sec document




                                                                   Exhibit 10.22



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                        SECURITIES CONTRIBUTION AGREEMENT

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                                  BY AND AMONG

                       HEALTH BENEFITS DIRECT CORPORATION

                         MARLIN CAPITAL PARTNERS I, LLC

                                  SCOTT FROHMAN

                                  CHARLES EISSA

                            PLATINUM PARTNERS II, LLC

                                       AND

                                  DANA BOSKOFF

                          DATED AS OF SEPTEMBER 9, 2005








                                TABLE OF CONTENTS


                                                                            PAGE


                                    ARTICLE I
                                 THE TRANSACTION

Section 1.01  The Contribution................................................1
Section 1.02  Consideration...................................................1
Section 1.03  Closing.........................................................2

                                ARTICLE II
             REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS

Section 2.01  Corporate Existence.............................................2
Section 2.02  Authorization; Validity.........................................2
Section 2.03  No Conflict.....................................................3
Section 2.04  Consents and Approvals..........................................3
Section 2.05  Capitalization..................................................3
Section 2.06  Purchase Entirely for Own Account...............................4
Section 2.07  Transferor Address, Access to Information, Experience, Etc......4
Section 2.08  Restricted Securities...........................................4

                                ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF HBDC

Section 3.01  Corporate Existence.............................................5
Section 3.02  Authorization; Validity.........................................5
Section 3.03  No Conflict.....................................................5
Section 3.04  Consents and Approvals..........................................5
Section 3.05  Valid Issuance of Exchange Shares...............................6

                                ARTICLE IV
                              INDEMNIFICATION

Section 4.01  Indemnification of Transferors..................................6
Section 4.02  Indemnification of HBDC.........................................6

                                 ARTICLE V
                               MISCELLANEOUS

Section 5.01  Fees and Expenses...............................................7
Section 5.02  Entire Agreement................................................7
Section 5.03  Notices.........................................................7
Section 5.04  Amendments; Waivers.............................................7
Section 5.05  Construction....................................................7
Section 5.06  Successors and Assigns..........................................7



                                       i


                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE

Section 5.07  No Third-Party Beneficiaries....................................8
Section 5.08  Governing Law...................................................8
Section 5.09  Survival........................................................8
Section 5.10  Execution.......................................................8
Section 5.11  Severability....................................................8
Section 5.12  Pronouns........................................................8
Section 5.13  Remedies........................................................9




                                       ii



                        SECURITIES CONTRIBUTION AGREEMENT

     THIS SECURITIES  CONTRIBUTION  AGREEMENT (this "AGREEMENT") is entered into
as of this  9th day of  September,  2005 by and  among  Health  Benefits  Direct
Corporation,  a Delaware corporation ("HBDC"), Marlin Capital Partners I, LLC, a
Florida limited liability company ("MARLIN"), Scott Frohman ("FROHMAN"), Charles
Eissa ("EISSA"), Platinum Partners II, L.L.C. ("PLATINUM II"), a Florida limited
liability company, and Dana Boskoff ("BOSKOFF").

                              W I T N E S S E T H:

     WHEREAS,  Marlin, Frohman, Eissa and Platinum II (each, a "TRANSFEROR," and
collectively,  the "TRANSFERORS") together own all of the issued and outstanding
equity securities of Platinum Partners, LLC, a Florida limited liability company
("PLATINUM"),  Health  Benefits  Direct  II,  LLC, a Florida  limited  liability
company  ("HBDII"),  and Health  Benefits  Direct  III,  LLC, a Florida  limited
liability company ("HBDIII");

     WHEREAS,  the Board of Directors  of HBDC,  and the members and managers of
Platinum,  HBDII and HBDIII (the "TRANSFERRED  COMPANIES")  believe it is in the
best interests of their  respective  companies for the Transferred  Companies to
become wholly-owned  subsidiaries of HBDC by having the Transferors,  subject to
and in accordance with the terms and conditions set forth herein, contribute all
of their membership interests in the Transferred  Companies (the "INTERESTS") to
HBDC, in exchange for 7,500,000 shares (the "EXCHANGE  SHARES") of HBDC's common
stock,  $.001 par value per share (the "COMMON  STOCK"),  which shall  represent
100% of  HBDC's  Common  Stock  immediately  upon the  Closing  (as  hereinafter
defined); and

     WHEREAS, the parties desire to make certain representations, warranties and
agreements in connection with the transactions provided for herein.

     NOW,  THEREFORE,  in  consideration  of  the  respective   representations,
warranties,  agreements and covenants  contained herein, and for such other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I
                                 THE TRANSACTION

     Section  1.01  THE  CONTRIBUTION.  On  the  Closing  Date  (as  hereinafter
defined),  and at the  Closing  Time (as  hereinafter  defined),  subject in all
instances  to  each  of  the  terms,  conditions,  provisions,  and  limitations
contained in this Agreement, the Transferors shall contribute, transfer, convey,
and assign to HBDC,  free and clear of any and all liens and  charges,  and HBDC
shall acquire from the Transferors, their Interests, comprising, as to each such
Transferor,  its entire ownership interest in the Transferred Companies, so that
thereafter HBDC shall become the sole holder of the Interests.

     Section 1.02 CONSIDERATION. As consideration for contributing its Interests
to HBDC as provided in Section 1.01 above,  each Transferor shall be entitled to
receive that number of Exchange  Shares set forth  opposite its name on SCHEDULE
1.02 attached hereto and made a part hereof.




     Section 1.03 CLOSING.

          (a)  The  closing  of  the  transactions   contemplated   hereby  (the
"CLOSING") shall be held  simultaneously with the execution of this Agreement at
such times and place as the parties hereto may mutually agree. The date on which
the Closing  actually occurs is referred to herein as the "CLOSING DATE" and the
time at which the Closing occurs is referred to herein as the "CLOSING TIME."

          (b)  On the Closing Date, and at the Closing Time,  HBDC shall deliver
to each  Transferor a certificate (or  certificates),  registered in the name of
such Transferor or its nominee,  representing  that number of Exchange Shares to
be received by it pursuant to Schedule 1.02, and each  Transferor  shall deliver
to HBDC one or more limited  liability  company interest  certificates,  or such
other  evidence of ownership  that is  reasonably  satisfactory  to HBDC and its
counsel, representing all of such Transferor's Interests,  accompanied by a duly
executed transfer instrument in form and substance mutually  satisfactory to the
parties (this exchange,  together with all other related  transactions  provided
for in this Agreement are collectively referred to herein as the "TRANSACTION").
For the  avoidance  of doubt,  to the  extent  that any  Transferor's  ownership
interest in a Transferred  Company is not certificated on the Closing Date, this
Section  1.03(b) does not create an obligation on the part of such Transferor to
certificate such ownership interest.

                                   ARTICLE II
                REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS

     Each of the  Transferors,  recognizing that HBDC is relying on the contents
of this  Article II as a material  inducement  to its  execution,  delivery  and
performance  of this  Agreement,  hereby  represents  and warrants,  jointly and
severally, to HBDC as follows:

     Section 2.01 CORPORATE  EXISTENCE.  Each of the Transferred  Companies is a
limited liability company, duly organized, validly existing and in good standing
under the laws of the  State of  Florida,  possessing  the  requisite  power and
authority to own,  operate and lease its properties and assets,  and to carry on
its business as now and as currently proposed to be conducted.  Each Transferred
Company is duly  qualified as a foreign  corporation  to do business,  and is in
good standing,  in each jurisdiction where the character of the properties owned
or leased by it, or the nature of its activities,  is such that qualification as
a foreign corporation in that jurisdiction is required by law. True and accurate
copies of the,  certificate of  incorporation,  bylaws,  partnership  agreement,
articles  of  organization,  operating  agreement,  or such  other  constitutive
documents,  as the case may be,  each as amended  and in effect on and as of the
Closing (the "ORGANIZATIONAL DOCUMENTS"), of the Transferred Companies have been
delivered to HBDC.

     Section  2.02  AUTHORIZATION;  VALIDITY.  Each of the  Transferors  has all
requisite  power  and  authority  to enter  into  this  Agreement  and all other
documents and  instruments  required to be executed by it in connection with the
Transaction (together,  the "TRANSFEROR RELATED AGREEMENTS").  The execution and
delivery  of  this  Agreement  and the  Transferor  Related  Agreements  and the
consummation  of the  Transaction  have been duly  authorized  by all  necessary
action,  corporate,  partnership,  limited liability company or otherwise and no


                                       2


further action is required on the part of the  Transferors  and the  Transferred
Companies,  as the case may be, to authorize  the execution and delivery of this
Agreement, the Transferor Related Agreements and the Transaction. This Agreement
and the Transferor  Related  Agreements have been duly executed and delivered by
the Transferors, and, assuming the due authorization,  execution and delivery by
the other parties hereto and thereto,  constitute a valid and binding obligation
of the Transferors, enforceable in accordance with their respective terms.

     Section 2.03 NO CONFLICT.  The execution and delivery of this Agreement and
any  Transferor   Related   Agreement  by  any  Transferor  does  not,  and  the
consummation  of the  Transaction  will  not,  conflict  with,  or result in any
violation  of, or default  under  (with or without  notice or lapse of time,  or
both),  or give rise to a right of  termination,  cancellation,  modification or
acceleration  of any  obligation or loss of any benefit under (any such event, a
"CONFLICT") (a) any provision of the Transferred  Companies' or any Transferor's
Organizational Documents, (b) any mortgage,  indenture, lease, contract or other
agreement or instrument or permit, concession, franchise or license to which the
Transferred Companies or any Transferor are subject, or (c) any judgment, order,
decree,   statute,  law,  ordinance,   rule  or  regulation  applicable  to  the
Transferred  Companies or any  Transferor,  or their  respective  properties  or
assets.

     Section 2.04 CONSENTS AND APPROVALS. No consent, waiver, approval, order or
authorization  of, or  registration,  declaration  or filing  with,  any  court,
administrative  agency or commission or other federal,  state,  county, local or
foreign  governmental  authority,  instrumentality,   agency  or  commission  (a
"GOVERNMENTAL  ENTITY") or other third party, including a party to any agreement
with  the  Transferred  Companies  or any  Transferor  (so as not to  trigger  a
Conflict),  is required by or with respect to the  Transferred  Companies or any
Transferor in connection  with the execution and delivery of this  Agreement and
the Transferor Related Agreements or for consummation of the Transaction, except
for such consents, waivers, approvals,  orders,  authorizations,  registrations,
declarations and filings as may be required under applicable securities laws.

     Section 2.05 CAPITALIZATION.

          (a)  All of the Interests of the  Transferred  Companies are listed on
SCHEDULE 2.05 attached hereto and made a part hereof, and the Interests are held
solely by the Transferors.  The Interests are duly  authorized,  validly issued,
fully  paid and  nonassessable  and are not  subject  to any  preemptive  right,
whether created by statute, the Transferred Companies'  Organizational Documents
or any agreement to which either the Transferred  Companies or any Transferor is
a party or by which the  Transferred  Companies or any Transferor is bound,  and
such Interests were issued in compliance  with all federal and state  securities
laws.  There are no declared or unpaid accrued  dividends with respect to any of
the Interests.

          (b)  The Transferors  hold no other equity  securities,  or securities
convertible  into,  exchangeable  for,  exercisable  for  or in  any  other  way
evidencing  the right to receive  equity  securities  of any of the  Transferred
Companies, authorized, issued or outstanding other than the Interests.

          (c)  Each Transferor owns the Interests set forth opposite its name on
Schedule  2.05 free and clear of any and all liens,  claims,  encumbrances,  and
rights of others.

                                       3


          (d)  Each Transferor is authorized and entitled to sell,  transfer and
convey to the HBDC free and clear  title to the  Interests,  without any further
approval or authorization being required.

          (e)  At the Closing Time,  the  Interests  being  contributed  by each
Transferor  to HBDC will  constitute  all of the  Interests  of the  Transferred
Companies and the Transferred Companies will become wholly-owned subsidiaries of
HBDC.

     Section 2.06 PURCHASE  ENTIRELY FOR OWN ACCOUNT.  The Exchange Shares to be
received by each  Transferor  pursuant to the terms  hereof will be acquired for
investment for each Transferor's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof. No Transferor has
any present  intention of selling,  granting any  participation in, or otherwise
distributing  the  Exchange  Shares  to  be  acquired  by  such  Transferor.  No
Transferor  has any contract,  undertaking,  agreement or  arrangement  with any
person or entity to sell or transfer,  or grant any participation to such person
or entity or to any third party,  with respect to any of the Exchange  Shares to
be acquired by such Transferor.

     Section 2.07 TRANSFEROR ADDRESS, ACCESS TO INFORMATION, EXPERIENCE, ETC.

          (a)  The address set forth on the signature  pages by each  Transferor
is such Transferor's  true and correct business,  residence or domicile address.
Each  Transferor  has received and read and is familiar with this  Agreement and
the Transferor Related Agreements. Each Transferor has had an opportunity to ask
questions of and receive  answers from  representatives  of HBDC  concerning the
terms  and  conditions  of this  investment.  Each  Transferor  has  substantial
experience in  evaluating  non-liquid  investments  such as an investment in the
Exchange  Shares  and is  capable  of  evaluating  the  merits  and  risks of an
investment in HBDC. Each Transferor is an "accredited  investor" as that term is
defined in Rule 501(c) of Regulation D promulgated  under the  Securities Act of
1933, as amended (the "SECURITIES ACT").

          (b)  Each Transferor was furnished  access to the business  records of
HBDC and such additional  information and documents as such Transferor requested
and was afforded an opportunity  to ask questions of, and receive  answers from,
representatives  of HBDC  concerning the terms and conditions of this Agreement,
the  acquisition  of the  Exchange  Shares,  the  business,  operations,  market
potential,  capitalization,  financial  condition and prospects of HBDC, and all
other matters deemed relevant to such Transferor.

          (c)  Each  Transferor  acknowledges  that  it  had an  opportunity  to
evaluate all information  regarding HBDC as it deemed  necessary or desirable in
connection  with the  Transaction,  independently  evaluated the Transaction and
reached its own decision to enter into this Agreement and the Transferor Related
Agreements.

     Section 2.08 RESTRICTED  SECURITIES.  Each Transferor  understands that the
Exchange Shares were not registered  under the Securities Act or the laws of any
state and may not be sold or  transferred,  or otherwise  disposed  of,  without
registration  under the Securities Act and applicable  state securities laws, or
pursuant to an exemption therefrom.  In the absence of an effective registration
statement covering the Exchange Shares, such Transferor may sell or transfer, or
otherwise  dispose of, the Exchange Shares only in a manner  consistent with its


                                       4


representations  and agreements set forth herein and any applicable  federal and
state securities laws.

                                  ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF HBDC

     HBDC,  recognizing that the Transferors are relying on the contents of this
Article  III  as  a  material  inducement  to  their  execution,   delivery  and
performance of this Agreement, hereby represents and warrants to the Transferors
as follows:

     Section 3.01 CORPORATE  EXISTENCE.  HBDC is a corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware,
possessing  the  requisite  power and  authority  to own,  operate and lease its
properties  and  assets  and to carry on its  business  as now and as  currently
proposed to be conducted.  HBDC is duly qualified as a foreign corporation to do
business,  and is in good standing,  in each jurisdiction where the character of
the properties  owned or leased by it, or the nature of its activities,  is such
that qualification as a foreign  corporation in that jurisdiction is required by
law.  True and  accurate  copies of HBDC's  Organizational  Documents  have been
delivered to the Transferors.

     Section 3.02  AUTHORIZATION;  VALIDITY.  HBDC has all  requisite  power and
authority to enter into this Agreement and all other  documents and  instruments
required to be executed by it in connection with the Transaction  (collectively,
the "HBDC RELATED AGREEMENTS"). The execution and delivery of this Agreement and
the  HBDC  Related  Agreements,  the  consummation  of the  Transaction  and the
issuance of the Exchange  Shares in accordance  with the  Transaction  have been
duly authorized by all necessary action,  corporate or otherwise, and no further
action is  required on the part of HBDC to  authorize  the  Agreement,  the HBDC
Related  Agreements,  the Transaction and the issuance of the Exchange Shares in
accordance with the Transaction.  This Agreement and the HBDC Related Agreements
have been duly  authorized  and validly  executed and  delivered  by HBDC,  and,
assuming the due  authorization,  execution  and  delivery by the other  parties
hereto  and  thereto,  constitute  a  valid  and  binding  obligation  of  HBDC,
enforceable in accordance with their respective terms.

     Section 3.03 NO CONFLICT.  The execution and delivery of this Agreement and
the HBDC Related Agreements do not, and, the performance thereof by HBDC and the
consummation  of the  Transaction,  will not result in a  Conflict  with (a) any
provision  of HBDC's  Organizational  Documents,  (b) any  mortgage,  indenture,
lease,  contract  or  other  agreement  or  instrument  or  permit,  concession,
franchise  or license to which HBDC,  its  properties  or its assets  (including
intangible assets) are subject,  or (c) any judgment,  order,  decree,  statute,
law,  ordinance,  rule or regulation  applicable to HBDC,  its properties or its
assets.

     Section 3.04 CONSENTS AND APPROVALS. No consent, waiver, approval, order or
authorization of, or registration,  declaration or filing with, any Governmental
Entity or other third party, including a party to any agreement with HBDC (so as
not to trigger a Conflict), is required by or with respect to HBDC in connection
with  the  execution  and  delivery  of  this  Agreement  and the  HBDC  Related
Agreements or for the performance hereof and thereof and for the consummation of
the  Transaction,   except  for  such  consents,  waivers,  approvals,   orders,


                                       5


authorizations, registrations, declarations and filings as may be required under
applicable securities laws.

     Section 3.05 VALID ISSUANCE OF EXCHANGE  SHARES.  The Exchange  Shares have
been duly  authorized  and validly  reserved for issuance,  and, when issued and
delivered by HBDC in accordance with the provisions of this Agreement,  will (a)
be duly authorized,  validly issued,  fully paid, and  nonassessable and free of
preemptive  rights,  and free  and  clear of all  liens,  claims,  encumbrances,
adverse  interests of any kind and free of any  restriction  on transfer,  other
than  restrictions  on transfer under  applicable  federal and state  securities
laws, and (b) represent (i) 100% of HBDC's issued and outstanding  Common Stock.
The Exchange Shares will be issued in compliance with all applicable federal and
state securities laws. Upon issuance and delivery of the Exchange Shares by HBDC
in accordance with the provisions of this Agreement, the authorized,  issued and
outstanding  capital stock of HBDC will consist  solely of the Exchange  Shares.

                                   ARTICLE IV
                                INDEMNIFICATION

     Section 4.01  INDEMNIFICATION OF TRANSFERORS.  HBDC will indemnify and hold
the Transferors and their directors, officers, shareholders,  members, partners,
employees and agents  (each,  a  "TRANSFEROR  PARTY")  harmless from any and all
losses,  liabilities,  obligations,  claims,  contingencies,  damages, costs and
expenses, including all judgments, amounts paid in settlements,  court costs and
reasonable  attorneys' fees and costs of investigation  that any such Transferor
Party  may   suffer  or  incur  as  a  result  of  or   relating   to:  (a)  any
misrepresentation,   breach  or  inaccuracy,  of  any  of  the  representations,
warranties,  covenants or  agreements  made by HBDC in this  Agreement or in any
HBDC Related Agreement or (b) any cause of action, suit or claim brought or made
against such Transferor Party and arising solely out of or solely resulting from
the  execution,  delivery,  performance  or enforcement of this Agreement or any
HBDC Related Agreement and without causation by any other activity,  obligation,
condition or liability  pertaining to such Transferor.  HBDC will reimburse such
Transferor  for its reasonable  legal and other expenses  (including the cost of
any investigation,  preparation and travel in connection  therewith) incurred in
connection therewith, as such expenses are incurred.

     Section  4.02  INDEMNIFICATION  OF  HBDC.  The  Transferors,   jointly  and
severally,   will  indemnify  and  hold  HBDC  and  its   directors,   officers,
stockholders, employees and agents (each, an "HBDC PARTY") harmless from any and
all losses, liabilities,  obligations, claims, contingencies, damages, costs and
expenses, including all judgments, amounts paid in settlements,  court costs and
reasonable  attorneys' fees and costs of investigation  that any such HBDC Party
may suffer or incur as a result of or  relating  to: (a) any  misrepresentation,
breach or inaccuracy,  of any of the representations,  warranties,  covenants or
agreements made by any Transferor in this Agreement or in any Transferor Related
Agreement or (b) any cause of action, suit or claim brought or made against such
Transferor  Party  and  arising  solely  out of or  solely  resulting  from  the
execution,  delivery,  performance  or  enforcement  of  this  Agreement  or any
Transferor  Related  Agreement  and  without  causation  by any other  activity,
obligation,  condition or liability  pertaining to HBDC.  The  Transferors  will
reimburse HBDC for its reasonable  legal and other expenses  (including the cost
of any investigation,  preparation and travel in connection  therewith) incurred
in connection therewith, as such expenses are incurred.

                                       6


                                   ARTICLE V
                                  MISCELLANEOUS

     Section  5.01  FEES AND  EXPENSES.  Except as  otherwise  set forth in this
Agreement, each party shall pay the fees and expenses of its advisers,  counsel,
accountants and other experts,  if any, and all other expenses  incurred by such
party  incident  to  the  negotiation,   preparation,  execution,  delivery  and
performance of this Agreement.

     Section 5.02 ENTIRE AGREEMENT. This Agreement,  together with the schedules
hereto,  contains  the entire  understanding  of the parties with respect to the
subject matter hereof and supersedes  all prior  agreements and  understandings,
oral or written,  with respect to such  matters,  which the parties  acknowledge
have been merged into such document and schedules.

     Section  5.03  NOTICES.  Any and all  notices  or other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (a) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number set forth on the signature pages attached hereto prior to 6:30
p.m. (New York City time) on a business day, (b) the next business day after the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile  number set forth on the signature  pages attached  hereto on a
day that is not a business  day or later than 6:30 p.m.  (New York City time) on
any business day, (c) the second business day following the date of mailing,  if
sent by U.S. nationally recognized overnight courier service, or (d) upon actual
receipt by the party to whom such notice is  required  to be given.  The address
for such notices and communications shall be as set forth on the signature pages
attached hereto.

     Section 5.04  AMENDMENTS;  WAIVERS.  No provision of this  Agreement may be
waived  or  amended  except in a written  instrument  signed,  in the case of an
amendment, by HBDC and each Transferor or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be deemed to be a continuing  waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise  any right  hereunder in
any manner impair the exercise of any such right.

     Section 5.05 CONSTRUCTION. The headings herein are for convenience only, do
not  constitute  a part of this  Agreement  and  shall not be deemed to limit or
affect any of the provisions hereof. The language used in this Agreement will be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rules of strict  construction  will be applied  against  any party.  This
Agreement  shall be  construed  as if  drafted  jointly by the  parties,  and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the authorship of any provisions of this Agreement.

     Section 5.06  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon
and inure to the  benefit of the  parties  and their  successors  and  permitted
assigns.  None of the parties  hereto may assign this Agreement or any rights or
obligations  hereunder  without the prior  written  consent of each of the other
parties.

                                       7


     Section 5.07 NO THIRD-PARTY  BENEFICIARIES.  This Agreement is intended for
the benefit of the parties hereto and their respective  successors and permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

     Section 5.08  GOVERNING  LAW. All questions  concerning  the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
Delaware,  without  regard to the  principles of conflicts of law thereof.  Each
party hereto hereby  irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of
delivery)  to such party at the  address in effect for  notices to it under this
Agreement  and agrees that such service  shall  constitute  good and  sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve  process in any manner  permitted by law.
If any party shall  commence an action or proceeding to enforce any provision of
this Agreement,  then the prevailing party in such action or proceeding shall be
reimbursed  by the  other  party  for its  attorneys  fees and  other  costs and
expenses  incurred with the  investigation,  preparation and prosecution of such
action or proceeding.

     Section 5.09  SURVIVAL.  The  representations,  warranties,  agreements and
covenants contained herein shall survive the Closing.

     Section  5.10  EXECUTION.  This  Agreement  may be  executed in two or more
counterparts,  all of which when taken  together shall be considered one and the
same agreement and shall become effective when  counterparts have been signed by
each  party and  delivered  to the other  party,  it being  understood  that all
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.

     Section 5.11 SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired  thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor,  and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

     Section 5.12 PRONOUNS. Whenever the pronouns "it" or "its" are used herein,
they  shall  also be deemed  to mean  "he" or "his" or "she" or "hers"  whenever
applicable.  Words in the singular  shall be read and construed as though in the
plural  and words in the  plural  shall be read and  construed  as though in the
singular in all cases where they would so apply.


                                       8


     Section 5.13 REMEDIES. In addition to being entitled to exercise all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Transferors  and HBDC  will be  entitled  to  specific  performance  under  this
Agreement.  The  parties  agree  that  monetary  damages  may  not  be  adequate
compensation  for any loss  incurred  by  reason of any  breach  of  obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific  performance  of any such  obligation  the defense that a remedy at law
would be adequate.

                            [Signature Pages Follow]


                                       9


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year hereinabove first set forth.

                                    HEALTH BENEFITS DIRECT CORPORATION


                                    By:/s/ Daniel Brauser
                                       ---------------------
                                       Name:  Daniel Brauser
                                       Title: CFO

                                    Address: 2900 Gateway Drive
                                             Pompano Beach, FL 33069

                                    Facsimile No. 954-691-4010





                             SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT



                                      S-1




     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year hereinabove first set forth.

                                    MARLIN CAPITAL PARTNERS I, LLC


                                    By: /s/ Michael Brauser
                                        -----------------------
                                        Name: Michael Brauser
                                        Title: Manager

                                    Address: 2900 Gateway Drive
                                             Pompano Beach, FL 33069

                                    Facsimile No. 954-691-4010





               SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT



                                      S-2


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year hereinabove first set forth.

                                    PLATINUM PARTNERS II, LLC


                                    By: /s/ Michael Brauser
                                        -----------------------
                                        Name: Michael Brauser
                                        Title: Manager

                                    Address: 2900 Gateway Drive
                                             Pompano Beach, FL 33069

                                    Facsimile No. 954-691-4010





               SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT



                                      S-3





     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year hereinabove first set forth.



                                    By: /s/ Scott Frohman
                                        -----------------------
                                        Name: SCOTT FROHMAN

                                    Address: 2900 Gateway Drive
                                             Pompano Beach, FL 33069

                                    Facsimile No. 954-691-4010




               SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT



                                      S-4




     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year hereinabove first set forth.


                                    /s/ Charles Eissa
                                    -------------------------------------------
                                    CHARLES EISSA

                                    Address: 2900 Gateway Drive
                                             Pompano Beach, FL 33069

                                    Facsimile No. 954-691-4010


               SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT



                                      S-5





     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year hereinabove first set forth.



                                    /s/ Dana Boskoff
                                    ------------------------------------------
                                    DANA BOSKOFF

                                    Address: 136 E. 36th Street
                                             New York, NY 10016
                                             Apt. #80

                                    Facsimile No. 212-202-6139



               SIGNATURE PAGE TO SECURITIES CONTRIBUTION AGREEMENT



                                      S-6