Exhibit
10.21


 


AGREEMENT FOR PURCHASE OF AGENCY ASSETS


THIS AGREEMENT MADE this
11th day of April, 2006 (the “Agreement”) by and
between InsWeb Insurance Services, Inc., and
Goldrush Insurance Services, Inc., both corporations of Gold River, California,
collectively hereinafter referred to as “Seller,” and Brooke Franchise
Corporation, a corporation of Overland Park, Kansas, hereinafter referred to as
“Purchaser.”


DEFINITIONS


For purposes of this
Agreement, the following terms shall have the following meanings unless the
context clearly requires otherwise:


Agency Assets.  Agency Assets shall have the meaning set
forth in paragraph 1 of this Agreement. 
Agency Assets shall specifically exclude: a) the Seller’s operations
related to the sale of life and health insurance and annuities, and b) Seller’s
parent company’s lead generation/lead distribution operations and assets.


Company.  A company issuing, brokering, selling or
making a market for Policies.


Insurance Services.  Insurance services include but are not
limited to the sale, renewal, service or delivery of property casualty insurance
policies, insurance brokering services, insurance customer services, risk
management services and insurance related consulting or advisory services in
connection with Policies.  Insurance
Services shall exclude life insurance, health insurance and annuity related services.


Person.  Any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization, association,
corporation, limited liability company, institution or other entity.


Policies.  Any and all property and casualty Insurance Services,
policies, coverages or products bindably quoted, sold, renewed, serviced or
delivered through Seller to any Person.   Policies shall specifically exclude life
insurance, health insurance and annuity services, policies, coverages and
products.


Now,
therefore, in consideration of the mutual promises, covenants,
and agreements set forth hereinafter, the Seller does hereby agree to sell and
the Purchaser does hereby agree to purchase the Agency Assets hereinafter
described on the terms and conditions set forth as follows:


TERMS AND CONDITIONS


1.  Subject Matter of the Agreement.  Seller hereby agrees to sell, transfer,
assign and convey unto the Purchaser all of Seller’s right, title and interest
in and to the Policies.  Such sale shall
include: the “book of business” associated with the Policies which includes but
is not limited to: all customer accounts associated with all Policies; goodwill
associated with all Policies; all electronic and paper customer lists, whether
past, current or prospective customers associated with the Policies; all
electronic and paper customer files, whether past, current or prospective
customers associated with the Policies; all customer renewals associated with
the Policies; all electronic and paper customer records, whether past, current
or prospective customers associated with the Policies;  and all other intangible assets associated
with the Policies.  Such sale shall also
include all office equipment and other personal property specifically
identified on the listing attached hereto as Exhibit C.  All assets shall be conveyed unto Purchaser,
free and clear of any claims, liens and encumbrances whatever.   The assets described in this paragraph shall
be collectively referred to as the “Agency Assets.”


2.   Purchase Price.  (a) In consideration of the sale of the above
described Agency Assets, the Purchaser agrees to pay the total sum of Two
Million Fifty Thousand and No/100 Dollars ($2,050,000) in the following manner:


(b) The sum of Thirty Thousand and No/100 Dollars ($30,000)
as earnest money, the receipt of which is hereby acknowledged.


(c) The sum of One Million Eight Hundred Twenty Thousand and
No/100 Dollars ($1,820,000) shall be paid to Seller on the date of closing.


(d) The balance of the purchase price in the amount of Two Hundred
Thousand and No/100 Dollars ($200,000) shall be paid in one (1) installment of Two
Hundred Thousand and No/100 Dollars ($200,000) which shall be due one hundred
and twenty (120) days after the closing of this Agreement.


(e) The total purchase price described in paragraph 2(A) (the
“Total Purchase Price”) shall be reduced by $200,000 if during the four month
period immediately following closing, Seller does not fulfill its obligations
to transfer the Agency Assets to Purchaser











 


such as send (or provide to Purchaser to send) the transfer
letters in the form attached hereto as Exhibit B to Companies, send follow-up
letters at Purchaser’s request, sign such other forms or letters required to
effect the transfer, and/or request Companies to discontinue direct deposit of
property and casualty commissions to Seller’s accounts and sign all forms
necessary to effect such discontinuance.


3. Conveyance of Title and
Delivery of Property.   (a)
Seller shall convey title to the above described Agency Assets by a Bill of
Sale which shall be executed, acknowledged, and delivered to the Purchaser on
the closing date of this Agreement, free of all liens and encumbrances whatever.  The bill of sale shall be in the form
attached hereto as Exhibit A and made a part hereof by reference.


(b) Seller shall transfer
to Purchaser all Policies that are a part of the book of business sold pursuant
to this Agreement by executing and delivering Transfer Letters (hereinafter the
“Transfer Letters”)  to the Purchaser or
the Companies on the closing date of this agreement.  The Transfer Letters shall be in the form
attached hereto as Exhibit B with Seller’s original signatures for each such
Transfer Letters.  Seller furthermore
agrees to sign any additional forms or letters which may be required to
transfer said Policies or any other Agency Assets set forth in paragraph 1 of
this Agreement.


(c) Seller shall deliver
to Purchaser on the closing date of this Agreement the entire contents of all
paper and electronic files for all of Seller’s past, current and prospective
customers associated with the Policies. Delivery shall be at Seller’s expense
and shall be by a courier the parties mutually agree will provide acceptable
security and deliverance assurances. Seller shall also deliver to Purchaser, in
electronic and paper format, a book of business report for the Policies by
expiration date.  Electronic files may be
made available in electronic text format using comma separated values or in
paper format by printing customer lists, customer data, customer notes,
customer accounting, customer history, Policy expiration lists, Policy notes,
Policy accounting, Policy history, claims notes and other records which are
stored in Seller’s electronic files. 
Seller agrees that Seller will arrange to have all Policy data
irretrievably deleted from its electronic storage units (such as computers,
servers, management systems, backup drives), unless such Policy data resides on
computer equipment that is transferred to Purchaser under this agreement.


4.
Closing.  Closing of this sale shall occur on April 28,
2006, and shall be effective on such date (hereinafter the “closing date”),
unless another date is agreed upon in writing by the parties.


5.
Effective Date of Transfer of Business and
Obligations.  (a) All of the
Agency Assets conveyed under the terms of this Agreement shall be transferred
as of the closing date.  Purchaser shall
be entitled to all commissions for Policies and other positive statement
balances associated with Policies (whenever and by whomever written) which are
received on or after the closing date and/or reported on Company commission
statements received on or after April 15, 2006. 
Furthermore, Purchaser shall be entitled to all Policy fees (including
but not limited to all copy fees, administrative fees, broker fees, specialty
fees, MVR fees, etc.) and any bonuses as more fully described in paragraph 5(f),
for all Policies (whenever and by whomever written) which are received by
Seller or Purchaser from any Person on or after April 15, 2006.  If Purchaser becomes aware of any commissions
paid to Seller but otherwise owed to Purchaser as described above, Purchaser
may offset any amounts due Seller pursuant to paragraph 2(d), if any, plus interest
at the maximum rate allowable by law (not to exceed 18% per annum) or Purchaser
may demand reimbursement from Seller, in which case Seller agrees to fully and
promptly reimburse Purchaser.


(b) Seller shall be
liable for all debts, premiums, statement balances reflected on Company
statements dated prior to the closing date, and other obligations incurred
prior to the closing date.  Seller
acknowledges that the value of the assets sold pursuant to this Agreement is
diminished if Seller does not promptly pay its obligations to Customers, and/or
Companies including without limitation, the net policy premiums (or return
premiums) on Policies written (or cancelled) prior to the closing date.  As such, if Purchaser becomes aware that any
such agency related expenses are not paid when due, then Purchaser may elect,
but is not obligated, to pay any such amounts on behalf of Seller, in which
event, at Purchaser’s sole option, Purchaser may offset any amounts due Seller
pursuant to paragraph 2(d), if any, plus interest at the maximum rate allowable
by law (not to exceed 18% per annum) or Purchaser may demand reimbursement from
Seller, in which case Seller agrees to fully and promptly reimburse Purchaser.


(c) Seller agrees that in the event
there are outstanding debts, premiums, return premiums, statement balances
and/or other obligations on Policies written prior to the closing date,
Purchaser, at its sole discretion, may offset any amounts collected pursuant to
this paragraph 5(c) from amounts owed to Seller pursuant to this paragraph 5(c).  In the event such amounts collected are
insufficient to satisfy any outstanding debts, premiums, return premiums,
statement balances and/or other obligations on Policies, at Purchaser’s sole
option, Purchaser may offset any remaining amounts due Seller pursuant to
paragraph 2(d), if any, plus interest at the maximum rate allowable by law (not
to exceed 18% per annum) or Purchaser may demand reimbursement from Seller, in
which case Seller agrees to fully and promptly reimburse Purchaser.











 


(d) After the closing date Seller
shall not be responsible for payment to Purchaser of commissions on any
reduction of premiums which result from policy cancellations, policy
endorsements or policy audits for Policies and which are reflected on any
Company statement dated after the closing date. 
After the closing date, Seller shall be responsible for any additional
amounts due Customer, Companies or other Persons which result from policy
cancellations, policy endorsements, or policy audits for Policies and which are
reflected on any Company statement dated prior to (or first recorded on Company
statements dated prior to) the closing date. 
Correspondingly, after the closing date, Purchaser shall not be
responsible for payment to Seller of commissions on any additional premiums
which result from Policy endorsements or Policy audits for Policies and which
are reflected on any Company statement dated after the closing date. After the
closing date, Purchaser shall be responsible for any additional amounts due
Customer or Companies which result from policy cancellations, policy
endorsements, or policy audits for Policies and which are reflected on any
Company statement dated after the closing date; provided such additional
amounts were not first reflected on Company statements dated prior to the
closing date.  Notwithstanding any other
provision of this Agreement, Seller shall be responsible for any and all
amounts due Companies or other Persons which result from policy cancellations,
policy endorsements, policy audits, or any other Policy related activity
arising out of or in connection with Policies originally written by Seller
through any Company that is subject to receivership, rehabilitation, or liquidation
as of the closing date, regardless of the time that such charges are invoiced
or appear on any Company or agent statement.


(e) Seller shall remit to
Purchaser on the closing date any funds received by Seller for Policies written
on or subsequent to the closing date.


(f) Purchaser shall be
entitled to all profit sharing commissions, bonus commissions, performance
compensation, prizes and trips, advertising allowances or override commissions
received by Seller or Purchaser on or after the closing date associated with
the Agency Assets.


6.  Hold Harmless Guaranty.
  (a) Seller hereby agrees and promises
to indemnify, defend and hold Purchaser harmless for any and all liability that
may arise by reason of Seller’s or Seller’s owner’s, directors, officers, employees
and independent contractors negligence or failure to renew, issue or otherwise
service any Policy prior to the date of closing, it being agreed that any
liability for such errors and omissions in the transaction of business shall
vest solely with Seller.  Further, Seller
hereby agrees and promises to indemnify, defend and hold Purchaser harmless
from and against any and all claims made by any Person for Seller’s, Seller’s
owners, directors, officers, employees and independent contractors actions and/or
inactions prior to the closing date, including but not limited to any claim
from a broker/listing agent claiming a fee for the sale of the Agency Assets
that are the subject matter hereof.


(b) Purchaser hereby
agrees and promises to hold Seller harmless for any and all liability that may
arise by reason of Purchaser’s or Purchaser’s owner’s, directors, officers,
employees and independent contractors negligence or failure to renew, issue or
otherwise service any Policy after the date of closing, it being agreed that
any liability for such errors and omissions in the transaction of business
shall vest solely with Purchaser.


7.  Contingencies. (i) This
Agreement is subject to Purchaser’s due diligence including verification of
Seller’s information set forth in the Seller’s Survey previously submitted to
Purchaser, a copy of which is attached hereto as Exhibit G.  (ii) This Agreement is further contingent
upon Seller obtaining and providing to Purchaser a form of the non disclosure agreement
applicable to Seller’s licensed personnel, producers, customer service
representatives and employees.  Seller
does hereby covenant and agree to enforce such agreements for the continued
benefit of Purchaser.  However, Seller
agrees that Purchaser, at its option, shall have the right to enforce such
agreements, but is not required to do so. 
(iii) Finally, this Agreement is contingent upon there being no material
adverse change in the manner of operation of Seller’s business, no material
adverse change in the acquired assets, Seller’s full compliance with all
applicable transfer rules and obligations, if any, under State or Federal law,
and there being no suit, action, or other proceeding threatened or instituted
to restrain, enjoin, or otherwise prevent the consummation of this Agreement or
the contemplated transactions.


8.  Covenants of Seller.  (a) Seller does, hereby, covenant and agree
that its owners, directors, officers and employees will, at all times, on and
after the closing date, assist and cooperate with Purchaser in transferring to
Purchaser all Policies.  Further, Seller
does, hereby, covenant and agree that its owners, directors, officers and
employees will, to the extent possible and at all times, on and after the
closing date, assist and cooperate with Purchaser in the transition or transfer
of the Agency Assets.


(b) Seller, its parent
company and affiliated companies (collectively for the purposes of this
paragraph 8(b), “Seller”) agree that they will not engage directly or
indirectly in the business of selling  property and casualty policies in or within the
states where there are Policies for a period of two (2) years from and after
the closing date.  Seller further agrees
that for a period of five (5) years from and after the closing date, it will
not directly or indirectly solicit or write property and casualty insurance policies
for











 


any customers that have Policies sold pursuant to this Agreement and
will not directly or indirectly attempt to divert any customer that has a
Policy sold pursuant to this Agreement from continuing to do business with Purchaser.  In addition, Seller agrees not to make any
disparaging statements about Purchaser, its assigns or the Agency Assets.  Seller agrees not to provide any customer
lists, customer records, customer files, customer renewal or expiration lists,
or other confidential information regarding the Policies sold pursuant to this
Agreement to any Person without Purchaser’s prior written consent.  The parties acknowledge and agree that the
period associated with any of the restrictive covenants contained in this
paragraph 8(b) shall be suspended during any period of violation and/or any
period of time required to enforce this covenant by settlement, mediation,
arbitration, litigation, threat of arbitration or threat of litigation. Moreover,
Seller agrees that violation of the covenants set forth in this paragraph 8(b)
will cause Purchaser irreparable harm and Purchaser shall be entitled to the
immediate issuance of a temporary restraining order for any violations hereof.  The parties also acknowledge that the
covenants set forth in this paragraph 8(b) are material to this agreement, that
the covenants contained in this paragraph 8(b) are reasonable and necessary,
and that Seller has received sufficient and adequate consideration for same.  Notwithstanding any provision of this
paragraph 8(b), Seller shall not be prohibited from conducting its life
insurance, health insurance and annuity agency business.  Furthermore, Purchaser acknowledges that
customers who own Policies may contact and request quotes through Seller’s
internet based quotation system, that Seller will not screen or block customers
who have Policies from requesting quotes, and that Seller may sell to third
parties leads generated through quotes requested by customers who own
Policies.  Notwithstanding any other
provision of this Agreement, Seller’s internet lead generation/distribution
system shall not be deemed indirect solicitation or writing of customers and Seller
shall not be prohibited from conducting its lead generation and distribution
business in any state so long as such business is conducted in the ordinary
course and Seller does not distribute, sell or provide in whole or in part the
list of Policies to any Person.


 


(c) Seller does hereby
covenant and agree to deliver to Purchaser all evidence of ownership and origin
of all Agency Assets.


(d) Seller does hereby
covenant and agree to enforce, for the continued benefit of Purchaser, all non
disclosure agreements pertaining to the Policies or related information between
Seller and its owners, producers, directors, officers, independent contractors
and employees.


(e) From the date hereof
and continuing through the closing date, described as the “Interim Period”,
Seller shall not transfer, remove or sell or contract to transfer, remove or
sell any Agency Assets.  During the
Interim Period, Seller shall promptly notify Purchaser of any change in agency
operations which might have a material adverse effect on the Agency Assets.


(f) The Seller covenants,
warrants and represents that it will disclose to Purchaser prior to the closing
date all Companies that direct deposit (or otherwise deliver) commissions into
any of Seller’s accounts.  Seller hereby
covenants and agrees that if Companies, continue on or after the closing date
to directly deposit or deliver checks to Seller for commissions due Purchaser
pursuant to this Agreement, Seller will immediately notify Purchaser that said
commissions were deposited into Seller’s account (or otherwise delivered to
Seller) and will forward said commissions on to Purchaser within five (5)
business days of such deposit or delivery. 
Seller agrees that if its fails to abide by the terms of this paragraph
8(f), Purchaser has the authority to decrease amounts due Seller, if any,
pursuant to paragraph 2(d) or any other provision of this Agreement, plus
interest at the maximum rate allowable by law (not to exceed 18% per annum),
and further has the right to pursue any and all other remedies available to it.


(g)  The Seller covenants, warrants and represents
that there are no creditors and/or lienholders with a claim against the Agency
Assets.  Purchaser acknowledges the
existence of a putative claim against Seller captioned Amy Ann Healy v.
Leader Insurance Company, et al Allegheny County, Pennsylvania No. GD
04-8624. Seller hereby covenants and agrees that if any creditors and/or
lienholders (including but without limitation Amy Ann Healy) make a claim
against Purchaser or any Agency Assets that are the subject matter of this
Agreement, Seller and its parent company shall satisfy such claims in full, to
the satisfaction of such creditors and/or lienholders and to the satisfaction
of Purchaser, it being agreed that Seller and its parent company agree to
indemnify, defend and hold Purchaser harmless from and against any such
creditors’ and/or lienholders’ claims, liens and/or other encumbrances.


9.  Warranties and
Representations of the Purchaser. 
The Purchaser warrants and represents that it is a corporation, duly
organized, existing and in good standing under the laws of the State of
Missouri. Purchaser warrants and represents that it has taken all necessary
corporate action, including, but not limited to, binding resolutions of all of
its directors to enter into this agreement and to carry out the terms and
conditions thereof.


10.  Warranties and Representations of the Sellers.  (a) If Seller is a corporation duly
organized, existing and in good standing under the laws of the State of California
and Seller warrants and represents that it has taken all necessary action and
has the











 


requisite authority,
including, but not limited to, binding resolutions/actions of all of its
directors and shareholders/members to enter into this Agreement and to carry
out the terms and conditions thereof.


(b) The Seller warrants and
represents that it has received sales commissions in connection with the
Policies, excluding


(i)                   profit sharing
commissions,


(ii)                vested producer
commissions,


(iii)             life and/or health
insurance commissions,


(iv)            policy fees, and


(v)     brokered policies commissions (which shall
not be interpreted to include Policies written through Goldrush Insurance
Services, Inc.), of at least One Million Five Hundred Thirty-nine Thousand
Seven Hundred and No/100 Dollars ($1,539,700), for the twelve (12) month period
ending February 28, 2006.  This figure
represents the amount Seller has booked in their financial statements for the
period of March 1, 2005 to February 28, 2006 in accordance with GAAP. The
Seller warrants and represents that, in connection with the Policies, it has
received policy fees (which for the purposes of this Agreement shall be deemed
to include but not be limited to all copy fees, administrative fees, consulting
fees, broker fees, specialty fees, MVR fees, application fees, etc.) of at
least Zero and No/100 Dollars ($0000), for the twelve (12) month period ending February
28, 2006.  The Seller warrants and
represents that it has provided (or will provide by April 17, 2006) accurate
and complete third party documents containing commissions information and that
an affidavit, a copy of which is attached hereto as Exhibit D, has been
executed (or will be executed simultaneously at the time such third party
documentation is provided) and attached to said documents.  The Seller further warrants and represents
that it has provided (or will provide by April 17, 2006) accurate and complete
documentation requested by Purchaser with regard to such policy fees
represented.  Furthermore, prior to
closing Seller agrees to notify Purchaser immediately if it becomes aware of
any circumstances which would reduce the amounts warranted or represented in
this paragraph 10(b) or would make the documents provided with Exhibit D
unreliable for forecasting future commissions, including without limitation:
(a) the actual or pending cancellation or non renewal of any Policies, (b)
Company changes in underwriting, organization, premiums or management, (c) the
actual, pending or threatened Company contract cancellation, whether written or
verbal, or (d) regulatory changes.


(c) The Seller warrants
and represents that it is the sole and legitimate owner of the Agency Assets to
be purchased and sold pursuant to this Agreement.


(d) The Seller warrants
and represents that it currently has an errors and omissions insurance policy
in force and that such policy will remain in force for a period of three (3)
years from and after the closing date to provide continuing errors and
omissions insurance coverages or that a “tail” policy will be or has been
purchased (on or before the closing date) which provides for continuing errors
and omissions insurance coverages for a period of three (3) years.  In either case, Seller will provide Purchaser
with proof of such coverage on the closing date and annually thereafter.


(e) The Seller warrants
and represents that all of its licensed producers and representatives are/have
been employees and that it does not have (and has not had during the preceding
twelve (12) months) agreements with employees other than non disclosure agreements
signed by employees for the benefit of and to protect Seller.


(f) The Seller warrants
and represents that it has fully and accurately disclosed to Purchaser in
writing in the form attached hereto as Exhibit F:  all trade names Seller currently uses or has
used; all locations at or from which Seller conducts or has conducted agency
business; all websites and email addresses; all telephone and telefax numbers;
Seller’s chief executive office if Seller conducts business at more than one
location;  names of prior owners of any
of the Agency Assets;  and the location
of Agency Assets for preceding five (5) years.


(g) The Seller warrants
and represents that it has fully and accurately disclosed to Purchaser all
information elicited by the Seller’s Survey attached hereto as Exhibit G.


(h)  Some jurisdictions have adopted bulk transfer
laws requiring that Seller’s creditors be given advance notice of an asset
sale.  Failure to comply with the bulk
transfer requirements can result in the transfer being ineffective with respect
to the Seller’s creditors, leaving them in a position to recover against the
assets purchased by the Purchaser. 
Seller and Seller’s parent company agree to fully defend, indemnify and
hold Purchaser harmless from and against such creditors’ claims.











 


(i)  The Seller warrants and represents that
Seller has paid or will pay on or prior to the closing date all debts,
premiums, claims, statement balances and obligations on Policies, whether to
Companies, policy holders, or otherwise, written prior to the closing date.


11.  Use of Names and PO Box
and Telephone Number. As a result of the sale contemplated herein,
the Purchaser shall on and after the date of closing be entitled to the use of
the Seller’s Name (“InsWeb Insurance Services” and “Goldrush Insurance Services”)
for transitional purposes.  Transitional
purposes shall include use of Seller’s Name in electronic and paper customer
notifications of the transfer, electronic and paper Company notifications of
the transfer, and electronic and paper public announcements; provided that all
materials using Seller’s Names shall be approved by InsWeb Corporation prior to
dissemination, which approval shall not be unreasonably withheld or delayed.  Furthermore, Purchaser’s use of Seller’s Names
for transitional purposes shall not imply or state that Seller has endorsed the
message, that Seller is the sender, or that Purchaser is the owner of Seller’s
Name.  For a period of two (2) years
following the closing date, the Seller shall not use or authorize anyone else
to use Seller’s Names in connection with a property and casualty insurance
agency operation.  Purchaser shall
acquire all rights to the telephone listings, telephone numbers, telefax
numbers, email addresses, websites, and post office boxes listed on Exhibit F.


12.  Security Interest.  (a) To secure the payment of the
sums described in paragraph 2(d) hereof, Purchaser hereby grants to Seller a
security interest in and to the Agency Assets, as of the closing date, which
are purchased from Seller pursuant to this Agreement.  Such security interest shall be subordinate
to any security interest granted by Purchaser to the lender financing Purchaser’s
acquisition of the Agency Assets.  (b)
The Purchaser agrees to deliver to the Sellers a UCC-1 financing statement
evidencing said security interest in form suitable for filing upon request from
Seller.


13.  Default.   (a) Time
is of the essence of this Agreement. Purchaser agrees that Purchaser shall
complete its inspection pursuant to paragraph 7(i) within five (5) business
days of receipt of information from Seller reasonably necessary to conduct
Purchaser’s due diligence inspection (the “Inspection Cut Off Date”).  If Purchaser is dissatisfied with the
inspection described in paragraph 7(i), Purchaser shall notify Seller of its
dissatisfaction on or before the close of business on the Inspection Cut Off
Date, and this Agreement may, at option of the Purchaser, become null and void,
and Purchaser shall be entitled to the return of all earnest money payments and
all parties shall thereupon be released from any further liability under this
Agreement.  If Purchaser does not notify
Seller of Purchaser’s dissatisfaction on or before the Inspection Cut Off Date,
the earnest money deposit paid by Purchaser pursuant to paragraph 2(b) shall
become non refundable and in the event that the Purchaser shall fail to pay the
amount due on the date of closing as described in paragraph 2(c) hereof, then
this Agreement shall immediately become null and void and the Seller shall be
entitled to retain the earnest money described in paragraph 2(b) hereof as
liquidated damages.  Notwithstanding the
other provisions of this paragraph 13(a), in the event either contingency set
forth in paragraph 7(ii) or (iii) is not met, this Agreement may, at option of
the Purchaser become null and void and Purchaser shall be entitled to this
return of all earnest money payment and all parties shall thereupon be released
from any further liability.


(b) In the event that the Purchaser shall fail to make any of the
installment payments described in paragraph 2(d) hereof within five (5) days of
the payment due date, Seller, or their authorized agents, shall give written
notice of such default to the Purchaser at the address shown hereinafter.  In the event Purchaser fails to cure its
default within ten (10) days of receipt of written notice, then the Seller
shall be entitled to interest at the maximum rate allowable by law (not to
exceed 18% per annum), and further has the right to pursue any and all other legal
remedies available to it.


14. Assignment of Purchaser’s
Interest. It is agreed that Purchaser has the unconditional right to
assign or transfer any or all of Purchaser’s rights and obligations obtained or
incurred pursuant to this agreement to a qualified assignee or purchaser
capable and having financial resources to honor all commitments contained
herein, as may be determined by Purchaser. 
In the event of any such assignment or transfer, Purchaser hereby guaranties
all payments due Seller under the terms of this Agreement.


15. Miscellaneous Agreements
of the Parties.  (a) The
Purchaser shall not assume any of Seller’s obligations with regards to
employees, producers, independent contractors, lessors (real or personal
property, equipment or otherwise), vendors, suppliers, advertisers or utility
companies. (b) Seller and Seller’s parent company acknowledge that Purchaser
shall make public statements regarding the acquisition of the Agency Assets and
consent to a press release and other public statements by Purchaser regarding
the acquisition by Purchaser of the Agency Assets; provided however, all public
statements or press releases by Purchaser shall b approved by InsWeb
Corporation prior to their dissemination, which approval shall not be unreasonably
withheld or delayed..


16. Entire Agreement.  (a) This Agreement contains all of
the terms and conditions of agreement between the parties hereto relative to
the subject matter hereof, and no other agreement relative thereto between
them, whether past, present or future, shall be valid unless the same is
reduced to writing and signed by each of the parties.











 


(b) Upon execution of
this Agreement, any confidentiality agreement previously signed by Purchaser,
if any, is no longer valid and no longer enforceable; provided however,
Purchaser shall continue to maintain the confidentiality required by this
Agreement.


(c) The parties agree that the following listed exhibits are an
integral part of this agreement.  The
parties acknowledge that Exhibit B, Exhibit C, Exhibit E, and Exhibit F are
fully executed original documents.  The
parties further acknowledge that Exhibit D and Exhibit G are copies of fully
executed original documents.


Exhibit A-       Bill of Sale


Exhibit B-         Transfer Letter(s)


Exhibit C-         Listing of Office
Equipment and Other Personal Property


Exhibit D-        Affidavit


Exhibit E-          List of Agreements


Exhibit F-          Disclosure of Trade
Names, etc.


Exhibit G-         Seller’s Survey


(d)  This Agreement may be delivered
electronically and may be executed in two or more counterparts, each of which
shall be deemed an original, and all of which when taken together shall
constitute one and the same agreement.


17.  Amendments.  This Agreement may not be modified, revised,
altered, added to, or extended in any manner, or superseded other than by an
instrument in writing signed by all the parties hereto.  No waiver of any provision hereof shall be
effective unless agreed to in writing by all parties hereto.  Any modification or waiver shall only be
effective for the specific instance and for the specific purpose for which
given.


18.  Failure to Enforce, Not Waiver.  The failure by either party to enforce any
provision of this Agreement shall not be in any way construed as a waiver of
any such provision nor prevent such party thereafter from enforcing each and
every other provision of this Agreement.


19.  Invalidity or Non-enforceability.  The invalidity or non-enforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.  However, if it is determined that the non
compete or non solicit provisions set forth in paragraph 8(b) are not
enforceable for any reason (including but not limited to being unenforceable
for the full stated period of time or the stated geographic region), such non
compete or non solicit provisions shall not be stricken, but shall be reformed
to the extent required to be enforceable under and comply with applicable law
and as reformed shall be fully enforceable.


20.  Governing Law.  This Agreement shall be construed and
governed by the laws of the State of Kansas. 
Subject to paragraphs 24 and 25, at the option of Purchaser,
jurisdiction and venue for any dispute arising under or in relation to this
Agreement will lie only in the State of Kansas with the Phillips County
District Court, or the U.S. District Court having jurisdiction over Phillips
County in the State of Kansas.  The
locale for any arbitration shall be the American Arbitration Association
hearing office in Kansas City Missouri. In the event that an arbitration
action, lawsuit, administrative proceeding or litigation is brought with
respect to this Agreement, the prevailing party shall be entitled to be
reimbursed for, and/or have judgment entered with respect to, all of its costs
and expenses, including reasonable attorney’s fees’ and legal expenses.


21.  Notices.  Notices which may be required to be sent by
Seller or Purchaser in accordance with this Agreement shall be sent to the
address set forth below or such other address as may be designated by such
party provided notice of such change in address has been given to the other
party.  Notices shall be deemed effective
if in writing, and delivered by hand or mailed by United States Mail, postage
prepaid, mailed by certified mail, with return receipt requested, or mailed by
express courier with date of receipt confirmed. 
The effective date of notice shall be the day of delivery by hand; if
mailed by regular mail, four business days following the mailing thereof; and,
if by certified mail or express courier, the date of receipt thereof:




	
  Seller Address:

  	
  Purchaser Address:

  
	
  InsWeb Insurance
  Services, Inc.

  	
  Brooke Franchise Corporation

  
	
  Goldrush
  Insurance Services, Inc.

  	
  Attn: Shawn Lowry

  
	
  11290 Pyrites
  Way

  	
  10950 Grandview Drive, Ste 500

  
	
  Gold River CA
  95670

  	
  Overland Park, KS 66210

  
	
  Attn: General
  Counsel

  	
   

  






 











 


22.
Binding Effect. This agreement executed
in triplicate shall be binding upon each of the parties hereto, their heirs,
administrators, successors and assigns. 
The use of the masculine shall include the feminine, and the use of the
singular shall include the plural.


23.  Timeliness.  Timeliness and punctuality are essential
elements of this Agreement.


24.  Mediation.  Any issue, claim or dispute that may arise
out of or in connection with this Agreement (including any exhibits, addenda or
other document executed in connection herewith) and which Purchaser and Seller
are not able to resolve themselves by negotiation, shall be submitted to
mediation in a manner agreed to by Purchaser and Seller.  Purchaser and Seller agree to use mediation
to attempt to resolve such issue, claim or dispute prior to filing any
arbitration action, lawsuits, complaints, charges or claims.  Purchaser and Seller will select an
independent mediator agreeable to both parties. 
The mediator will communicate with the parties to arrange and convene
the mediation process that will be most efficient, convenient and effective for
both parties.  The costs of the mediation
and fees of the mediator will be borne equally by Purchaser and Seller.  The parties will cooperate with the mediator
in coming to a reasonable agreement on the mediation arrangements which will
include the time and place for conducting the mediation, who will attend or
participate in the mediation and what information and written material will be
exchanged before the mediation.  The
mediation will be conducted at a place agreeable to both Purchaser and Seller.


25. Arbitration.  Any issue, claim or dispute that may arise
out of or in connection with this Agreement (including any exhibits, addenda or
other document executed in connection herewith) and which Purchaser and Seller
are not able to resolve themselves by mediation, shall be submitted to
arbitration administered by the American Arbitration Association under its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator(s) may be entered in an court having jurisdiction thereof.  Purchaser and Seller agree to use arbitration
to resolve such issue, claim or dispute prior to and in lieu of filing any
lawsuits, complaints, charges or claims. 
In the event a proceeding is brought with respect to this Agreement, the
prevailing party shall be entitled to be reimbursed for and/or have judgment
for all of their costs and expenses, including reasonable attorney’s fees and
legal expenses.


26.  Advice of Counsel.  Seller acknowledges and agrees that this Agreement
and all other agreements ancillary hereto have been prepared by Purchaser and
counsel for Purchaser representing its interests and not those of Seller with
respect to the transactions documented by this Agreement and the ancillary
documents.  Seller further acknowledges
and agrees that Seller has been provided the opportunity and encouraged to
consult with counsel of Seller’s own choosing with respect to this Agreement
and the ancillary agreements.  Seller
acknowledges that Seller has read all of the provisions of this Agreement and
that each understands such provisions.


	
  SELLER:

  	
  PURCHASER:

  
	
   

  	
   

  
	
  /s/ L. ERIC LOEWE

  	
   

  	
  /s/ SHAWN
  LOWRY

  
	
  Senior Vice President and General Counsel

  	
  President

  
	
   

  	
   

  
	
  SELLER:

  	
   

  
	
   

  	
   

  
	
  /s/ L. ERIC LOEWE

  	
   

  	
   

  
	
  Senior Vice President and General Counsel

  	
   

  



 











 


AGREEMENT


 


The undersigned agree(s) to and is (are) bound by
the covenants set forth in paragraph 8(b), 8(g) and 10(h) herein and
specifically acknowledge that the covenants contained in said paragraphs are
assignable and are reasonable and necessary and that the undersigned has
received ample consideration for same.


InsWeb
Corporation


	
  /s/ L. ERIC
  LOEWE

  	
   

  
	
  Senior Vice President and General Counsel

  



 











Exhibit A
to Agreement for Purchase of Agency Assets


BILL OF SALE


Now on this 28th day of April, 2006, for good and valuable
consideration, the receipt of which is hereby acknowledged, InsWeb Insurance
Services, Inc. and Goldrush Insurance Services, Inc. of Gold River, California,
collectively as Seller, hereby sells, transfers, assigns and conveys unto
Brooke Franchise Corporation, all of Seller’s right, title and interest in and
to the Policies.  Such sale shall
include: the “book of business” associated with the Policies which includes but
is not limited to: all customer accounts associated with all Policies; goodwill
associated with all Policies; all electronic and paper customer lists, whether
past, current or prospective customers associated with the Policies; all
electronic and paper customer files, whether past, current or prospective
customers associated with the Policies; all customer renewals associated with
the Policies; all electronic and paper customer records, whether past, current
or prospective customers associated with the Policies; and all other intangible
assets associated with the Policies.  All
assets shall be conveyed unto Purchaser, free and clear of any claims, liens
and encumbrances whatever.   The assets
described in this paragraph shall be collectively referred to as the “Agency
Assets.”


All assets are hereby
conveyed unto Purchaser, free and clear of any claims, liens, taxes and
encumbrances whatever.


	
  

  	
  SELLER

  
	
  Attest: (If
  incorporated)

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
  SELLER

  
	
  Attest: (If incorporated)

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  State of 

  	
   

  	
   

  	
   

  
	
  County of 

  	
   

  	
   

  	
   

  
								



 


        Be it remembered that on
this         day of           ,
2006, before me, a Notary Public, in and for the County and State aforesaid,
appeared             
and                      who
are known to me and who executed the above and foregoing Bill of Sale.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  My Commission
  Expires:                                     

  	
   

  	
   

  
				



 


 


 











 


 


Exhibit B
to Agreement for Purchase of Agency Assets


TRANSFER LETTER


(Date)


ATTENTION:  Agency Licensing / Agency Contracting /
Marketing Department / Underwriting Department / Accounting Department


Re:          Transfer of [InsWeb Insurance Services,
Inc.] Policies (Seller’s Agency Code)


To Whom It May Concern:


Be advised that InsWeb
Insurance Services, Inc. of Gold River, California has sold its property and
casualty policies to Brooke Franchise Corporation effective on April 28, 2006.  Please route this transfer letter to the
proper department so that the agent of record for the policies assigned to InsWeb
Insurance, Inc. will be transferred to Brooke Agency Services Company, LLC.


 The following information about Brooke Agency
Services Company, LLC is provided to expedite the process:


Primary Contact


Voice Phone Number


Fax Phone Number


Email Address


PO Box


 


Street Address


City, State and Zip Code


Tax Identification Number


 


Thank you.


 


	
   

  	
   

  	
   

  
	
  

  	
  By:

  
	
   

  	
  Title:

  



 


Brooke Agency Services
Company LLC accepts transfer of the referenced policies.  I have attached a resolution that authorizes
me to accept these policies on behalf of Brooke Agency Services Company LLC and
names the individuals who may transfer these policies or change address on
Brooke Agency Services Company’s behalf in the future.   In addition to effecting
the above transfer, we hereby requests that all current agency bill policies be
converted to direct bill and that all new policies be issued direct bill.  Thank you for your time and attention to this
matter.


	
   

  	
   

  
	
  

  	
  By:

  	
  Bryan Whipple

  
	
   

  	
  Title:

  	
  Vice President

  
				



 











 


Exhibit C to Agreement for Purchase of Agency
Assets


LISTING
OF OFFICE EQUIPMENT AND OTHER PERSONAL PROPERTY


1.                     NONE


 


 


The above listing
specifically identifies the office equipment and personal property which are a
part of the assets being sold pursuant to our Agreement.


	
   

  	
   

  
	
  SELLER:

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  By:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  SELLER:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  



 











 


Exhibit D
to Agreement for Purchase of Agency Assets


AFFIDAVIT


STATE OF                                   )


COUNTY OF                               )


COMES
NOW, the undersigned, having first been duly sworn on oath,
states and alleges as follows:


1.                  The
undersigned is sufficiently familiar with insurance industry accounting
processes to understand what documents are required by Brooke Franchise
Corporation to verify commissions from independent sources such as insurance
companies and managing general agents and these documents are attached.


2.                  The
attached documents are originals or copies certified by the undersigned to be
accurate representations of the originals. 
The attached documents are full and complete records and have not been
altered.


3.                  The
undersigned is not aware of any circumstances which would make the attached
documents unreliable for forecasting future commissions.  Such circumstances could include (a) the
actual or pending cancellation or non-renewal of policies which are not
recorded on the attached documents; (b) insurance company changes in
underwriting, organization, premiums or management; (c) the actual, pending or
threatened Company contract cancellation, whether written or verbal; or (d)
regulatory changes.


4.                  The
attached documents include full and complete statements for the following
listing of insurance companies and general agents for the period of             ,
             
to            ,             .


Dated:                                


SEE ATTACHED LISTING


The attached documents
are originals or certified copies of original documents necessary for Brooke
Franchise Corporation to verify commissions from independent sources pursuant
to paragraph 10(b) of the Agreement and the undersigned hereby certifies the
attached to be accurate originals thereof or representations of originals.


	
  SELLER:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  SELLER:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  STATE
  OF 

  	
   

  	
   

  
	
  COUNTY
  OF 

  	
   

  	
   

  
				



 


        Be it remembered that on this          
day of            ,               ,
before me, a Notary Public, in and for the County and State aforesaid, appeared
                          
who is known to me and who executed the above and foregoing Affidavit.


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  My Commission
  Expires:                                     

  	
   

  	
   

  
				



 


 


 











 


Exhibit E to Agreement for Purchase of Agency
Assets


LISTING OF AGREEMENTS


1.         None other than non disclosure
agreements signed by all employees in a form submitted to Purchaser.


The above listing
specifically identifies all written and verbal agreements that Seller currently
has, or has had during the past twelve (12) months, with licensed producers,
representatives, agents or other Persons related to Seller’s Agency Assets.


	
  SELLER

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  By:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  SELLER:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  



 











 


Exhibit F to Agreement for Purchase of Agency
Assets


LISTING OF TRADE NAMES, ETC.


	
  1.

  	
   

  	
  Trade Names:

  	
   

  	
  InsWeb Insurance Services

  
	
   

  	
   

  	
   

  	
   

  	
  Goldrush Insurance Services

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Business addresses

  	
   

  	
  11290 Pyrites Way

  
	
   

  	
   

  	
   

  	
   

  	
  Suite 200

  
	
   

  	
   

  	
   

  	
   

  	
  Gold River, CA 95670

  
	
   

  	
   

  	
  P.O. Box #s:

  	
   

  	
  P.O.Box 580

  
	
   

  	
   

  	
   

  	
   

  	
  Gold River, CA 95741-0580

  
	
  3.

  	
   

  	
  Websites/Email Addresses:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Telephone and telefax numbers:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Former owners:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Secondary Locations:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Former Locations:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
   

  	
   

  	
   

  



 


Seller warrants and
represents the above listing specifically identifies all trade names Seller
currently uses or has used; all locations at or from which Seller conducts or
has conducted agency business; all websites and email addresses; all telephone
and telefax numbers; Seller’s chief executive office if Seller conducts
business at more than one location; place of individual Seller’s current and
past places of residence (past five (5) years) and the period during which
Seller resided at such place; names of prior owners of any of the Agency
Assets; all sweep accounts and other business related bank accounts; and the
location of Agency Assets for preceding five (5) years.


	
  SELLER:

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  By:

  
	
  Title:

  	
  Title:

  
	
   

  	
   

  
	
  SELLER:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  
					



 











 


Exhibit G
to Agreement for Purchase of Agency Assets


SELLER
SURVEY


The attached Sellers
Survey is an original or certified copy thereof and is a true and accurate
representation of the information elicited thereby.


	
  SELLER:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  SELLER:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  State
  of                                                     )

  	
   

  
	
  County
  of
                                                  )

  	
   

  



 


 Be it remembered that on this            
day of                     ,
200   , before me, a Notary Public, in and for the County and
State aforesaid, appeared                                
who is known to me and who executed the attached Seller Survey.


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
   

  
	
  My Commission
  Expires: