credit facility, loan agreement or other
      Contract for the borrowing of money pursuant to which it may borrow or loan
      funds, any security agreement encumbering any of its assets or properties,
      any
      security agreement encumbering any asset or property of a third party for its
      benefit, any guarantee by it of any obligation or indebtedness of another party
      or any guarantee of any of its obligations or indebtedness, and any Contract
      for
      a leasing transaction of a type required to be capitalized in accordance with
      Statement of Financial Accounting Standards No. 13 of the Financial Accounting
      Standards Board;

     

    (G)  any
      Contract under which it is lessee of or holds or operates any items of tangible
      personal property or real property owned by any third party and under which
      payments to such third party exceed $10,000.00 per annum, and any Contract
      for
      the sale, purchase or disposition of any real property;

     

    (H)  any
      Contract for the sale, licensing or leasing by or to it of any assets,
      properties, products, services or rights having a value in excess of $10,000.00
      or which is material to MMIS' business;

     

    (I)  any
      Contract or plan (including any Options, warrants, rights, convertible or
      exchangeable securities, "phantom" stock rights, “stock appreciation rights”, or
      stock-based performance units) relating to the sale, issuance, grant, exercise,
      award, purchase, repurchase or redemption of any shares of MMIS Capital Stock
      or
      any Options, warrants, convertible notes or other rights to purchase or
      otherwise acquire any MMIS Capital Stock, other securities or Options, warrants
      or other similar rights;

     

    (J)  any
      Contract pursuant to which MMIS has acquired a material business or entity,
      or
      assets of a business or entity, whether by way of merger, consolidation,
      purchase of stock, purchase of assets, license or otherwise;

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

       

    

    (K)  any
      other
      Contract to which MMIS is a party or by which MMIS or any of MMIS' assets or
      properties are bound (i) that is material to the financial condition and results
      of operations of MMIS taken as a whole or (ii) that involves a future financial
      commitment by it in excess of $10,000; or

     

    (L)  any
      Contract between MMIS and any Governmental Entity or any Permit.

     

    Neither
      MMIS nor, to the Knowledge of De Both, the Shareholder, any of MMIS' constituent
      entities’ executive officers, directors, or managers, or any other party, is in
      material breach or default under any Material Contract.

     

    Section
      5.15  Taxes.
      

     

    (A)  Returns
      are Timely Filed.
      Each
      constituent entity of MMIS has timely filed all Returns relating to Taxes
      required to be filed with any Tax authority, such Returns are true, correct
      and
      complete in all material respects, and each such entity has paid all Taxes
      shown
      to be due on such Returns.

     

    (B)  Withholdings.
      MMIS
      has withheld with respect to its employees all federal and state income Taxes,
      Taxes pursuant to the Federal Insurance Contribution Act ("FICA"),
      Taxes
      pursuant to the Federal Unemployment Tax Act ("FUTA"),
      Taxes
      pursuant to the exercise, deemed exercise, transfer, cancellation or termination
      of the Options, and other Taxes required to be withheld.

     

    (C)  No
      Delinquencies, Deficiencies or Waivers: 

     

    (i)  No
      deficiencies for Taxes have been claimed, proposed or assessed in writing by
      any
      Governmental Entity for which MMIS may have any liability; 

     

    (ii)  There
      are
      no pending or threatened audits, suits, proceedings, actions, investigations
      or
      claims for or relating to any liability in respect of Taxes with respect to
      MMIS; 

     

    (iii)  There
      are
      no matters under discussion by MMIS with any Governmental Entity with respect
      to
      Taxes that may result in an additional amount of Taxes for which MMIS may have
      any liability or which may attach to the assets and properties of MMIS; and
      

     

    (iv)  MMIS
      has
      not waived any statute of limitations in respect of Taxes or agreed to any
      extension of time with respect to a Tax assessment or deficiency.

     

    (D)  No
      Adjustments Proposed.
      No
      adjustment relating to any Returns filed by MMIS has been proposed in writing
      formally or informally by any Tax authority to MMIS or any representative
      thereof that is reasonably likely to be material to MMIS.

     

    (E)  No
      Liability for Unpaid Taxes.
      MMIS
      has no liability for unpaid Taxes which have not been accrued for or adequately
      reserved on the Financials in accordance with GAAP, whether asserted or
      unasserted, contingent or otherwise, which is material to MMIS.

     

    (F)  MMIS
      is Not a USRPHC.
      Since
      its inception, MMIS has not been a "United States real property holding
      corporation," as defined in Section 897(c)(2) of the Code and in Section
      1.897-2(b) of the Regulations.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

       

    

    (G)  No
      Liens for Taxes.
      There
      are no material Liens for Taxes (other than taxes not yet due and payable or
      disputed in good faith or as set forth in Section
      5.15(G)
      of the
      Disclosure Schedule) upon any of the assets of MMIS.

     

    (H)  Subchapter
      S Status.
      Since
      its inception and through the Closing Date, the Shareholder and MMIS have each
      (i) qualified at all times as, and (ii) timely and validly elected to be taxed
      as a "small business corporation" or a qualified Subchapter S subsidiary under
      Subchapter S of the Code. The Shareholder and MMIS have not, in the ten (10)
      years prior to the Closing Date, acquired assets from another corporation in
      a
      transaction in which its tax basis for such assets was determined, in whole
      or
      in part, by reference to the tax basis of such assets (or any other property)
      in
      the hands of the transferor. The Shareholder and MMIS will not be liable for
      any
      tax under Section 1374 of the Code. The Shareholder and MMIS have never owned
      an
      equity interest in any corporation that would cause MMIS not to qualify at
      any
      time as a "qualified" Subchapter S corporation within the meaning of Section
      1361 of the Code.

     

    Section
      5.16  Affiliate
      Transactions.
      Except
      as set forth in Section
      5.16
      of the
      Disclosure Schedule, there are no contracts commitments, agreements, borrowings,
      arrangements or other transactions between either MMIS entity and any (a)
      officer or director of such MMIS entity, (b) record or beneficial owner of
      the
      voting securities of either MMIS entity, or (c) other affiliate of such officer,
      director, Shareholder or beneficial owner of MMIS Capital Stock.

     

    Section
      5.17  Banking
      Relationships.  Section
      5.17
      of the
      Disclosure Schedule sets
      forth the names and locations of all banks, trust companies, savings and loan
      associations and other financial institutions at which MMIS maintains accounts
      of any nature and the names of all Persons authorized to draw thereon or make
      withdrawals therefrom.

     

    Section
      5.18  Title
      to Properties.

     

    (A)  Real
      Property Ownership and Leases.
      MMIS
      does not own any real property interests. Section
      5.18(A)
      of the
      Disclosure Schedule sets
      forth a list of all leases of real property used primarily in the operation
      of
      the MMIS business. MMIS is in material compliance with the terms of such real
      property leases and, to the Knowledge of De Both, the Shareholder and/or any
      of
      MMIS' executive officers, directors or managers, such leases are valid and
      effective in accordance with their respective terms, and there is not, under
      any
      of such leases, any existing default or event of default (or event which with
      notice or lapse of time, or both, would constitute a default) that would give
      rise to a material claim against Bankrate. 

     

    (B)  Valid
      Ownership or Leasehold of Property.
      The
      MMIS entities have good and valid title to, or, in the case of leased properties
      and assets, valid leasehold interests in, all of the material tangible
      properties and assets, real, personal and mixed, used in MMIS' business or
      shown
      on the Financials free and clear of all Liens.

     

    Section
      5.19  Intellectual
      Property.

     

    (A)  MMIS
      Intellectual Property Rights.
      MMIS
      owns, or has a valid right or license to use all Intellectual Property currently
      used in the conduct of MMIS' business (such Intellectual Property being
      collectively referred to as the "MMIS
      Intellectual Property Rights"). "MMIS
      Owned Intellectual Property Rights" means
      MMIS Intellectual Property Rights that are owned or licensed exclusively to
      MMIS. MMIS' Intellectual Property Rights are sufficient in all material respects
      for the conduct of MMIS' business. Notwithstanding the foregoing, to the extent
      that this paragraph is a representation with respect to patents and unregistered
      trademarks, such representations are made only to the Knowledge of De Both
      and/or the Shareholder. 

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    (B)  MMIS'
      Licenses.
      Section
      5.19(B)
      of the
      Disclosure Schedule sets
      forth a list of all licenses, sublicenses and other agreements as to which
      MMIS
      is a party granting to any Person any rights to use any MMIS Intellectual
      Property Right. 

     

    (C)  No
      Restrictions on Use or Licensing of MMIS Owned Intellectual Property
      Rights.
      No MMIS
      Owned Intellectual Property Right is subject to any outstanding judgment,
      injunction, order, decree or agreement specifically naming MMIS (or its
      constituent entities) restricting the use thereof by MMIS or restricting the
      licensing thereof by MMIS to any Person.

     

    (D)  No
      Conflicts with this Agreement and the Transactions.
      Neither
      the execution, delivery and performance of this Agreement, nor the consummation
      of the Transactions, in accordance with their terms will: (i) constitute a
      material breach of or material default under any contract governing any MMIS
      Intellectual Property Right; or (ii) cause any material restriction on MMIS'
      right to use, or the forfeiture or termination of (or give rise to a right
      of
      forfeiture or termination of), any MMIS Intellectual Property
      Right.

     

    (E)  No
      Infringement or Litigation.
      Neither
      the development, marketing, license, sale or distribution of any MMIS' products
      or business method violates any contract between MMIS and any other Person
      or,
      to the Shareholder’s Knowledge, infringes or misappropriates any Intellectual
      Property Right of any third party. To the Shareholder’s Knowledge, there exists
      no unauthorized use, disclosure, infringement or misappropriation of any MMIS
      Intellectual Property Right or any trade secret material of MMIS or any of
      its
      Affiliates. There is no pending or, to the Shareholder’s Knowledge, threatened
      claim or litigation against either MMIS entity contesting the validity,
      ownership or right of MMIS to exercise any MMIS Intellectual Property Right
      or
      to use, develop, manufacture, market, license, sell or distribute any MMIS
      product. MMIS, the Shareholder and/or De Both have not received any written
      or
      oral notice asserting that any MMIS Intellectual Property Right or MMIS product
      or business method conflicts with the rights of any other Person. Nor, to the
      Shareholder’s Knowledge, is there any legitimate and reasonably foreseeable
      basis for any such an assertion.

     

    (F)  Registered
      Intellectual Property.
      Section
      5.19(F)
      of the
      Disclosure Schedule sets
      forth all Registered Intellectual Property. All necessary registration,
      maintenance and renewal fees currently due in connection with Registered
      Intellectual Property have been paid and all necessary documents, recordations
      and certificates in connection with such Registered Intellectual Property have
      been filed with the relevant patent, copyright, trademark or other authorities
      in the United States or foreign jurisdictions as set forth on Section
      5.19(F)
      of the
      Disclosure Schedule. 

     

    (G)  No
      Employee Violations or Assignments.
      MMIS
      has not been notified or otherwise been made aware in writing that any employee
      or consultant of MMIS: (1) is in material violation of any term or covenant
      of
      any employment contract, patent disclosure agreement, invention assignment
      agreement, nondisclosure agreement, non-competition agreement or any other
      contract, agreement, arrangement, commitment or undertaking entered into with
      any other party by virtue of such employee’s or consultant’s being employed by,
      or performing services for, MMIS or using trade secrets or proprietary
      information of others without permission; or (2) has developed any technology,
      software, or other copyrightable, patentable or otherwise proprietary work
      for
      MMIS that is subject to any agreement under which such employee or consultant
      has assigned or otherwise granted to any other Person any rights (including
      Intellectual Property rights) in or to such technology, software or other
      copyrightable, patentable or other proprietary work.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

       

    

    (H)  Assignment
      by Employees to MMIS.
      All
      employees and consultants of MMIS that have materially contributed to the
      development of MMIS Owned Intellectual Property have executed and delivered
      an
      agreement regarding the protection of such proprietary information and the
      assignment of inventions to MMIS.

     

    (I)  Internet
      Domain Names.
      Section
      5.19(I)
      of the
      Disclosure Schedule sets
      forth all Internet domain names used in MMIS' business.

     

    (J)  No
      Royalties or Fees.
      Except
      as set forth in Section
      5.19(J)
      of the
      Disclosure Schedule, there are no royalties, fees or other payments payable
      by
      MMIS to any Person by reason of the ownership, use, sale or disposition of
      any
      MMIS Intellectual Property Rights. 

     

    Section
      5.20  Employee
      Benefit Plans.
      

     

    (A)  MMIS
      Employee Benefit Plans.
      MMIS
      has listed in Section
      5.20
      of the
      Disclosure Schedule, and, in addition thereto, has delivered or made available
      to Bankrate prior to the execution of this Agreement copies (and MMIS and the
      Shareholder will continue to make the same available to Bankrate after execution
      of this Agreement and after the Closing, where necessary) of any and all
      pension, retirement, profit-sharing, deferred compensation, commission plans
      and
      schedules, Options, employee stock ownership, severance pay, vacation, bonus,
      or
      other incentive plan, all other written employee programs, arrangements, or
      agreements, including any employment agreement which may itself contain such
      provisions, all medical, vision, dental, or other health plans, all life
      insurance plans, and all other employee benefit plans or fringe benefit plans,
      including “employee benefit plans” as that term is defined in Section 3(3) of
      the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
      currently adopted, maintained by, participated in, sponsored in whole or in
      part
      by, or contributed to by MMIS or an ERISA Affiliate (as defined below) thereof
      for the benefit of MMIS' or any ERISA Affiliate’s employees, retirees,
      dependents, spouses, directors, independent contractors, or any other
      beneficiaries (collectively “Participants”)
      under
      which such Participants are eligible to participate or receive benefits
      (collectively, the “MMIS
      Benefit Plans”).
      The
      MMIS
      Benefit Plans documents delivered or made available to Bankrate by MMIS include
      true and
      complete copies of each plan, together with any amendments thereto, any trust
      agreements associated with an MMIS
      Benefit Plan,
      together with any amendments thereto, any insurance or annuity contracts with
      respect to any MMIS
      Benefit Plan,
      any
      summary plan descriptions with respect to any MMIS
      Benefit Plan together
      with any amendments thereto, any Internal Revenue Service Forms 5500 (or
      variations thereof) together with any Schedule B and any other attachment
      thereto filed with respect to any MMIS
      Benefit Plan
      (for the
      most recent plan years for which filings have been made), any certified
      actuarial statements (for the most recent plan years for which such statements
      have been prepared) with respect to any MMIS
      Benefit Plan,
      any
      auditor's reports (for the most recent plan years for which reports have been
      issued) with respect to any MMIS
      Benefit Plan,
      any
      agreements or contracts entered into with any third party administrator or
      trustee with respect to any MMIS
      Benefit Plan,
      and any
      agreements or contracts with any investment manager or investment advisor with
      respect to any MMIS
      Benefit Plan.
      Any of
      the MMIS Benefit Plans which is an “employee pension benefit plan,” as that term
      is defined in Section 3(2) of ERISA, is referred to herein as a “MMIS
      ERISA Plan.”
      Each
      MMIS ERISA Plan that is also a “defined benefit plan” (as defined in Section
      414(j) of the Code) is referred to herein as a “MMIS
      Pension Plan.”
      No
      MMIS Pension Plan is or has been a multiemployer plan within the meaning of
      Section 3(37) of ERISA. 

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

       

    

    (B)  Administration
      of MMIS Benefit Plans.
      Except
      as otherwise provided for or disclosed elsewhere in this Agreement, MMIS, its
      agents, the trustees and other MMIS fiduciaries of the MMIS Benefit Plans have,
      at all times, complied in all material respects with the applicable provisions
      of the MMIS Benefit Plans, the Code and ERISA and with all agreements relating
      to the administration of such MMIS Benefit Plans. Except as otherwise provided
      for or disclosed elsewhere in this Agreement, each MMIS Benefit Plan has been
      administered and communicated to the Participants and beneficiaries in all
      material respects in accordance with its provisions, and all required annual
      reports, filings, disclosures, or other communications, which have been required
      to be made to the Participants and beneficiaries, other employees, the IRS,
      the
      U.S. Department of Labor, or any other applicable governmental agency, in
      connection with each Plan, pursuant to the Code, ERISA, or other applicable
      statute or regulation, have been made in a timely manner and no liability has
      been incurred on account of delinquent or incomplete compliance or failure
      to
      comply with such requirements. All amendments and actions required to bring
      the
      MMIS ERISA Plans into conformity with all of the applicable provisions of ERISA
      and other applicable Laws have been made or taken with respect to those
      provisions of ERISA and other applicable Laws for which the time period for
      such
      amendment or actions expired on or before the Closing Date. Any bond required
      with respect to any MMIS Benefit Plan in accordance with applicable provisions
      of ERISA has been obtained and is in full force and effect. Each MMIS ERISA
      Plan, which is intended to be qualified under Section 401(a) of the Code has
      heretofore received a favorable determination letter from the Internal Revenue
      Service, and neither MMIS nor any ERISA Affiliate is aware of any circumstances
      likely to result in revocation of any such favorable determination letter(s).
      

     

    (C)  Other
      Representations and Warranties Regarding MMIS Benefit Plans.
      Except
      as disclosed in Section
      5.20(C)
      of the
      Disclosure Schedule:

     

    (i)  To
      the
      Shareholder’s Knowledge, there are no actions, suits, investigations,
      arbitrations, or proceedings pending against any MMIS Benefit Plan, against
      the
      assets of any of the trusts under such plans or the plan sponsor or the plan
      administrator or against any agent or fiduciary of any MMIS Benefit Plan with
      respect to the operation of such plans (other than routine benefit
      claims);

     

    (ii)  Neither
      MMIS nor any ERISA Affiliate or any disqualified person (as defined in Section
      4975 of the Code) have engaged in a transaction with respect to any MMIS Benefit
      Plan that, assuming the taxable period of such transaction expired as of the
      date hereof, would subject MMIS, its agents, the trustees or the other
      fiduciaries of the MMIS Benefit Plans to
      a Tax
      imposed by either Section 4975 of the Code or any penalty under Section 502(i)
      of ERISA;

     

    (iii)  There
      have been no governmental audits of any MMIS Benefit Plan within the last six
      (6) years that has resulted in any material penalties, fines, excise taxes,
      additional benefit accruals, and there are no threatened or pending governmental
      audits as of the date hereof and as of the date of Closing; and

     

    (iv)  MMIS
      will
      not issue any stock, Options or amend or terminate any MMIS Benefit Plan
      subsequent to the date of this Agreement without the written consent of Bankrate
      except as may be necessary to honor any pre-existing contract or to maintain
      the
      compliance of such MMIS Benefit Plan with applicable laws.

     

    (D)  MMIS
      Pension Plans.
      The
      Company and its ERISA Affiliates do not sponsor or participate in any MMIS
      Pension Plan. 

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

       

    

    (E)  Retiree
      Health and Benefit Plans.
      Except
      as disclosed in Section
      5.20(E)
      of the
      Disclosure Schedule, neither MMIS nor any ERISA Affiliate has any liability
      for
      retiree health and life benefits under any of the MMIS Benefit Plans and if
      there are any such plans, there are no restrictions on the rights of MMIS or
      on
      any ERISA Affiliate to amend or terminate any such retiree health or benefit
      Plan without incurring any post-termination liability thereunder (except for
      administrative costs and professional fees to terminate same).

     

    (F)  Effect
      of Transactions.
      Except
      as disclosed in Section
      5.20(F)
      of the
      Disclosure Schedule, neither the execution and delivery of this Agreement nor
      the consummation of the Transactions will (i) result in any payment (including
      severance, unemployment compensation, golden parachute, change of control,
      or
      otherwise) becoming due to any director or any employee of MMIS under any MMIS
      Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under
      any MMIS Benefit Plan, or (iii) result in any acceleration of the time of
      payment or vesting of any such benefit.

     

    (G)  Entitlements.
      Except
      as disclosed in Section
      5.20(G)
      of the
      Disclosure Schedule, the actuarial present values of all accrued deferred
      compensation entitlements (including entitlements under any executive
      compensation, supplemental retirement, or employment agreement) of employees
      and
      former employees of any MMIS and respective beneficiaries, other than
      entitlements accrued pursuant to funded retirement plans subject to the
      provisions of Sections 401(a) or 412 of the Code or Section 302 of ERISA, have
      been fully reflected on the MMIS Financials to the extent required by and in
      accordance with GAAP.

     

    (H)  No
      MMIS Common Stock are Assets of MMIS Benefit Plans.
      Except
      as
      disclosed in Section
      5.20(H)
      of the
      Disclosure Schedule, no stock or other security issued by MMIS forms or has
      formed a part of the assets of any MMIS ERISA Plan. The termination of MMIS's
      401(K) Plan will not create any liability for MMIS, Bankrate, Sub1 or Sub2
      that
      has not been accrued for or adequately reserved on the Financials in accordance
      with GAAP.

     

    (I)  Severance
      and Termination Pay.
      No
      director or employee of MMIS will have a right to receive any severance, golden
      parachute, or termination pay or similar compensation if terminated subsequent
      to the Closing, in excess of two (2) weeks salary and accrued bonuses, if any,
      as set forth on the Disclosure Schedule (other than ordinary administrative
      costs not to exceed $5,000). In addition, none of De Both, Chuck Smilgys, Sally
      Ryan, Salman Ansari, Erika Herz or Maria Zuzic will have a right to receive
      any
      severance, golden parachute, or termination pay or similar compensation if
      terminated prior to the Closing. 

     

    Section
      5.21  Litigation.
      There
      is no suit, action or proceeding pending or overtly threatened or threatened
      in
      writing against MMIS and, to the Knowledge of De Both and the Shareholder,
      there
      is not any legitimate, reasonably foreseeable basis for any such suit, action
      or
      proceeding) that, individually or in the aggregate, has had or could reasonably
      be expected to have a MMIS Material Adverse Effect, nor is there any Judgment
      outstanding against MMIS.

     

    Section
      5.22  Compliance
      with Applicable Laws.
      MMIS is
      in compliance with all applicable Laws, including those relating to occupational
      health and safety and the environment. MMIS has not received any written
      communication from a Governmental Entity alleging that MMIS is not in compliance
      in any material respect with any applicable Law. Neither MMIS, nor any of its
      respective Affiliates (A) is conducting as of the date of this Agreement any
      internal investigation with respect to any alleged act or omission, or (B)
      is
      planning to make a voluntary disclosure to any Governmental Entity with respect
      thereto.

     

    
      
         

      

      
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    Section
      5.23  Permits.
      To the
      Shareholder’s Knowledge, MMIS holds all licenses, franchises, permits,
      certificates, approvals and authorizations from Governmental Entities, or
      required by Governmental Entities to be obtained, in each case necessary for
      the
      conduct of its business, including, without limitation, the sale of its products
      (collectively, "Permits").
      MMIS
      is in compliance in all material respects with the terms of all Permits. All
      such Permits have been duly and validly issued, are in full force and effect,
      and all rights and entitlements pursuant to such Permits are vested in MMIS.
      To
      the Shareholder’s Knowledge, MMIS has not committed any act or failed to act in
      a manner which could result in the revocation or suspension of any such Permit
      or in any disciplinary action relating to such Permit. MMIS has not received
      any
      written notice to the effect that a Governmental Entity was considering the
      amendment, termination, revocation or cancellation of any Permit. To the
      Shareholder’s Knowledge, all such Permits are renewable by their terms or in the
      ordinary course of business without the need to comply with any special
      qualification procedures or to pay any amounts other than routine filing fees.
      The consummation of the Mergers and other Transactions will not impair or
      adversely affect any of the rights, powers or privileges granted pursuant to
      any
      such Permits so as to result in a MMIS Material Adverse Effect. 

     

    Section
      5.24  Environmental
      Matters.

     

    (A)  Hazardous
      Material.
      No
      underground storage tanks and no amount of any substance that has been
      designated by any Governmental Entity or by applicable federal, state or local
      law to be radioactive, toxic, hazardous or otherwise a danger to health or
      the
      environment, including, without limitation, PCBs, asbestos, petroleum,
      urea-formaldehyde and all substances listed as hazardous substances pursuant
      to
      the Comprehensive Environmental Response, Compensation, and Liability Act of
      1980, as amended, or defined as a hazardous waste pursuant to the United States
      Resource Conservation and Recovery Act of 1976, as amended, and the regulations
      promulgated pursuant to said laws, but excluding office and janitorial supplies
      (a "Hazardous
      Material") are
      present, as a result of the actions of either constituent entity of MMIS, or
      as
      a result of any actions of any third party owned or controlled by the
      Shareholder, in, on or under any property, including the land and the
      improvements, ground water and surface water thereof that the MMIS entities
      have
      at any time owned, operated, occupied or leased.

     

    (B)  Environmental
      Liabilities.
      No
      material action, proceeding, revocation proceeding, amendment procedure, writ
      or
      injunction is pending, and to the Knowledge of De Both and the Shareholder,
      no
      material action, proceeding, revocation proceeding, amendment procedure, writ
      or
      injunction has been threatened by any Governmental Entity against MMIS in a
      writing delivered to MMIS concerning any Hazardous Material. MMIS is not aware
      of any fact or circumstance that reasonably could be expected to involve MMIS
      in
      any environmental litigation or impose any environmental liability.

     

    Section
      5.25  Insurance.
      MMIS
      has policies of insurance as set forth in Section
      5.25
      of the
      Disclosure Schedule. There is no material claim pending under any of such
      policies or bonds as to which coverage has been questioned, denied or disputed
      by the underwriters of such policies. All premiums due and payable under all
      such policies have been paid and MMIS is otherwise in compliance in all material
      respects with the terms of such policies. To the Knowledge of De Both and the
      Shareholder, there has been no written threat of termination or material premium
      increase with respect to, any of such policies.

     

    Section
      5.26  Certain
      Payments.
      Since
      the beginning of the periods covered in the Financials, to the Knowledge of
      the
      Shareholder, neither MMIS nor any of its directors, officers, managers,
      Affiliates or employees has given, offered, paid, promised to pay or authorized
      payment of any money, material gift or anything of material value, in each
      case
      with the purpose of influencing any act or decision of the recipient in his
      or
      her official capacity or inducing the recipient to use his or her influence
      to
      affect an act or decision of a government official or employee, to any (a)
      governmental official or employee, (b) political party or candidate thereof,
      or
      (c) Person while knowing that all or a portion of such money or thing of value
      would be given or offered to a governmental official or employee or political
      party or candidate thereof.

     

    
      
         

      

      
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    Section
      5.27  Warn
      Act.
      MMIS has
      not violated the Worker Adjustment and Retraining Notification Act, as amended
      (the "WARN
      Act").
      Except as set forth in Section
      5.27
      of the
      Disclosure Schedule (which shall state the full name, job title, date of
      Employment Loss, and type of Employment Loss), no employee of MMIS has
      experienced an Employment Loss in the ninety (90) days preceding the date of
      this Agreement. MMIS does not presently intend to take any action that would
      result in an Employment Loss by any employee of MMIS between the date of this
      Agreement and the Closing Date. For purposes of this Section
      5.27,
      an
      "employee" means any employee, including officers, managers and supervisors,
      but
      excluding employees who are employed for an average of fewer than 20 hours
      per
      week or who have been employed for fewer than six of the preceding 12
      months.

     

    Section
      5.28  Virchow,
      Krause.
      As of
      the date of this Agreement, (a) Virchow, Krause & Company, LLP ("Virchow,
      Krause") verbally provided De Both a fee estimate for the services provided
      by
      Virchow, Krause described in Section
      7.08
      of
      between Fifty Thousand ($50,000) and One Hundred Thousand Dollars ($100,000)
      and
      (b) to the knowledge of the Shareholder, Virchow, Krause will deliver,
      within sixty-five (65) days of the Closing Date, (i) the necessary financial
      statements of MMIS, for periods prior to the Closing Date, for any filing or
      filings that Bankrate and/or the Subs are required to make pursuant to Rule
      3-05
      of Regulation S-X and (ii) their consent to use such financial statements in
      any
      filing or filings that Bankrate and/or the Subs are required to make pursuant
      to
      Rule 3-05 of Regulation S-X. 

     

    Section
      5.29  Severance
      and Termination Pay.
      No
      director or employee of MMIS will have a right to receive any severance, golden
      parachute, or termination pay or similar compensation if terminated subsequent
      to the Closing, in excess of two (2) weeks salary and accrued bonuses, if any,
      set forth on the Disclosure Schedule.

     

    ARTICLE
      VI

    REPRESENTATIONS
      AND WARRANTIES OF BANKRATE AND SUBS

     

    Bankrate
      and each of the Subs, jointly and severally, represent and warrant to the
      Shareholder that:

     

    Section
      6.01  Organization,
      Standing and Power.
      Bankrate is duly organized, validly existing and in good standing under the
      laws
      of Florida and has full corporate power and authority to conduct its businesses
      as presently conducted. The Subs are duly organized, validly existing and in
      good standing under the laws of the State in which they were formed and have
      full corporate power and authority to conduct their businesses as presently
      conducted.

     

    Section
      6.02  Subs.
      

     

    (A)  Subs’
      Sole Purpose is to Enter into this Agreement.
      Since
      the date of its incorporation, neither Sub1 nor Sub2 has carried on any business
      or conducted any operations other than the execution of this Agreement, the
      performance of their obligations pursuant to this Agreement and matters
      ancillary to their obligations pursuant to this Agreement.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

       

    

    (B)  Subs’
      Capital Stock.
      The
      authorized capital stock of each of Sub1 and Sub2 have been validly issued,
      are
      fully paid and nonassessable and are owned by Bankrate free and clear of any
      Lien.

     

    Section
      6.03  Bankrate
      and the Subs have Authority to Enter Into this Agreement and Engage in the
      Transactions.
      The
      execution, delivery and performance by Bankrate and the Subs of this Agreement
      and the Ancillary Agreements, and the consummation by Bankrate and the Subs
      of
      the Transactions are: (A) within the requisite corporate powers of Bankrate
      and
      each of the Subs; (B) are not in contravention of the terms of Bankrate and
      each
      of the Subs’ organizational documents; and (C) have been duly authorized and
      approved by all necessary corporate action on the part of Bankrate and each
      of
      the Subs. No other proceedings on the part of Bankrate or either of the Subs
      are
      necessary to authorize the execution, delivery and performance by Bankrate
      and
      each of the Subs of this Agreement, the Ancillary Agreements, and the
      Transactions. 

     

    Section
      6.04  Bankrate
      and the Subs have Validly Executed and Delivered this
      Agreement.
      Bankrate and each Sub have each duly executed and delivered this Agreement,
      and
      the Ancillary Agreements to be entered into by Bankrate or either Sub pursuant
      to the terms of this Agreement shall have been duly and validly executed and
      delivered by Bankrate or each Sub, as applicable. This Agreement constitutes,
      and upon their execution and delivery, such Ancillary Agreements will
      constitute, the legal, valid and binding obligation, of Bankrate or each Sub,
      as
      applicable, enforceable against Bankrate or each Sub in accordance with their
      respective terms, except as such enforceability may be limited by the laws
      of
      general application relating to bankruptcy, insolvency and the relief of debtors
      and rules of law governing specific performance, injunctive relief or other
      equitable remedies. 

     

    Section
      6.05  No
      Conflicts.
      The
      execution and delivery by each of Bankrate and the Subs of this Agreement,
      do
      not, and the consummation of the Transactions and compliance with the terms
      of
      this Agreement will not, conflict with, or result in any violation of or default
      (with or without notice or lapse of time, or both) under, or give rise to a
      right of termination, cancellation or acceleration of any obligation or to
      loss
      of a material benefit under, or to increased, additional, accelerated or
      guaranteed rights or entitlements of any Person under, or result in the creation
      of any Lien upon any of the properties or assets of Bankrate or any of its
      Subsidiaries under, any provision of (i) the charter or organizational documents
      of Bankrate or any of its Subsidiaries, (ii) any Material Contract to which
      Bankrate or any of its Subsidiaries is a party or by which any of their
      respective properties or assets is bound so as to result in a Bankrate Material
      Adverse Effect or (iii) subject to the filings and other matters referred to
      in
Section
      6.06,
      any
      material Judgment or Law applicable to Bankrate or any of its Subsidiaries
      or
      their respective properties or assets.

     

    Section
      6.06  No
      Governmental Entity Consents are Necessary.
      No
      Consent of, or registration, declaration or filing with, any Governmental Entity
      is required to be obtained or made by or with respect to Bankrate or any
      Bankrate Subsidiary in connection with the execution, delivery and performance
      of this Agreement or the consummation of the Transactions, other than (i) the
      filing with the SEC of such reports as may be required in connection with this
      Agreement and the Transactions, (ii) the filing of the Certificates of Merger
      with the Secretary of State of the applicable State(s), and (iii) such other
      items as are set forth in Section
      6.06
      of the
      Disclosure Schedule. 

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

       

    

    Section
      6.07  Brokers.
      No
      broker, investment banker, financial adviser or other person, is entitled to
      any
      broker’s, finder’s, financial adviser’s or other similar fee or commission in
      connection with the Transactions based upon arrangements made by or on behalf
      of
      Bankrate.

     

    Section
      6.08  Free
      Cash.
      Bankrate has sufficient cash to deliver the Purchase Price to MMIS and shall
      not
      use such cash for any purposes other than to deliver the Purchase Price.
 

     

    Section
      6.09  Employee
      Benefits. Bankrate
      will cause each employee continuing their employment with MMIS following the
      Closing to be provided substantially the same (or better) salary and benefits
      received by such employees prior to the Closing Date.
      In
      addition, to the extent applicable, Bankrate will cause such employees to
      receive credit for years of continuous service for purposes of eligibility
      and
      vesting under any employee benefit plans and programs (other than stock options
      and similar equity related compensation) that Bankrate makes available to
      similarly-situated employees of Bankrate

     

    ARTICLE
      VII

    COVENANTS
      RELATING TO CONDUCT OF BUSINESS; NO DISCUSSIONS WITH OTHERS;


    ACCESS
      TO INFORMATION; AND EFFORTS TO CONSUMMATE THE 

    TRANSACTIONS;
      HIRING OF EMPLOYEES; REGULATION S-X; TRANSITION SERVICES; 

    TAX
      MATTERS

     

    Section
      7.01  Conduct
      of Business of MMIS.
      

     

    (A)  Conduct
      of Business by MMIS.
      Except
      for matters set forth in Section
      7.01(A)
      of the
      Disclosure Schedule or otherwise expressly permitted by this Agreement, from
      the
      date of this Agreement to the Effective Time or the earlier termination of
      this
      Agreement, MMIS shall conduct its business in the usual, regular and ordinary
      course in substantially the same manner as previously conducted and use all
      reasonable efforts to preserve intact its current business organization, keep
      available the services of its current officers and employees and keep its
      relationships with customers, suppliers, licensors, licensees, distributors
      and
      others having business dealings with them to the end that its goodwill and
      ongoing business shall be unimpaired at the Effective Time. In addition, and
      without limiting the generality of the foregoing, except for matters set forth
      in Section
      7.01(A)
      of the
      Disclosure Schedule or otherwise expressly permitted by this Agreement, from
      the
      date of this Agreement to the Effective Time or the earlier termination of
      this
      Agreement, MMIS shall not do any of the following without the prior written
      consent of Bankrate, not to be unreasonably withheld or delayed:

     

    (i)  (1)
      declare, set aside or pay any dividends on, or make any other distributions
      in
      respect of, any of the MMIS Capital Stock (it being understood and agreed hereby
      beforehand that the Shareholder may cause the MMIS entities to distribute cash
      for the purposes of (A) making tax payments or (B) distributing excess cash
      not
      necessary for the operation of the businesses or not necessary in order to
      make
      the Equity greater than zero), (2) split, combine or reclassify any of the
      MMIS
      Capital Stock or issue or authorize the issuance of any other securities in
      respect of, in lieu of or in substitution for shares of the MMIS Capital Stock,
      or (3) except for repurchases or forfeitures pursuant to agreements outstanding
      on the date of this Agreement, purchase, redeem or otherwise acquire any shares
      of the MMIS Capital Stock or any other securities of MMIS or any rights,
      warrants or options to acquire any such stock or other securities;

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

       

    

    (ii)  issue,
      deliver, sell or grant (except pursuant to agreements outstanding as of the
      date
      of this Agreement) (1) any shares of MMIS Capital Stock, (2) any Voting MMIS
      Debt or other voting securities, (3) any securities convertible into or
      exchangeable for, or any Options, warrants or rights to acquire, any such stock,
      Voting MMIS Debt, voting securities or convertible or exchangeable securities
      or
      (4) any Options, warrants, rights, convertible or exchangeable securities,
      "phantom" stock rights, “stock appreciation rights”, stock-based performance
      units;

     

    (iii)  amend
      the
      MMIS Certificates of Incorporation, the MMIS Bylaws or other comparable charter
      or organizational documents;

     

    (iv)  acquire
      or agree to acquire (1) by merging or consolidating with, or by purchasing
      a
      substantial equity interest in or portion of the assets of, or by any other
      manner, any business or any corporation, partnership, joint venture, association
      or other business organization or division thereof or (2) any assets that are
      material, individually or in the aggregate, to MMIS, taken as a
      whole;

     

    (v)  enter
      or
      agree to enter into any joint venture or other strategic business arrangement
      with another Person;

     

    (vi)  terminate
      any Material Contract, or make any change in any Material Contract, other than
      the renewals of Material Contracts without material adverse changes of
      terms;

     

    (vii)  enter
      into a contract other than contracts entered into in the ordinary course of
      business;

     

    (viii)  (1)
      grant
      to any executive officer, director, or member of MMIS any increase in
      compensation, (2) grant to any executive officer or manager of MMIS any increase
      in severance or termination pay, (3) enter into any employment, consulting,
      indemnification, severance or termination agreement, or any other Material
      Contract, with any such executive officer or manager, (4) establish, adopt,
      enter into or amend in any material respect any collective bargaining agreement
      or MMIS Benefit Plan or (5) take any action to accelerate any rights or
      benefits, or make any material determinations not in the ordinary course of
      business consistent with prior practice, under any collective bargaining
      agreement or MMIS Benefit Plan;

     

    (ix)  make
      any
      change in accounting methods, principles or practices materially affecting
      the
      reported consolidated assets, liabilities or results of operations of MMIS,
      except insofar as may have been required by a change in GAAP;

     

    (x)  sell,
      lease (as lessor), license or otherwise dispose of or subject to any Lien any
      properties or assets, except sales and licenses of inventory and excess or
      obsolete assets in the ordinary course of business consistent with past
      practice, but in no event involving a sale price or value in excess of Ten
      Thousand Dollars ($10,000.00);

     

    (xi)  (1)
      incur
      any indebtedness for borrowed money or guarantee any such indebtedness of
      another Person, guarantee any debt securities of another Person, enter into
      any
      "keep well" or other agreement to maintain any financial statement condition
      of
      another Person or enter into any arrangement having the economic effect of
      any
      of the foregoing, except under existing lines of credit or for short-term
      borrowings incurred in the ordinary course of business consistent with past
      practice, or (2) make any loans, advances or capital contributions to, or
      investments in, any other Person;

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

       

    

    (xii)  make
      or
      agree to make any new capital expenditure or expenditures that, individually,
      is
      in excess of Ten Thousand Dollars ($10,000.00) or, in the aggregate, are in
      excess of Twenty-Five Thousand Dollars ($25,000.00);

     

    (xiii)  make
      or
      change any material Tax election;

     

    (xiv)  (1)
      pay,
      discharge or satisfy any claims, liabilities or obligations (absolute, accrued,
      asserted or unasserted, contingent or otherwise), other than the payment,
      discharge or satisfaction, in the ordinary course of business consistent with
      past practice or incurred in the ordinary course of business consistent with
      past practice, (2) cancel any material indebtedness (individually or in the
      aggregate) or waive any claims or rights of substantial value or (3) waive
      the
      benefits of, or agree to modify in any manner, any confidentiality, standstill
      or similar agreement to which MMIS is a party; 

     

    (xv)  enter
      into or carry out any transaction with any Affiliate of MMIS other than
      transactions resulting in obligations to MMIS of less than $1,000 in the
      aggregate; or

     

    (xvi)  authorize
      any of, or commit or agree to take any of, the foregoing actions.

     

    (B)  Advise
      of Changes.
      MMIS
      shall promptly advise Bankrate in writing of any change or event that has or
      could reasonably be expected to have a MMIS Material Adverse Effect.


     

    Section
      7.02  Conduct
      of Business of Bankrate.
      Bankrate shall promptly advise MMIS orally and in writing of any change or
      event
      that has or could reasonably be expected to have a Bankrate Material Adverse
      Effect.

     

    Section
      7.03  No
      Discussions with Others.
      

     

    (A)  No
      Solicitation or Consideration of Third Party Offers.
      From
      the date of this Agreement until the earlier of (i) 5:00 p.m., Eastern Standard
      Time, on November 30, 2005 or (ii) the termination of this Agreement in
      accordance with its terms (the "No
      Discussions Period"),
      neither the Shareholder, MMIS, nor its officers, directors, employees, agents
      or
      advisors shall, directly or indirectly, solicit offers from, negotiate with
      or
      in any manner encourage or consider any proposal of any other Person (a
      "Third
      Party Offer")
      relating to the acquisition of an ownership interest in MMIS, or of the assets
      of the MMIS, in whole or in principal part, through purchase, merger,
      consolidation, share exchange or otherwise, or any other business combination
      involving the Company. In addition, the Shareholder and MMIS shall immediately
      cease any previously undertaken or ongoing activities, discussions or
      negotiations with any other Person with respect to any transaction of the type
      described in the preceding sentence.

     

    (B)  Notice
      to Bankrate of Third Party Offers.
      If the
      Shareholder, MMIS or its officers, directors, employees, agents or advisors
      receive any communication regarding any offer or proposal of the type described
      in Section
      7.03(A)
      during
      the No Discussions Period, then the Shareholder and MMIS shall immediately
      notify Bankrate of the receipt of such Third Party Offer and the details of
      such
      Third Party Offer.

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

       

    

    Section
      7.04  Voting.
      De
      Both, the Shareholder and MMIS' Board agree to vote in favor of the
      Transactions. 

     

    Section
      7.05  Access
      to Information; Confidentiality.
      

     

    (A) MMIS
      Shall Provide Bankrate Access to Information.
      MMIS
      shall provide to Bankrate, and its officers, employees, accountants, counsel,
      financial advisers and other representatives, reasonable access during normal
      business hours during the period prior to the Effective Time to all their
      respective properties, books, contracts, commitments, personnel and records.
      During such period, MMIS shall furnish promptly to Bankrate all information
      concerning its business, properties and personnel as Bankrate may reasonably
      request. 

     

    (B) Disclosure
      of Information is Subject to the Confidentiality Agreement.
      All
      information exchanged pursuant to this Agreement shall be subject to the
      confidentiality agreement entered into prior to the date of this Agreement
      between MMIS and Bankrate (the "Confidentiality
      Agreement"),
      and
      De Both and the Shareholder agree to be bound by such terms of the
      Confidentiality Agreement to which MMIS is bound, and to be jointly and
      severally liable for any breach of the Confidentiality Agreement by MMIS, De
      Both and/or the Shareholder. 

     

    Section
      7.06  Commercially
      Reasonable Efforts; Notification.
      

     

    (A) Upon
      the
      terms and subject to the conditions set forth in this Agreement, each of the
      parties shall take, or cause to be taken, all actions, and to do, or cause
      to be
      done, and to assist and cooperate with the other parties in doing, all things
      necessary, proper or advisable to consummate and make effective, in an
      expeditious manner, the Transactions, and shall take all action necessary to
      ensure that the Transactions may be consummated as promptly as practicable
      on
      the terms contemplated by this Agreement.

     

    (B) Without
      limiting the generality of Section
      7.05(A),
      the
      parties to this Agreement shall:

     

    (i)  obtain
      all necessary actions or nonactions, waivers, consents and approvals from
      Governmental Entities, make all necessary registrations and filings (including
      filings with Governmental Entities, if any), and take all reasonable steps
      as
      may be necessary to obtain an approval or waiver from, or to avoid an action
      or
      proceeding by, any Governmental Entity;

     

    (ii)  file
      the
      Certificates of Merger with the Secretary of State of the applicable State(s)
      and make all other necessary filings to effectuate the Mergers;

     

    (iii)  use
      commercially reasonable efforts to obtain all necessary consents, approvals
      or
      waivers from third parties;

     

    (iv)  use
      commercially reasonable efforts to defend any lawsuits or other legal
      proceedings, whether judicial or administrative, challenging this Agreement
      or
      the consummation of the Transactions, including seeking to have any stay or
      temporary restraining order entered by any court or other Governmental Entity
      vacated or reversed; and 

     

    (v)  execute
      and deliver any additional instruments necessary to consummate the Transactions
      and to fully carry out the purposes of this Agreement. 

     

    
      
         

      

      
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    (C) MMIS
      shall give prompt notice to Bankrate, and Bankrate and the Subs shall give
      prompt notice to MMIS, of (i) any representation or warranty made by it
      contained in this Agreement becoming untrue or inaccurate in any material
      respect or (ii) the failure by it to comply with or satisfy in any material
      respect with any covenant, condition or agreement to be complied with or
      satisfied by it under this Agreement; provided,
      however,
      that no
      such notification shall affect the representations, warranties, covenants or
      agreements of the parties or the conditions to the obligations of the parties
      under this Agreement.

     

    Section
      7.07  Restrictive
      Covenants.

     

    (A)  Non-competition.
      De Both
      and the Shareholder agree that for a period of two (2) years after the Closing
      Date, De Both and the Shareholder will not, directly or indirectly, individually
      or on behalf of any Person,  engage in or perform, anywhere within
      the
      United States, Canada and any other such geography in which MMIS operates (the
      "Territory"),
      any
      activities which are directly competitive with the business of MMIS on the
      Closing Date (a “Competitive
      Business”). 
      Nothing herein shall be construed to prohibit De Both and the Shareholder from
      acquiring shares of capital stock of any public corporation, provided that
      such
      investment does not exceed 5% of the stock of such public
      corporation.

     

    (B)  Non-Solicitation.
      De Both
      and the
      Shareholder agree that for a period of three (3) years after the Closing Date,
      De
      Both
      and the
      Shareholder will not, individually or on behalf of any Person, call upon,
      solicit, recruit, or assist others in calling upon, recruiting or soliciting
      any: (i) Person who is or was (as of the day after the Closing Date) an employee
      of MMIS and with whom De Both and/or the Shareholder had contact or became
      aware
      of by virtue of De Both and/or the Shareholder's relationship with MMIS, for
      the
      purpose of having such person work, directly or indirectly, in a Competitive
      Business; (ii) any Client (as defined below) of MMIS for the purpose of having
      such Client obtain services from a Competitive Business; (iii) any Person that
      refers business to MMIS for the purpose of having such Person refer business
      to
      a Competitive Business; or (iv) any other Person which is engaged in the
      business of MMIS for the purpose of assisting a Competitive Business. 
      For
      purposes of this Section
      7.07,
      the
      term "Client"
      shall
      mean any Person that utilizes the services of MMIS.

     

    Bankrate
      and the Subs agree and acknowledge that the hiring by the Shareholder of
Chuck
      Smilgys and Sally Ryan and, upon the consent of Bankrate and the Subs prior
      to
      the Closing, of Salman Ansari, Erika Herz and/or Maria Zuzic shall not be deemed
      a breach of this Section
      7.07(B).
      Bankrate and the Subs shall not unreasonably withhold their consent to the
      hiring by the Shareholder of Salman Ansari, Erika Herz and/or Maria
      Zuzic.

    


    (C)  Confidential
      Information.  De
      Both and the Shareholder acknowledge that as a consequence of their
      relationships with Bankrate, the Subs and MMIS, the Shareholder, De Both and
      the
      Shareholder have received, and may receive as a result of providing transition
      services and/or sharing offices following the Closing, knowledge and information
      concerning Bankrate's, the Subs', and/or MMIS' business, including, but not
      limited to, procedures, manuals, diagrams, memoranda, business methods, pricing
      information, plans, reports, sales information, customer information and
      customer lists, sales reports, marketing information, employee lists,
      correspondence, competitor reports, patents, trademarks, samples, designs and
      other information and know how (collectively, the “Confidential
      Information”).

     

    (i)  Non-Disclosure
      of Confidential Information.
      De Both
      and the Shareholder covenant and agree that, from the date of this Agreement
      and
      at all times thereafter, De Both and the Shareholder shall (i) not use any
      part
      of the Confidential Information in any manner for De Both's and/or the
      Shareholder's own account and (ii) hold all of the Confidential Information
      in
      the strictest confidence, not to be used, reproduced, distributed or disclosed
      to anyone without the prior written consent of Bankrate. 

     

    
      
         

      

      
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    (ii)  Exemptions
      to Information Deemed Confidential.
      Notwithstanding anything the contrary in this Agreement, the term “Confidential
      Information” as used in this Agreement shall not include that information which:
      (i) is or becomes publicly available without the breach of this Agreement by
      De
      Both or the Shareholder; (ii) is subsequently disclosed to De Both and the
      Shareholder by a third party who is in lawful possession of the Confidential
      Information and is not under an obligation of confidence; (iii) is required
      to
      be disclosed by any applicable law or process, but only if De Both and the
      Shareholder promptly notify Bankrate of the required or requested disclosure
      so
      that Bankrate, the Sub1, Sub2 and/or MMIS may seek a protective order to prevent
      disclosure of the Confidential Information; (iv) is disclosed to De Both’s
      confidential tax, legal, estate planning or business advisors or immediate
      family without any intention of public disclosure or misuse of such information;
      or (v) is disclosed by De Both, Shareholder or MMIS for the purpose of enforcing
      this Agreement or defending such parties against claims made pursuant to this
      Agreement.

     

    (iii)  Term.
      The
      obligations of De Both and Scarlett pursuant to this Section
      7.07(C)
      shall
      terminate on the three (3) year anniversary of the date of the Closing
      Date.

     

    (D)  Reasonableness.
      De Both
      and the Shareholder acknowledge that all of the foregoing provisions are
      reasonable and are necessary to protect and preserve the value of MMIS and
      to
      prevent any unfair advantage being conferred on De Both and the Shareholder.
      De
      Both and the Shareholder further acknowledge: (i) that Bankrate and/or MMIS
      do
      business throughout the United States and Canada and, therefore, specifically
      agree that, in order to adequately protect the value of Bankrate and MMIS,
      the
      geographic scope of the restrictions in this Section
      7.07
      are
      reasonable; and (ii) that De Both will be reasonably able to earn a living
      without violating the terms of this Section
      7.07.
      If any
      of the covenants set forth in this Section
      7.07
      are held
      to be unreasonable, arbitrary, or against public policy, the restrictive time
      period set forth in this Section
      7.07
      will be
      deemed to be the longest period permissible by law under the circumstances
      and
      the Territory will be deemed to comprise the largest territory permissible
      by
      law under the circumstances. De Both and the Shareholder acknowledge and agree
      that the consideration to be delivered pursuant to this Agreement is sufficient
      by itself for the covenants of De Both and the Shareholder set forth in this
      Section
      7.07.

     

    Section
      7.08  Financial
      Statements Required by Regulation S-X. 

     

    (A)  Bankrate,
      the Subs, MMIS, the Shareholder and De Both shall each use their commercially
      reasonable efforts to complete all matters and things which may be convenient
      or
      necessary to cause accountants selected by De Both, and reasonably acceptable
      to
      Bankrate, to deliver, within sixty-five (65) days of the Closing Date, (i)
      the
      necessary financial statements of MMIS, for periods prior to the Closing Date,
      for any filing or filings that Bankrate is required to make pursuant to Rule
      3-05 of Regulation S-X and (ii) their consent to use such financial statements
      in any filing or filings that Bankrate is required to make pursuant to Rule
      3-05
      of Regulation S-X. Bankrate hereby consents to De Both's selection of
Virchow,
      Krause
      for
      purposes of providing such services.

     

    (B)  Virchow,
      Krause
      shall be
      engaged by De Both and Bankrate shall promptly reimburse De Both for fifty
      percent (50%) of the amounts paid by De Both to Virchow,
      Krause for providing the services described in Section
      7.08(A).
      In
      addition, if Bankrate is required to pay the Shareholder a break up fee in
      accordance with Section
      10.03,
      then
      Bankrate shall also simultaneously reimburse De Both for the previously
      unreimbursed amounts paid by De Both to Virchow,
      Krause for services described in Section
      7.08(A)
      provided
      prior to the effective date of such termination.
      

     

    
      
         

      

      
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    (i)  If
      within
      twelve (12) months of the payment of a break up fee in accordance with
Section
      10.03,
      De Both
      or MMIS consummates a change of control transaction for which the financial
      statements prepared by Virchow, Krause were not
      required
      but were used to support the transaction, then, upon the consummation of such
      transaction, De Both shall immediately refund to Bankrate the amount
      paid
      by
      Bankrate to De Both as
      reimbursement of Virchow, Krause’s services pursuant to the last sentence of the
      immediately preceeding paragraph.

     

    (ii)  
      If
      within twelve (12) months of the payment of a break up fee in accordance with
      Section
      10.03,
      De Both
      or MMIS consummates a change of control transaction for which the financial
      statements prepared by Virchow, Krause were required, then, upon the
      consummation of such transaction, De Both shall immediately pay to Bankrate
      an
      amount equal to one hundred percent (100%) of the amounts paid by Bankrate
      to De
      Both for reimbursement of Vircho, Krause’s services to De Both. 

     

    (C)  De
      Both
      shall notify Bankrate promptly if he has reason to believe Virchow,
      Krause's fees will exceed $100,000.

     

    Section
      7.09  Transition
      Services; Office Space. 

     

    (A)  Transition
      Services Provided by De Both.

     

    (i)  At
      Bankrate's request, De Both shall, for eight to ten hours per week, provide
      consulting services to Bankrate and MMIS as an independent contractor and be
      available for meetings and making introductions with customers of MMIS,
      assisting with transition, encouraging customers of MMIS to remain customers
      of
      MMIS following the Closing Date and such other matters as Bankrate may
      reasonably request. Unless otherwise mutually agreed, De Both shall not be
      obligated to provide such services beyond January 31, 2006. As consideration
      for
      providing such services, Bankrate and/or MMIS shall pay De Both $1,250 per
      week
      in which his services were requested by Bankrate and reimburse De Both for
      his
      reasonable business expenses incurred in connection with providing such
      services. Bankrate and the Subs agree and acknowledge that services provided
      by
      De Both pursuant to this Section
      7.09(A)
      at the
      direction of Bankrate shall not be deemed a violation of Section
      7.07.
      If, at
      the request of Bankrate, De Both is required to travel by airplane to provide
      consulting services to Bankrate and MMIS pursuant to this Section, then Bankrate
      shall provide first class airline tickets for De Both.

     

    (ii)  At
      the
      request of Bankrate, between the Closing Date and March 31, 2006, De Both and
      the Shareholder shall cause Chuck Smilgys, Sally Ryan and, if hired by the
      Shareholder Salman Ansari, Erika Herz and/or Maria Zuzic to each provide
      Bankrate and/or the Subs up to one full business day a week of services.
      Bankrate and/or the Subs shall reimburse the Shareholder for such services
      monthly, in increments of one hour, at a rate equal to the employee’s base
      salary (or wages), multiplied by 1.5.

     

    (B)  Transition
      Services Provided by the Subs. 

     

    
      
         

      

      
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    (i)  At
      the
      request of the Shareholder, between the Closing Date and March 31, 2006,
      Bankrate and the Subs shall cause employees of Bankrate and/or the Subs that
      were employees of the Shareholder prior to the Closing Date to each provide
      the
      Shareholder up to one full business day a week of services. The Shareholder
      shall reimburse Bankrate and/or the Subs (at the direction of Bankrate) for
      such
      services monthly, in increments of one hour, at a rate equal to the employee’s
      base salary (or wages), multiplied by 1.5.

     

    (C)  Support
      Services.
      Between
      the Closing Date and March 31, 2006, the Subs shall (i) provided such action
      is
      in compliance with all applicable laws, permit De Both, Chuck Smilgys and Sally
      Ryan and, if hired by the Shareholder with the consent of Bankrate and the
      Subs
      prior to the Closing, Salman Ansari, Erika Herz and/or Maria Zuzic to remain
      on
      MMIS' group health plan, (ii) permit such individuals to continue to obtain
      cellular phones pursuant to MMIS' cellular phone plan, (iii) permit such
      individuals to obtain the benefit of MMIS' wireless email servers and reasonable
      technical support and (iv) continue to provide such other support services
      as
      reasonably agreed upon by the Subs and De Both. The Shareholder shall reimburse
      Bankrate and/or the Subs (at the direction of Bankrate) for such services
      monthly at a rate equal to (x) the actual costs of such services, or (y) if
      not
      reasonably possible to calculate such actual costs, an amount reasonably agreed
      upon by Subs and De Both. The Subs shall use commercially reasonable efforts
      to
      provide such services, but shall not have any liability whatsoever for failure
      to provide such services unless the failure to provide such services is willful.
      In no event shall a party be entitled to incidental, punitive, or consequential
      damages for the failure of Bankrate or the Subs to provide such
      services.

     

    (D)  Office
      Space; Termination of Lease. 

     

    (i)  Following
      the Closing Date, the Subs shall permit De Both, Chuck Smilgys and Sally Ryan
      to
      use the MMIS offices used prior to the Closing Date within the offices of MMIS
      for the purposes set forth in this paragraph. As a condition to being permitted
      to use such offices, De Both, Smilgys and Ryan shall (i) use their best efforts
      to minimize their presence in such offices (ii) not to be present in the offices
      of the Subs at such times and on such days as reasonably requested by the Subs,
      (iii) only use such offices for the purposes of transitioning the Shareholder's
      business activities to other offices, providing requested consulting services
      to
      Bankrate and MMIS pursuant to Section 7.09(A)(i), preparing financial
      information and financial statements that are required by this Agreement to
      be
      delivered following the Closing, and otherwise working actively and reasonably
      to meet the obligations of De Both and Shareholder pursuant to this Agreement
      and (iv) shall not be disruptive to the operation of MMIS or Bankrate's
      exercising of control of MMIS.

     

    (ii)  Notwithstanding
      anything contained in this Agreement or that certain Office Lease by and between
      Mortgage Market Information
      Services, Inc. and De Both, dated December 1, 2002 (the "Lease") to the
      contrary, (i) Mortgage Market Information Services, Inc. shall terminate the
      Lease, on at least ten (10) days prior written notice, effective any time on
      or
      before March 31, 2006 and (ii) Bankrate, the Subs and MMIS shall have no
      liability for such early termination of the Lease.

     

    
      
         

      

      
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    Section
      7.10  Tax
      Matters.

     

    (A)  Allocation
      of Purchase Price.
      Within
      thirty (30) days of the Closing Date, Bankrate shall provide the Shareholder
      with an allocation among the assets of MMIS of the Purchase Price in accordance
      with Section 1060 of the Internal Revenue Code and the regulations
      promulgated thereunder (the “Allocation”). The Shareholder shall have ten (10)
      days following the receipt of the Allocation to propose revisions to the
      Allocation, if any, with respect to amounts attributable to any tangible assets
      of MMIS. Bankrate may choose, in its sole discretion, to amend the Allocation
      in
      a manner consistent with such proposed revisions. Prior to the conclusion of
      such ten (10) day period, Shareholder shall either notify Bankrate of its
      approval of the then-current Allocation or of its non-approval of the
      then-current Allocation, in which case the amounts attributable to any tangible
      assets of MMIS shall be determined by binding arbitration in accordance with
      Section
      11.16.
      The
      Allocation approved by the Shareholder, or the Allocation determined by binding
      arbitration, as the case may be (the “Final Allocation”), shall be conclusive
      and binding upon Shareholder and Bankrate for all purposes, and the parties
      agree that all returns and reports (including IRS Form 8594) and all
      financial statements shall be prepared in a manner consistent with (and the
      parties shall not otherwise file a Tax return position inconsistent with) the
      Final Allocation unless required by the Internal Revenue Service or any other
      applicable taxing authority. Any distribution made to the Shareholder of the
      Indemnification Escrow Cash (other than the portion of any payment attributable
      to imputed interest) shall be treated for all Tax purposes as an adjustment
      to
      the Purchase Price, and the parties shall prepare an amended Final Allocation
      reflecting such adjustment in a manner consistent with this Section
      7.10(A).
      

     

    (B)  Responsibility
      for Taxes and Tax Returns.
      In the
      case of any real or personal property taxes or any similar ad valorem taxes
      attributable to the assets of MMIS for which Taxes are reported on a Tax return
      covering a period commencing before the Closing Date and ending thereafter
      (“Straddle
      Period Taxes”),
      any
      such Straddle Period Taxes shall be prorated between the Shareholder and
      Bankrate on a per diem basis. The party required by law to pay any such Straddle
      Period Taxes (the “Paying
      Party”)
      to the
      extent such payment exceeds the obligation of the Paying Party hereunder shall
      provide the other party (the “Non-Paying
      Party”)
      with
      proof of payment, and within ten (10) days of receipt of such proof of payment,
      the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s
      share of such Straddle Period Taxes. The party required by law to file a Tax
      return with respect to Straddle Period Taxes shall do so within the time period
      prescribed by law.

     

    (C)  Transferred
      Employees.
      The
      Shareholder and Bankrate and the Subs, as applicable, shall utilize the
      alternate procedure set forth in Revenue Procedure 2004-53 with respect to
      wage
      withholding and reporting for any employees of MMIS hired by Bankrate and the
      Subs, as applicable.

     

    (D)  Cooperation.
      To
      the
      extent relevant to the business or assets of MMIS, each party hereto shall
      (i) provide the other with such assistance as may reasonably be requested
      in connection with the preparation of any Tax return and the conduct of any
      audit or other examination by any taxing authority or in connection with
      judicial or administrative proceedings relating to any liability for Taxes
      and
      (ii) retain and provide the other with all records or other information
      that may be relevant to the preparation of any Tax returns, or the conduct
      of
      any audit or examination, or other proceeding relating to Taxes.

     

    ARTICLE
      VIII

    INDEMNIFICATION

     

    Section
      8.01  Indemnification.
      

     

    (A)  Bankrate's
      Indemnification.
      Subject
      to the limitations set forth in Subsections
      8.01(H)
      and
8.01(I),
      Bankrate shall indemnify and hold harmless the Shareholder, each constituent
      entity of MMIS and each of their respective Affiliates, directors, officers,
      employees, agents, attorneys, heirs, legal representatives, successors and
      assigns (collectively, the "MMIS
      Group"),
      against and in respect of any and all direct and indirect damages, claims,
      losses, liabilities and reasonable expenses (including, without limitation,
      legal, accounting, and other expenses), less any tax benefits or insurance
      proceeds attributable thereto (collectively, "Damages")
      suffered
      by the MMIS Group which may arise out of or be in respect of: (i) any
      breach or violation of this Agreement by Bankrate or either of the Subs; (ii)
      any falsity, inaccuracy or misrepresentation in any representation, warranty
      or
      covenant made by Bankrate or either of the Subs set forth in this Agreement,
      any
      Exhibit or Schedule to this Agreement or in any certificate delivered at or
      prior to the Closing Date by or on behalf of Bankrate or either Sub; (iii)
      any
      fraud, willful misconduct or criminal acts of Bankrate or either of the Subs
      (including any director, officer, employee of Bankrate or either of the Subs,
      or
      agent of any such director, officer or employee); or (iv) needing to take action
      enforcing this Agreement and all actions, suits, proceedings, claims and demands
      incident to the foregoing.

     

    
      
         

      

      
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    (B)  Shareholder's
      Indemnification.
      Subject
      to the limitations set forth in Subsections
      8.01(G)
      and
8.01(I),
      De Both
      and the Shareholder shall indemnify and hold harmless Bankrate, the Subs, MMIS
      (after the Closing) and each of their respective Affiliates, directors,
      officers, employees, agents, attorneys, heirs, legal representatives, successors
      and assigns (collectively, the "Bankrate
      Group"),
      against and in respect of any and all Damages suffered by the Bankrate Group
      which may arise out of or be in respect of: (i) any breach or violation of
      this
      Agreement by MMIS or the Shareholder; (ii) any falsity, inaccuracy or
      misrepresentation in any MMIS or Shareholder representation, warranty or
      covenant set forth in this Agreement, any Exhibit or Schedule to this Agreement
      or in any certificate delivered at or prior to the Closing Date by or on behalf
      of MMIS, De Both and/or the Shareholder; (iii) any fraud, willful misconduct
      or
      criminal acts of MMIS (including any director, officer, employee of MMIS or
      agent of any such director, officer or employee) or the Shareholder; (iv) any
      claim by any Person for brokerage or finder's fees or commissions or similar
      payments based upon any agreement or understanding alleged to have been made
      by
      such person with MMIS (or any Person acting on their behalf) in connection
      with
      any of the Transactions, (v) Bankrate not receiving, within seventy-five (75)
      days of the Closing Date, (1) the necessary financial statements of MMIS, for
      periods prior to the Closing Date, for any filing or filings that Bankrate
      and/or the Subs are required to make pursuant to Rule 3-05 of Regulation S-X
      and
      (2) the consent of the accountants that prepared the necessary financial
      statements to use such financial statements in any filing or filings that
      Bankrate and/or the Subs are required to make pursuant to Rule 3-05 of
      Regulation S-X; or (vi) needing to take action enforcing this Agreement and
      all
      actions, suits, proceedings, claims and demands incident to the foregoing.
      Without limiting the generality of the foregoing, nothing in this Agreement
      is
      intended to provide indemnification by De Both and the Shareholder pursuant
      to
      this Agreement to any individual or entity that was an Affiliate of MMIS only
      prior to the Closing or individuals or entities serving only prior to the
      Closing as managers, officers, members, employees, agents, or attorneys of
      MMIS
      or their legal representatives, successors and assigns.

     

    (C)  Indemnified
      Party Shall Provide Notice of Claim(s).
      Upon
      obtaining Knowledge of facts or circumstances which may give rise to a right
      of
      indemnification, the party seeking indemnification (the "Indemnified
      Party")
      shall
      promptly notify each party from whom indemnity is sought pursuant to this
Section
      8.01
      (the
      "Indemnifying
      Parties"),
      in
      writing and in reasonable detail, of such facts or circumstances which may
      give
      rise to a right of indemnification pursuant to this Agreement, the identity
      of
      any third-party claimants, a description of the claim, demand, action or
      proceeding, if any, out of which the Damages arise, a description of the
      Damages, and the amount of the Damages ("Notice
      of Claim");
      provided, however, that no failure or delay by the Indemnified Party in the
      performance of the foregoing shall reduce or otherwise affect the obligation
      of
      the Indemnifying Parties to indemnify and hold the Indemnified Party harmless
      except to the extent that such failure or delay materially prejudices the
      Indemnifying Parties' rights or their ability to defend against such complaint,
      action or proceeding.

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

       

    

    (D)  Third-Party
      Claims.
      If the
      claim or demand set forth in the Notice of Claim relates to a claim or demand
      asserted by a third party (a "Third-Party
      Claim"):

     

    (i)  Indemnified
      Party May Elect that Indemnifying Parties Defend a Claim or Demand, at the
      Indemnifying Parties' Expense.
      The
      Indemnified Party may, but shall not be obligated to, elect and request that
      the
      Indemnifying Parties assume the defense of such claim or demand (with the full
      cooperation of the Indemnified Parties). If the Indemnified Party elects and
      requests that the Indemnifying Parties assume the defense of such claim or
      demand: (1) the Indemnifying Parties will assume the defense of such claim
      or
      demand, including the employment of counsel reasonably acceptable to the
      Indemnified Party to defend such claim or demand, (2) the Indemnifying Parties
      shall pay all fees, costs and disbursements in connection with the defense
      of
      such claim or demand, including attorneys fees and costs; and (3) the
      Indemnified Party shall have the right to participate in the defense of any
      such
      Third Party Claim at its own expense. The Indemnified Party shall make available
      to the Indemnifying Parties or such Indemnifying Parties' representatives all
      records and other materials reasonably required by them for their use in
      contesting any Third Party Claim and shall cooperate with the Indemnifying
      Parties in connection therewith. 

     

    (ii)  The
      Indemnified Party May Defend a Claim or Demand, at the Indemnifying Parties'
      Expense.
      In the
      event that the Indemnified Party determines, in its sole discretion, to assume
      the defense of such claim or demand, or if the Indemnifying Parties fail to
      defend such claim or demand pursuant to Section
      8.01(D)(i)
      in a
      timely manner, then such Indemnified Party may, but shall not be obligated
      to,
      defend such claim or demand and the Indemnifying Parties shall pay all actually
      and reasonably incurred fees, costs and disbursements in connection with the
      defense of such claim or demand, including attorneys fees and costs. The
      Indemnifying Parties shall make available to the Indemnified Party or such
      Indemnified Party's representatives all records and other materials reasonably
      required by them for their use in contesting any Third-Party Claim and shall
      cooperate with the Indemnified Party in connection therewith. 

     

    (iii)  The
      Shareholder Shall Control Tax Claims for Pre-Closing Periods.
      Notwithstanding anything contained in this Section
      8.01
      to the
      contrary, the Shareholder shall assume the defense of any claims or demands
      with
      respect Straddle Period Taxes and any Tax claims made against MMIS (including,
      without limitation, the assets, business or employees of MMIS) attributable
      to
      taxable periods (or portions thereof) commencing prior to the Closing Date
      (“Tax
      Claims”). Bankrate shall have the right to participate in the defense of any
      such Tax Claims at its own expense. The Shareholder shall have the right, in
      its
      sole discretion, to settle any Tax Claims, provided that such settlement does
      not materially and adversely impact the Tax liability of MMIS for periods (or
      portions thereof) commencing on or after the Closing Date.

     

    (E)  Determination
      of Indemnification Amount.
      As soon
      as is reasonably practicable after the Date of the Notice of Claim, the
      Indemnified Party and the Indemnifying Parties shall endeavor to agree upon
      the
      amount, if any, to which the Indemnified Party is entitled under this
Section
      8.01.
      In the
      event that the Indemnifying Parties and the Indemnified Party are unable to
      reach agreement upon the right of the Indemnified Party to indemnification
      hereunder, or upon the amount of any such indemnification hereunder, either
      the
      Indemnified Party or the Indemnifying Parties may submit such dispute for
      resolution in accordance with Section
      11.14
      of this
      Agreement. The amount of such indemnification determined pursuant to this
Subsection
      8.01(E)
      (the
      "Indemnification
      Amount")
      shall
      be binding upon the Indemnified Party and the Indemnifying Parties.

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

       

    

    (F)  Payment
      of Indemnification Amount.
      The
      Indemnifying Parties shall deliver, or shall cause the Escrow Agent to deliver,
      as applicable, to the Indemnified Party, an amount that is equal to the
      Indemnification Amount, as limited by Subsections
      8.01(G)
      and
8.01(H)
      below,
      within ten (10) calendar days after the determination of the Indemnification
      Amount. 

     

    (G)  Limitations
      to the Shareholder's Indemnity.
      Notwithstanding anything to the contrary set forth in this
      Agreement:

     

    (i)  Maximum
      Indemnification by De Both and the Shareholder.
      De Both
      and the Shareholder's maximum aggregate indemnification payment to all
      Indemnified Parties for Damages pursuant to this Article
      VIII
      shall be
      limited to the amount of the Indemnification Escrow Cash and shall be paid
      exclusively from the Indemnification Escrow Cash pursuant to this Agreement
      and
      the Escrow Agreement. Notwithstanding the foregoing, De Both and the
      Shareholder's maximum aggregate indemnification payment to all Indemnified
      Parties for Damages pursuant to this Article
      VIII
      shall
      not be limited to the amount of the Indemnification Escrow Cash and shall not
      be
      paid exclusively from the Indemnification Escrow Cash for any Damages directly
      related to or arising out of any of the following (collectively, the
      "Exceptional
      Damages"):

     

    (1)  Sections
      5.03, 5.04,
      5.05,
      5.08,
      5.11,
      5.12,
      5.15,
      5.16,
      5.24,
      7.05(B),
      7.07,
      or any
      other regulatory matters or any breach of covenants, and representations and
      warranties of this Agreement specifically dealing with the Shareholder's
      ownership of the MMIS Capital Stock; or

     

    (2)  fraud,
      willful misconduct, or criminal acts of MMIS or the Shareholder.

     

    Notwithstanding
      the foregoing, De Both and the Shareholder's maximum aggregate indemnification
      payment to all Indemnified Parties for Damages pursuant to this Article
      VIII
      for
      Exceptional Damages or pursuant to Section
      7.05(B)
      hereof
      shall not exceed the Purchase Price. 

     

    Notwithstanding
      the foregoing, De Both and the Shareholder's maximum aggregate indemnification
      payment to all Indemnified Parties for Damages pursuant to
      Section 8.01(B)(v)
      hereof
      shall not exceed One Hundred Fifty Thousand Dollars ($150,000).

     

    (ii)  Minimum
      Damages Accrued Before Duty to Indemnify Arises.
      The
      Shareholder shall not indemnify the Bankrate Group for Damages, pursuant to
      this
Article
      VIII,
      until
      the aggregate amount of Damages of the Bankrate Group for which indemnity would
      be payable exceeds One Hundred Seventy-Five Thousand Dollars ($175,000.00)
      (the
      "Shareholder
      Basket Amount").
      Once
      the aggregate amount of Damages of the Bankrate Group exceeds the Shareholder
      Basket Amount, then the Shareholder shall indemnify the Bankrate Group for
      the
      amount from and after $1.00 of such Damages including, the Shareholder Basket
      Amount. Notwithstanding the foregoing, there shall not be a Shareholder Basket
      Amount for Exceptional Damages other than pursuant to Sections
      5.15
      and
5.24.

     

    
      
         

      

      
        35

        
          

        

      

      
         

      

       

    

    (iii)  Indemnification
      Periods.
      The
      Shareholder shall indemnify the Indemnified Party pursuant to this Article
      VIII
      for all
      Damages arising from claims or demands occurring within one (1) year of the
      Closing Date, provided that the Indemnified Party provided the Shareholder
      with
      notice of such claim or demand within one (1) year of the Closing Date; except
      that the Shareholder shall indemnify the Bankrate Group for Damages directly
      related to or arising out of Exceptional Damages for a period of five (5) years
      provided that the Bankrate Group provides the Shareholder with a Notice of
      Claim
      regarding such Exceptional Damages on or before the date that the applicable
      statute of limitations runs.

     

    (H)  Limitations
      to Bankrate's Indemnity.
      Notwithstanding anything to the contrary set forth in this
      Agreement:

     

    (i)  Minimum
      Damages Accrued Before Duty to Indemnify Arises.
      Bankrate shall not indemnify the Shareholder for Damages, pursuant to this
      Section
      8.01,
      until
      the aggregate amount of Damages of the Shareholder exceeds One Hundred
      Seventy-Five Thousand Dollars ($175,000.00) (the "Bankrate
      Basket Amount").
      Once
      the aggregate amount of Damages of the Shareholder exceeds the Bankrate Basket
      Amount, then Bankrate shall indemnify the Shareholder for the amount of such
      Damages from and after $1.00 of such Damages, including the Bankrate Basket
      Amount. Notwithstanding anything to the contrary herein, this Subsection
      8.01(H)
      shall
      not limit or otherwise affect Bankrate’s
      obligation to deliver to the Shareholder the Purchase Price less the
      Indemnification Escrow Cash. 

     

    (ii)  Maximum
      Indemnification by Bankrate.
      Bankrate's indemnification of the Shareholder for Damages pursuant to this
      Section
      8.01
      shall be
      limited to an amount equal to the amount of the Indemnification Escrow Cash.
      

     

    (1)  Indemnification
      Periods.
      Bankrate shall indemnify the Shareholder pursuant to this Section
      8.01
      for all
      Damages arising from claims or demands occurring within one (1) year of the
      Closing Date, provided that the Shareholder provided Bankrate with notice of
      such claim or demand within one (1) year of the Closing Date; except that
      Bankrate shall indemnify the Shareholder for Damages related to or arising
      out
      of any breach of this Agreement by Bankrate constituting fraud, willful
      misconduct or criminal acts for a period of five (5) years, provided that the
      Shareholder provides the Bankrate Group with a Notice of Claim regarding such
      Damages on or before the date that the applicable Statute of Limitations
      runs.

     

    (I)  Covenant
      to Limit Damages.
      Each
      Indemnified Party shall use commercially reasonable efforts to limit the amount
      of any Damages suffered by such party.

     

    ARTICLE
      IX

    CONDITIONS
      PRECEDENT TO CLOSING

     

    Section
      9.01  Conditions
      to Each Party’s Obligation To Effect The Mergers.
      The
      respective obligation of each party hereto to effect the Transactions is subject
      to the satisfaction or waiver on or prior to the Closing Date of the following
      conditions:

     

    (A)  No
      Injunctions or Restraints.
      No
      temporary judgment issued by any court of competent jurisdiction or other law
      preventing the consummation of the Mergers shall be in effect; provided,
      however,
      that
      prior to asserting this condition, subject to Section
      9.02,
      each of
      the parties hereto shall have used all commercially reasonable efforts to
      prevent the entry of any such injunction or other order and to appeal as
      promptly as possible any such judgment that may be entered.

     

    
      
         

      

      
        36

        
          

        

      

      
         

      

       

    

    Section
      9.02  Conditions
      to Obligations of Bankrate and the Subs To Effect The
      Mergers.
      The
      obligations of Bankrate and the Subs to effect the Transactions are further
      subject to the following conditions:

     

    (A)  Representations
      and Warranties.
      The
      representations and warranties of the Shareholder in this Agreement that are
      qualified as to materiality shall be true and correct in all respects and the
      representations and warranties of the Shareholder in this Agreement that are
      not
      qualified as to materiality shall be true and correct in all material respects
      as of the date of this Agreement and as of the Closing Date as though made
      on
      the Closing Date, except to the extent such representations and warranties
      expressly relate to an earlier date (in which case the representations and
      warranties of the Shareholder in this Agreement that are qualified as to
      materiality shall be true and correct in all respects and the representations
      and warranties of the Shareholder in this Agreement that are not qualified
      as to
      materiality shall be true and correct in all material respects as of such
      earlier date). Bankrate shall have received a certificate signed on behalf
      of
      MMIS by the Chief Executive Officer and the Chief Financial Officer of MMIS
      and
      by the Shareholder to such effect.

     

    (B)  Performance
      of Obligations of MMIS.
      MMIS
      shall have performed in all material respects all obligations required to be
      performed by it under this Agreement at or prior to the Closing Date, and
      Bankrate shall have received a certificate signed on behalf of MMIS by the
      Chief
      Executive Officer and the Chief Financial Officer of MMIS and by the Shareholder
      to such effect.

     

    (C)  No
      Litigation.
      There
      shall not be pending or threatened any suit, action or proceeding by any
      Governmental Entity or any other Person, 

     

    (i)  challenging
      the acquisition by Bankrate or the Subs of any shares of MMIS Capital Stock;
      

     

    (ii)  seeking
      to restrain or prohibit the consummation of the Transactions;

     

    (iii)  seeking
      to obtain from MMIS, Bankrate or either of the Subs any damages in relation
      to
      MMIS relating to the Transactions;

     

    (iv)  seeking
      to prohibit or limit the ownership or operation by MMIS, Bankrate, or any of
      their respective subsidiaries of any material portion of the business or assets
      of MMIS, Bankrate, or any Subsidiary of Bankrate of any material portion of
      the
      business or assets of MMIS, Bankrate, or any Subsidiary of Bankrate, or to
      compel MMIS, Bankrate, or any Subsidiary of Bankrate to dispose of or hold
      separate any material portion of the business or assets of MMIS, Bankrate,
      or
      any Subsidiary of Bankrate, as a result of the Mergers or any other
      Transaction;

     

    (v)  seeking
      to impose limitations on the ability of Bankrate to acquire or hold, or exercise
      full rights of ownership of, any MMIS Capital Stock;

     

    (vi)  seeking
      to prohibit Bankrate or any of its Subsidiaries from effectively controlling
      in
      any material respect the business or operations of MMIS; or 

     

    
      
         

      

      
        37

        
          

        

      

      
         

      

       

    

    (vii)  which
      is
      reasonably likely to have a MMIS Material Adverse Effect.

     

    (D)  Absence
      of MMIS Material Adverse Effect.
      Except
      as disclosed in Section
      9.02(D) of
      the
      Disclosure Schedule, since September 30, 2005, there shall not have been any
      event, change, effect or development that, individually or in the aggregate,
      has
      had a MMIS Material Adverse Effect.

     

    (E)  Resignation
      of MMIS Officers and Directors.
      Each
      MMIS' officers and directors shall have submitted their resignations from their
      position as a director or officer of MMIS.

     

    (F)  Escrow
      Agreement.
      The
      Shareholder, De Both and the Escrow Agent shall have executed and delivered
      the
      Escrow Agreement.

     

    (G)  Use
      of
      Financials for SEC Filings.
      Virchow,
      Krause shall
      have provided Bankrate reasonable assurances that
      it would
deliver,
      within sixty-five (65) days of the Closing Date, (i) the necessary financial
      statements of MMIS, for periods prior to the Closing Date, for any filing or
      filings that Bankrate and/or the Subs are required to make pursuant to Rule
      3-05
      of Regulation S-X and (ii) its consent to use such financial statements in
      any
      filing or filings that Bankrate and/or the Subs are required to make pursuant
      to
      Rule 3-05 of Regulation S-X.

     

    (H)  Non-Competition
      and Non-Solicitation Agreements.
      The
      Shareholder and De Both shall have executed and delivered to Bankrate a
      Non-Competition, Non-Solicitation and Confidentiality Agreement in the form
      attached as Exhibit
      9.02(H).

     

    (I)  Affiliate
      Transactions.
      Except
      as set forth on Section
      9.02(I)
      of the
      Disclosure Schedule, all contracts, commitments, agreements, borrowings,
      arrangements and other transactions between MMIS and (a) an officer or director
      of MMIS, (b) record or beneficial owner of MMIS Capital Stock, (c) of the
      Shareholder, (d) other affiliate of such officers, director, beneficial owner
      or
      Shareholder shall be terminated. 

     

    (J)  Options
      and MMIS Option Plan.
      MMIS
      shall have cancelled and terminated all Options and the Option
      Plans. MMIS
      shall have provided Bankrate with: (i) a schedule of the consideration paid
      to
      each Option holder for the cancellation and termination of such Options, and
      (ii) all other proof reasonably required by Bankrate of the cancellation and
      termination of all Option Plans, options, warrants, rights, convertible or
      exchangeable securities, "phantom" stock rights, "stock appreciation rights",
      stock-based performance units, or other rights or agreements which would entitle
      any Person, other than Bankrate and its Subsidiaries, to own any capital stock
      of the Surviving Corporations or to receive any payment in respect
      thereof.

     

    (K)  Financial
      Statements.
      Bankrate and, at its option, its accountants, shall have completed a reasonably
      satisfactory review of the financial statements and accounting procedures of
      MMIS and audited financial results for the last two (2) fiscal years of
      MMIS.

     

    (L)  Legal
      Opinion.
      The
      Shareholder's and De Both’s legal counsel shall have delivered to Bankrate legal
      opinions in forms reasonably acceptable to Bankrate.

     

    (M)  Termination
      of Business Loan Agreement and Commercial Security Agreement.
      That
      certain Business Loan Agreement between Mortgage Market Information Services,
      Inc. and West Suburban Bank dated January 15, 2004 and that certain Commercial
      Security Agreement between Mortgage Market Information Services, Inc. and West
      Suburban Bank dated January 15, 2004, shall both be terminated.

     

    
      
         

      

      
        38

        
          

        

      

      
         

      

       

    

    (N)  Termination
      of all Liens.
      There
      shall be no liens on any MMIS or any of its assets.

     

    (O)  UCC
      Search.
      MMIS
      and De Both shall have delivered to Bankrate a UCC lien search on MMIS dated
      within three (3) days of the Closing.

     

    Section
      9.03  Conditions
      to Obligations of MMIS To Effect The Mergers.
      The
      obligation of MMIS to effect Transactions is further subject to the following
      conditions:

     

    (A)  Representations
      and Warranties.
      The
      representations and warranties of Bankrate and the Subs in this Agreement that
      are qualified as to materiality shall be true and correct in all respects and
      the representations and warranties of Bankrate and the Subs in this Agreement
      that are not qualified as to materiality shall be true and correct in all
      material respects, as of the date of this Agreement and as of the Closing Date
      as though made on the Closing Date, except to the extent such representations
      and warranties expressly relate to an earlier date (in which case the
      representations and warranties of Bankrate and the Subs in this Agreement that
      are qualified as to materiality shall be true and correct in all respects and
      the representations and warranties of Bankrate and the Subs in this Agreement
      that are not qualified as to materiality shall be true and correct in all
      material respects as of such earlier date). MMIS shall have received a
      certificate signed on behalf of each of Bankrate, Sub1 and Sub2 by the Chief
      Executive Officer and the Chief Financial Officer of Bankrate, Sub1 and Sub2
      to
      such effect.

     

    (B)  Performance
      of Obligations of Bankrate and the Subs.
      Bankrate and each Sub shall have performed in all material respects all
      obligations required to be performed by them under this Agreement at or prior
      to
      the Closing Date, and MMIS shall have received a certificate signed on behalf
      of
      each of Bankrate and each Sub by an officer of each of Bankrate and each Sub
      to
      such effect.

     

    (C)  Legal
      Opinion.
      Bankrate’s legal counsel shall have delivered to the Shareholder a legal opinion
      in a form reasonably acceptable to the Shareholder.

     

    (D)  Escrow
      Agreement.
      Bankrate, the Subs and the Escrow Agent shall have executed and delivered the
      Escrow Agreement.

     

    Section
      9.04  Closing
      Conditions.
      MMIS,
      the Shareholder, Bankrate and each of the Subs will use commercially reasonable
      efforts to cause each of the conditions set forth in Article
      IX
      to be
      satisfied as soon as reasonably practicable.

     

    ARTICLE
      X

    TERMINATION

     

    Section
      10.01  Termination.
      This
      Agreement may be terminated at any time prior to the Effective Time, in
      accordance with the terms of this Agreement:

     

    (A)  by
      mutual
      written consent of Bankrate, the Subs, MMIS and the Shareholder;

     

    (B)  by
      either
      (i) Bankrate and the Subs, on the one hand, or (ii) MMIS and the Shareholder,
      on
      the other hand, by giving written notice to the other, only upon the following
      conditions:

     

    
      
         

      

      
        39

        
          

        

      

      
         

      

       

    

    (i)  if
      the
      Mergers are not consummated on or before November 30, 2005 (the "Outside
      Date"),
      unless the failure to consummate the Mergers by the Outside Date is the result
      of: (1) a breach of this Agreement by the parties seeking to terminate this
      Agreement, or (2) a failure by the parties seeking to terminate this Agreement
      to use all commercially reasonable, good faith efforts to promptly cause the
      satisfaction of the closing conditions set forth in Article
      IX;
      or

     

    (ii)  if
      any
      Governmental Entity issues an order, decree or ruling or takes any other action
      permanently enjoining, restraining or otherwise prohibiting the Transactions
      and
      such order, decree, ruling or other action shall have become final and
      nonappealable.

     

    (C)  by
      MMIS
      and the Shareholder, if Bankrate or either of the Subs breaches or fails to
      perform in any material respect any of its representations, warranties or
      covenants contained in this Agreement, which breach or failure to perform (i)
      would give rise to the failure of a condition set forth in Section
      9.03(A)
      and (ii)
      cannot be or has not been cured within ten (10) calendar days after the giving
      of written notice to Bankrate and each of the Subs of such breach (provided
      that
      MMIS and the Shareholder are not then in material breach of any representation,
      warranty or covenant contained in this Agreement); or

     

    (D)  by
      Bankrate and the Subs, if MMIS or the Shareholder breaches or fails to perform
      in any material respect any of its representations, warranties or covenants
      contained in this Agreement, which breach or failure to perform (1) would give
      rise to the failure of a condition set forth in Section
      9.02(B)
      or
9.02(C),
      and (2)
      cannot be or has not been cured within ten (10) calendar days after the giving
      of written notice to MMIS of such breach (provided that Bankrate is not then
      in
      material breach of any representation, warranty or covenant contained in this
      Agreement).

     

    Section
      10.02  Failure
      to Close Due to Governmental Approvals.
      Notwithstanding the provisions of Section
      10.01,
      if
      MMIS, the Shareholder and Bankrate each agree that if all of the conditions
      to
      the parties' obligations to Close the Transactions have been satisfied or waived
      as of the Outside Date, other than the receipt of Government approvals set
      forth
      in Section
      5.23
      (the
      "Governmental
      Approvals")
      or the
      expiration or termination of the waiting period with respect to such
      Governmental Approvals, neither MMIS, the Shareholder or Bankrate may terminate
      this Agreement without first providing the other party with ten (10) calendar
      days' written notice of its intention to terminate. During such ten (10) day
      period, the parties shall each cause their counsel to confer with the other
      parties' counsel in an attempt to agree on the likelihood of a timely and
      successful resolution of all such issues relating to the applicable Governmental
      Approvals or waiting period. Following such ten (10) day period, neither MMIS,
      the Shareholder or Bankrate shall terminate this Agreement unless such party
      reasonably believes, based upon the likely time period necessary to resolve
      the
      applicable Governmental Approvals issues, the likelihood of successfully
      resolving such Governmental Approvals without conditions, obligations or
      agreements which adversely effect such party, and other relevant factors, that
      not terminating this Agreement could cause effects which are material and
      adverse to it in comparison to the size and nature of the
      Transactions.

     

    
      
         

      

      
        40

        
          

        

      

      
         

      

       

    

    Section
      10.03  Failure
      to Perform; Break Up Fee.

     

    (A)  If
      Bankrate or either of the Subs (i) are in default of this Agreement or, (ii)
      on
      or before the date of Closing, indicate that Bankrate or either of the Subs
      are
      unable or unwilling to consummate the transactions contemplated by this
      Agreement after satisfaction of the conditions to Bankrate's and the Subs’
      obligation to close set forth in Article
      IX
      of this
      Agreement, then MMIS and the Shareholder shall have the right to terminate
      this
      Agreement by written notice to Bankrate and the Subs and Bankrate and the Subs’
      attorney (hereafter, the "MMIS
      Termination Notice").
      Bankrate and the Subs shall have fifteen (15) days from the date of the MMIS
      Termination Notice to cure any such breach or default (hereafter the
      "Bankrate
      Cure Period").
      If
      Bankrate and the Subs fail to cure any breach or default during the Bankrate
      Cure Period, then MMIS and the Shareholder shall have the right to terminate
      this Agreement, and Bankrate shall pay to the Shareholder an amount equal to
      Five Hundred Thousand Dollars ($500,000.00) as a break up fee for Bankrate
      and
      the Subs’ inability or unwillingness to consummate the transactions contemplated
      by this Agreement. It is the intention of the parties to this Agreement freely
      to make advance provision on the date of this Agreement for such event in order
      (a) to avoid controversy, delay and expense; and (b) to specify now a reasonable
      amount agreeable to both for compensation to MMIS and the Shareholder for losses
      which may not be readily ascertainable or quantifiable such as any of the
      following which might be deemed necessary to place MMIS and the Shareholder
      in
      the position MMIS and the Shareholder would have been in had Bankrate and the
      Subs made timely performance; loss of interest income on the proceeds; loss
      of
      optimum market time, value, and conditions; the uncertainty, delay, expense
      and
      inconvenience of finding a substitute purchaser; additional commissions, fees,
      taxes, and borrowing expenses to meet obligations entered into in anticipation
      of performance. In such event and upon MMIS's and the Shareholder's written
      notice of termination, MMIS shall be free of any claims or interest by Bankrate
      and the Subs pursuant to this Agreement.

     

    (B)  If
      MMIS
      or the Shareholder are in default of this Agreement or, on or before the date
      of
      Closing, indicate that MMIS or the Shareholder are unable or unwilling to
      consummate the transactions contemplated by this Agreement after satisfaction
      of
      the conditions to MMIS and the Shareholder's obligation to close set forth
      in
Article
      IX
      of this
      Agreement, then Bankrate and the Subs shall have the right to terminate this
      Agreement by written notice to MMIS and the Shareholder and MMIS' and the
      Shareholder's attorney (hereafter, the “Bankrate
      Termination Notice”).
      MMIS
      and the Shareholder shall have fifteen (15) days from the date of the Bankrate
      Termination Notice to cure any such breach or default (hereafter the
"MMIS
      Cure Period”).
      If
      MMIS and the Shareholder fail to cure any breach or default during the MMIS
      Cure
      Period, then Bankrate and the Subs shall have the right to specific
      performance.

     

    Section
      10.04  Effect
      of Termination.
      In the
      event of termination of this Agreement by either MMIS or Bankrate as provided
      in
Section
      10.01,
      10.03,
      or
10.04,
      this
      Agreement shall forthwith become void and have no effect, without any liability
      or obligation on the part of Bankrate, the Subs, MMIS or the Shareholder, other
      than Section
      7.05(B),
      this
Section
      10.04
      and
Article
      XI,
      which
      provisions shall survive such termination, and except to the extent that such
      termination results from the material breach by a party of any representation,
      warranty or covenant set forth in this Agreement.

     

    ARTICLE
      XI

    GENERAL
      PROVISIONS

     

    Section
      11.01  Notices.
      All
      notices, requests, consents, claims, demands and other communications required
      or permitted under this Agreement shall be in writing and shall be (as elected
      by the person giving such notice) hand delivered by messenger or courier service
      or mailed by registered or certified mail (postage prepaid), return receipt
      requested, addressed to:

     

    
      
         

      

      
        41

        
          

        

      

      
         

      

    

    (A)  if
      to
      Bankrate or the Subs, to

     

    Bankrate,
      Inc.

    11760
      U.S. Highway 1, Suite 500, 

    North
      Palm Beach, Florida 33408

    Attention:
      C. Cotter Cunningham

     

    with
      a
      copy to:

     

    Gunster,
      Yoakley & Stewart, P.A.

    777
      South
      Flagler Dr., Suite 500 East

    West
      Palm
      Beach, Florida 33401

    Attention:
      David Bates, Esq.

     

    (B)  if
      to
      MMIS and the Shareholder, to

     

    Jim
      De
      Both

    53
      E. St.
      Charles Rd.

    Villa
      Park, IL 60181

    


    with
      a
      copy to:

     

    Wilson
      Sonsini Goodrich & Rosati 

    2795
      E.
      Cottonwood Parkway 

    Suite
      300


    Salt
      Lake
      City, Utah  84121-6928 

    Attention:
      Mark
      Bonham

     

    or
      to
      such other address as any party may designate by notice complying with the
      terms
      of this Section. Each such notice shall be deemed delivered (a) on the
      date
      delivered, if by messenger or courier service; and (b) either upon the date
      of
      receipt or refusal of delivery, if mailed.

     

    Section
      11.02  Fees
      and Expenses.
      Except
      as provided below, all fees and expenses incurred in connection with the
      Transactions shall be paid by the party incurring such fees or expenses, whether
      or not the Transactions are consummated.

     

    Section
      11.03  Interpretation.
      When a
      reference is made in this Agreement to a Section or Article, such reference
      shall be to a Section or Article of this Agreement unless otherwise indicated.
      The table of contents and headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretation
      of
      this Agreement. Each party to this Agreement has participated in the drafting
      of
      this Agreement, which each party acknowledges and agrees is the result of
      extensive negotiations among the parties. Whenever the words "include,"
      "includes" or "including" are used in this Agreement, they shall be deemed
      to be
      followed by the words "without limitation". Any matter disclosed in any Exhibit
      or Schedule shall be deemed disclosed only for the purposes of the specific
      Exhibit or Schedule of this Agreement to which such Exhibit or Schedule
      relates.

     

    Section
      11.04  Severability.
      If any
      provision of this Agreement is or becomes illegal, invalid or unenforceable
      in
      any respect under the law of any jurisdiction, neither the legality, validity
      or
      enforceability of the remaining provisions of this Agreement nor the legality,
      validity or enforceability of such provision under the law of any other
      jurisdiction shall in any way be affected or impaired thereby. If any provision
      of this Agreement may be construed in two or more ways, one of which would
      render the provision invalid or otherwise voidable or unenforceable and another
      of which would render the provision valid and enforceable, such provision shall
      have the meaning which renders it valid and enforceable.

     

    
      
         

      

      
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    Section
      11.05  Public
      Announcements.
      Following the execution of this Agreement, Bankrate and the Shareholder shall
      mutually prepare and jointly issue a press release announcing the execution
      of
      this Agreement and the transactions contemplated hereby. Thereafter, except
      as
      required by law (including, without limitation, the Securities Act of 1933,
      as
      amended), prior to the Closing Date, any public statement or proposed press
      release pertaining to this Agreement or the Transactions shall be prepared
      by
      Bankrate, provided that any such public statement or proposed press release
      shall be reasonably satisfactory to the Shareholder. MMIS, the Shareholder
      and
      Bankrate will consult with each other concerning the means by which MMIS'
      employees, customers, and suppliers and others having dealings with MMIS will
      be
      informed of the Transactions, and Bankrate and the Subs, to the extent
      reasonably practicable, will have the right to be present for any such
      communication. 

     

    Section
      11.06  Transfer
      Taxes.
      

     

    (A)  All
      stock
      transfer, real estate transfer, documentary stamp, recording and other similar
      Taxes (including interest, penalties and additions to any such Taxes) incurred
      in connection with the Transactions which are imposed by the State of Florida
      ("Florida
      Transfer Taxes")
      shall
      be the responsibility of Bankrate, which shall cause such Florida Transfer
      Taxes
      to be paid when due. All parties shall cooperate in preparing, executing and
      filing any Returns with respect to such Florida Transfer Taxes. 

     

    (B)  All
      stock
      transfer, real estate transfer, documentary stamp, recording and other similar
      Taxes (including interest, penalties and additions to any such Taxes) incurred
      in connection with the Transactions which are imposed by the State of Illinois
      ("Illinois
      Transfer Taxes")
      shall
      be the responsibility of Shareholder, which shall cause such Illinois Transfer
      Taxes to be paid when due. All parties shall cooperate in preparing, executing
      and filing any Returns with respect to such Illinois Transfer Taxes.


     

    Section
      11.07  Shareholder
      Litigation.
      MMIS
      shall give Bankrate the opportunity, but Bankrate shall not be obligated, to
      consult on the defense or settlement of any shareholder litigation against
      MMIS
      and its directors relating to any of the Transactions.

     

    Section
      11.08  Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when one or
      more counterparts have been signed by each of the parties hereto and delivered
      to the other parties.

     

    Section
      11.09  Amendment.
      The
      provisions of this Agreement may not be amended, supplemented, waived or changed
      orally, but only by a writing signed by MMIS, the Shareholder and Bankrate
      and
      making specific reference to this Agreement.

     

    Section
      11.10  Extension:
      Waiver.
      At any
      time prior to the Effective Time, the parties hereto may (a) extend the time
      for
      the performance of any of the obligations or other acts of the other parties,
      (b) waive any inaccuracies in the representations and warranties contained
      in
      this Agreement or in any document delivered pursuant to this Agreement or (c)
      waive compliance with any of the agreements or conditions contained in this
      Agreement. Any agreement on the part of a party hereto to any such extension
      or
      waiver shall be valid only if set forth in an instrument in writing signed
      on
      behalf of such party. The failure or delay of any party hereto at any time
      to
      require performance by another party of any provision of this Agreement, even
      if
      known, shall not affect the right of such party to require performance of that
      provision or to exercise any right, power or remedy under this Agreement. Any
      waiver by any party of any breach of any provision of this Agreement should
      not
      be construed as a waiver of any continuing or succeeding breach of such
      provision, a waiver of the provision itself, or a waiver of any right, power
      or
      remedy under this Agreement. No notice to or demand on any party in any
      circumstance shall, of itself, entitle such party to any other or further notice
      or demand in similar or other circumstances.

     

    
      
         

      

      
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    Section
      11.11  Assignment;
      Binding Effect.
      Neither
      this Agreement nor any of the rights, interests or obligations under this
      Agreement shall be assigned, in whole or in part, by operation of law or
      otherwise by any of the parties hereto without the prior written consent of
      the
      other parties hereto, except that either of the Subs may assign, in its sole
      discretion, any of or all its rights, interests and obligations under this
      Agreement to Bankrate or to any direct or indirect wholly owned Subsidiary
      of
      Bankrate, but no such assignment shall relieve such Sub of any of its
      obligations under this Agreement. Any purported assignment without such consent
      shall be void. Subject to the preceding sentences, all the terms and provisions
      of this Agreement will be binding upon, inure to the benefit of, and be
      enforceable by, the parties and their respective administrators, personal
      representatives, legal representatives, heirs, successors and permitted assigns,
      whether so expressed or not.

     

    Section
      11.12  No
      Third-Party Beneficiaries.
      The
      terms and provisions of this Agreement are intended solely for the benefit
      of
      the parties and their respective permitted successors or assigns, and it is
      not
      the intention of the parties to confer, and this Agreement shall not confer,
      third-party beneficiary rights upon any other Person.

     

    Section
      11.13  Specific
      Performance.
      MMIS
      and the Shareholder acknowledge that the business of MMIS is unique and
      recognize and affirm that in the event of a breach of this Agreement by MMIS
      or
      the Shareholder, money damages may be inadequate and Bankrate and the Subs
      may
      have no adequate remedy at law. Accordingly, MMIS and the Shareholder agree
      that
      Bankrate and the Subs shall have the right, in addition to any other rights
      and
      remedies existing in its favor, to enforce its rights and MMIS' and the
      Shareholder's obligations hereunder not only by an action or actions for damages
      but also by an action or actions for specific performance, injunctive or other
      equitable relief.

     

    Section
      11.14  Governing
      Law.
      This
      Agreement, the Ancillary Agreements and the Transactions shall be governed
      by,
      and construed and enforced in accordance with, the internal laws of the State
      of
      Delaware without regard to principles of conflicts of laws.

     

    Section
      11.15  Enforcement
      Jurisdiction.
      MMIS,
      the Shareholder, the Subs and Bankrate agree that irreparable damage would
      occur
      in the event that any of the provisions of this Agreement were not performed
      in
      accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the parties shall be entitled to an injunction or
      injunctions to prevent breaches of this Agreement and to enforce specifically
      the terms and provisions of this Agreement in the Courts of the State of New
      York or any Federal court located in the State of New York, this being in
      addition to any other remedy to which they are entitled at law or in equity.
      In
      addition, each of the parties hereto (A) consents to submit itself to the
      personal jurisdiction of the Courts of the State of New York or any Federal
      court located in the State of New York in the event any dispute arising out
      of
      this Agreement or any Transaction, (B) agrees that it will not attempt to deny
      or defeat such personal jurisdiction by motion or other request for leave from
      any such court, and (C) agrees that it will not bring any action relating to
      this Agreement or any Transaction in any court other than a Court of the State
      of New York or any Federal court sitting in the State of New York. 

     

    
      
         

      

      
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    Section
      11.16  Arbitration.
      

     

    (A)  In
      case
      of a dispute, controversy or claim arising out of, relating to or in connection
      with this Agreement, including any dispute regarding its validity or
      termination; MMIS, the Shareholder, each of the Subs and Bankrate, as
      applicable, shall attempt in good faith to agree upon the rights of the
      respective parties with respect to each such claim within sixty (60) calendar
      days of receipt of notice of such claim. If the applicable parties should so
      agree, a memorandum setting forth such agreement shall be prepared and signed
      by
      such parties.

     

    (B)  If
      no
      such agreement can be reached after good faith negotiation lasting not longer
      than sixty (60) calendar days after the receipt of notice of such claim, any
      of
      the applicable parties may demand binding arbitration of the matter unless
      the
      amount of the damage or loss is at issue in pending litigation with a third
      party, in which event arbitration shall not be commenced until such amount
      is
      ascertained or both parties agree to arbitration. Arbitration shall be
      administered by the American Arbitration Association (the "AAA")
      and
      shall be conducted by three neutral arbitrators. Within fifteen (15) calendar
      days prior to the commencement of arbitration, each of the Subs and Bankrate,
      on
      one hand, and MMIS or the Shareholder, on the other hand, shall each select
      one
      neutral qualified arbitrator. Within ten (10) calendar days of their
      appointment, the two neutral arbitrators so selected shall select the third
      neutral qualified arbitrator from a list of arbitrators provided by the AAA
      having experience in the area of mergers and acquisitions. The third arbitrator
      shall act as chair of the arbitration panel. If the arbitrators selected by
      the
      parties are unable or fail to agree upon the third arbitrator, the third
      arbitrator shall be selected by the AAA. The arbitrators shall set a limited
      time period and establish procedures designed to reduce the cost and time for
      discovery while allowing the parties an opportunity, adequate in the sole
      judgment of the arbitrators, to discover relevant information from the opposing
      parties about the subject matter of the dispute. Any dispute regarding
      discovery, or the relevance or scope thereof, shall be determined by the chair
      of the arbitration panel and shall be governed by the Federal Rules of Civil
      Procedure. The decision of a majority of the three arbitrators as to the
      validity and amount of any claim shall be binding and conclusive upon the
      parties to this Agreement. The award by the arbitrators shall be in writing,
      shall be signed by a majority of the arbitrators and shall include a statement
      of written findings of fact and conclusions regarding the reasons for the
      disposition of any claim.

     

    (C)  Judgment
      upon any award rendered by the arbitrators may be entered in any court having
      jurisdiction. Any such arbitration shall be held in New York, New York under
      the
      Commercial Arbitration Rules then in effect of the AAA. The arbitrators shall
      designate which party is the prevailing party in the dispute, taking into
      account, among other factors, the amount in dispute and the amount of the award.
      The non-prevailing party shall pay all costs and fees associated with the
      arbitration. "Costs and fees" for purposes of this subsection mean all
      reasonable pre-award expenses of the arbitration, including the arbitrators’
      fees, administrative fees, travel expenses, out of pocket expenses such as
      copying and telephone, witness fees and reasonable attorneys’ fees.

     

    (D)  By
      agreeing to arbitration, the parties do not intend to deprive any court with
      jurisdiction of its ability to issue a preliminary injunction, attachment or
      other form of provisional remedy in aid of the arbitration and a request of
      such
      provisional remedies by a party to a court shall not be deemed a waiver of
      the
      agreement to arbitrate.

     

    
      
         

      

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

     

    Section
      11.18  Bankrate’s
      Right to Conduct Other Activities.
      MMIS
      and the Shareholder hereby acknowledge that Bankrate and its affiliates are
      considering transactions with other companies, some of which may be competitive
      with MMIS' business. Neither Bankrate or its affiliates or their respective
      directors, employees, agents, partners, officers or other representatives shall
      be liable for any claim arising out of, related to, or based upon (i) the
      investment by Bankrate in, or the acquisition by Bankrate of, any entity
      competitive with MMIS or (ii) actions taken by Bankrate or its affiliates or
      any
      director, employee, agent, partner, officer or other representative of Bankrate
      or its affiliates to assist any such competitive company or to evaluate or
      enter
      into a transaction with such competitive company.

     

    Section
      11.19  Entire
      Agreement; No Third-Party Beneficiaries.
      This
      Agreement, taken together with its Exhibits and Schedule 1, (A) constitute
      the
      entire agreement, and supersede all prior agreements and understandings (other
      than the Confidentiality Agreement), both written and oral, among the parties
      with respect to the Mergers and other Transactions and (B) are not intended
      to
      confer upon any Person other than the parties any rights or
      remedies.

     

    Bankrate,
      De Both, Sub1, Sub2, MMIS, and the Shareholder have duly executed this
      Agreement, all as of the date first written above.

     

    [Signature
      Page Follows]

     

    
      
         

      

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

     

    BANKRATE,
      INC.

     

    By:
      /s/
      Thomas R. Evans

    Name:
      Thomas R. Evans

    Title:
      President and Chief Executive Officer

     

     

    
      [Signature
        Page to Agreement and Plan of Merger]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    MORTGAGE
      MARKET INFORMATION SERVICES, INC.

     

    By:
      /s/
      James R. De Both

    Name:
      James
      R. De Both

    Title:
      President

     

    INTEREST.COM,
      INC.

     

    By:
      /s/
      James R. De Both

    Name:
      James
      R. De Both

    Title:
      President

     

    SCARLETT
      ENTERPRISES, LTD.

     

    By:
      /s/
      James R. De Both

    Name:
      James
      R. De Both

    Title:
      President

     

    JAMES
      R. DE BOTH

     

    /s/
      James R. De Both 


    
      
        
           

        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



     

    EXHIBIT
      3.03(A)

     

    PRE-CLOSING
      BALANCE SHEET

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    EXHIBIT
      5.02(A)

     

    MMIS
      CERTIFICATES OF INCORPORATION

     

    


     

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



     

    EXHIBIT
      5.02(B)

     

    MMIS
      BYLAWS

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    EXHIBIT
      9.02(H)

     

    NON-COMPETITION,
      NON-SOLICITATION 

    AND
      CONFIDENTIALITY AGREEMENT