WEB DEVELOPMENT & HOSTING

EXHIBIT 2.2 (F)



WEB DEVELOPMENT AND HOSTING SERVICES AGREEMENT



This Web Development and Hosting Services Agreement (the "Agreement") is entered on the date below written by and between InsureRate, Inc., a Georgia corporation ("InsureRate"), and Hamilton Dorsey Alston Company, a Georgia corporation ("HDA").



R E C I T A L S:



WHEREAS, InsureRate is engaged in the business of providing Internet web development and web hosting services to entities engaged in the sale, marketing or underwriting of insurance and other financial products and services;



WHEREAS, HDA is a duly licensed insurance agency and is licensed to solicit the sale of and sell certain insurance services and products in certain states of the United States;



WHEREAS, HDA desires to engage InsureRate to provide certain web page development and web hosting services to HDA in connection with HDA's business.



NOW, THEREFORE, for and in consideration of the mutual premises set forth herein and for other good and valuable consideration the receipt and sufficiency of which is acknowledged and accepted by each of the parties hereto, and subject to the terms and conditions stated herein, the parties hereto agree as follows.



1. Web Page Development Schedule.



(a) InsureRate agrees to perform for HDA Internet web site development services (the "Development Services") for the creation of an internet web site located on InsureRate's servers (the "Wed Site") for the marketing of group and individual insurance products in the lines of insurance described on Exhibit A hereto (the "Exclusive Products") according to the specifications submitted by HDA to InsureRate. InsureRate shall offer to HDA the right to market and advertise any other insurance products to be offered on InsureRate's web servers prior to offering such right to any other insurance agency. If HDA declines to offer any such product or service on the Web Site, then InsureRate may offer the right to market such product or service to any other insurance agency on the Web Site or any web server of InsureRate.



(b) HDA may change its content or add to it as frequently as HDA wishes with the approval of InsureRate, which approval shall not be unreasonably withheld or delayed. InsureRate will promptly provide changes to links, text, and graphics, project management, and programming for the Web Site as requested by HDA.













2. Exclusive License.



InsureRate hereby grants to HDA an exclusive license to display on the Internet World Wide Web the Web pages in the form prepared by InsureRate pursuant to performing the Development Services ("Work Product") and to copy and modify the Work Product, except for the Programming Code, and create derivative works of the Work Product, except for the Programming Code, for such display on the World Wide Web of Web pages of HDA only. The Work Product shall only be used for Web pages of HDA and its affiliates and shall not be used for any other party. Notwithstanding the above, HDA shall not allow any party to copy, modify or create derivative works of the programming code or other code that is not HTML ("Programming Code"). HDA and other parties shall not reverse engineer or decompile any of the Work Product. In consideration of this license, HDA agree that any copies, modifications and derivative works of the Work Product shall retain all copyright and other proprietary notices of InsureRate as originally contained therein. All materials delivered to InsureRate by HDA ("HDA's Material") shall remain the property of HDA and InsureRate shall not have the right to use HDA's Material except in performing the Development Services for HDA. HDA warrants that all information provided to InsureRate is either owned by HDA or HDA has a right to use such information for the purposes contemplated herein. All Work Product, except for HDA's Material, shall be the sole property of InsureRate, and InsureRate reserves all rights in the Work Product, subject to the above license. InsureRate uses core modules of software code to build Programming Code and does not grant HDA resale or licensing rights to the Programming Code. All Work Product is subject to intellectual property rights reserved by InsureRate and/or others, and may not be further licensed or transferred to others. HDA authorizes InsureRate to use, display, demonstrate and place on the World Wide Web the Work Product for marketing purposes of InsureRate. InsureRate is entitled to place a small hyperlinked logo at the bottom of any Web Site page and/or Programming code or applications created for HDA.



3. Limited Warranty.



InsureRate warrants that for a period of 90 days from the date of first installation of HDA's Web page Work Product on the server described above, the coding of such Work Product shall be reasonably HTML-compliant and will perform substantially as described in the attached proposal, if any. InsureRate agrees to provide support and maintenance for any Work Product for a period of 90 days of HDA's first usage of said Work Product. Notwithstanding the foregoing, the sole and exclusive remedy for a breach of the warranties shall be that InsureRate shall replace the nonconforming coding to make such Work Product reasonably HTML-compliant. HDA acknowledges that HTML is an industry standard that contains some ambiguous provisions and that does not completely address all issues associated with the coding of Web pages accessible via the World Wide Web. HDA also acknowledges that HTML is a standard that will be amended from time to time and that not all "browsers" used by third parties to access the World Wide Web implement HTML in the same way. Variations in HTML coding associated with ambiguities or revisions to the HTML standard or variations among World Wide Web browsers shall not be the basis for a claim of breach of Insurerate's warranties under this Agreement. HDA acknowledges that InsureRate develops primarily for the Netscape Browser. Many enhanced features of this browser appear broken or nonexistent on other browsers such as













CompuServe, Prodigy, etc. If HDA needs its Web Site and/or Programming Code viewed by the broadest possible audience, additional special programming may be required and such additional services are not covered unless specifically indicated in writing in this proposal. Notwithstanding anything contained herein to the contrary, InsureRate makes no representation or warranty to HDA, express or implied, that the Web Site can or will process any date information relating to the change of the year 2000.



4. Web Site Maintenance Schedule.



(a) InsureRate will perform maintenance during the Term ("Maintenance Period") on the Web Site. During the Maintenance Period, InsureRate will provide services to correct any errors in the operation of all the Web Site's applications and to maintain the function of such applications and the Web Site. During the Maintenance Period, HDA is entitled to receive any free upgrades of any Web Site applications provided by InsureRate, provided that HDA shall not be entitled to receive any applications that were not originally placed in the Web Site by InsureRate or to receive any new products announced by InsureRate. InsureRate is not obligated to perform any maintenance or fulfill any warranty obligation if HDA has modified any source code in the Web Site or any of the applications in the Web Site.



(b) InsureRate shall not be obligated pursuant to these maintenance Services to incorporate into the Web Site any new material that constitutes more than fifteen (15%) percent of material in the Web Site and/or I-net Applications contained therein. For the purposes of determining new material exceeding 15% , the average number of pages during any term will be used as the divisor for the number of new pages added. InsureRate will inform HDA before doing any work under this maintenance Schedule if InsureRate believes that the maintenance exceeds the amount of changes that InsureRate is obligated to make under the annual maintenance contract in place at the time. These maintenance Services do not include creation of new applications or Programming Code. InsureRate's maintenance Services are limited to changes in the static content of the Web Site, unless otherwise provided herein.



(c) Unfortunately, computers need routine maintenance and sometimes break down. Also, COMPANY cannot control the timing or volume of attempts to access Insurerate's web server. As a result, InsureRate does not guarantee or warrant that HDA or any third parties will be able to access the Web Site at any particular time.



InsureRate's access services are provided on an "as-is, as-available" basis.



5. Web Site Hosting Services.



During the Term, InsureRate will provide the hosting of the Web Site files described in Section 2 hereof on the web servers of InsureRate.



6. Web Hosting Maintenance Fees.



HDA shall pay a quarterly hosting fee to InsureRate on or before the tenth (10th) day of each quarter equal an amount (the "Web Hosting Rate") mutually agreed upon in writing by HDA and InsureRate pursuant to a business plan approved by both of them (the "Approved













Business Plan") not to exceed two thirds (2/3)of the revenue earned by HDA during the preceding calendar quarter from all agency and brokerage agreements between HDA and each insurer for which HDA markets and sells insurance products or services on the Web Site (each, an "HDA Web Carrier"). Notwithstanding anything herein contained to the contrary, for any insurance product or service of an HDA Web Carrier which is marketed on the Web Site, the Web Hosting Rate shall be adjusted downward, by an amount mutually agreed upon by HDA and InsureRate, if the actual costs of HDA's administration thereof exceeds or is reasonably likely to exceed the amount of expenses contemplated in the Approved Business Plan.



7. HDA's Covenants. During the Term of this Agreement,



(a) HDA shall not represent to any person or entity that InsureRate is an insurance agency or engaged in the solicitation or sale or any insurance products.



(b) HDA shall not breach the terms of any agency agreement between HDA and any insurer.



(c) HDA shall maintain, at its sole expense, all licenses required by any applicable state insurance laws, regulations or bulletins for HDA's marketing, solicitation and sale of any insurance product placed on the Web Site.



(d) HDA shall not solicit the sale of any insurance product or application therefor in any jurisdiction in which HDA is not duly licensed and will use its good faith efforts to obtain any insurance agency licenses that InsureRate determines are required in order for HDA to use the Web Site for the marketing and sale of insurance products or services in any state.



(e) HDA shall comply with Insurerate's content standards as described below:



(i) Adult-Oriented Sites. InsureRate's policy is NOT to

host "Adult Oriented" Web sites. There are various legal and logistical

reasons as to why InsureRate has decided to instigate this policy,

among others: adult sites typically generate an enormous amount of

traffic disproportionate to the amount of useful information provided.


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