MARKETING AGREEMENT

This Marketing Agreement (this “ Agreement ”) is entered into as of January 21, 2005 (“ Effective Date ”), by and between Bankrate, Inc., a Florida corporation (“ Bankrate ”), with its principal place of business at 11760 U.S. Highway One, 5 ^th Floor, North Palm Beach, Florida, and LowerMyBills, Inc., a Delaware corporation (“ LowerMyBills ”), with its offices at 2401 Colorado Ave., Suite 200, Santa Monica, CA 90404.

RECITALS:

A.   LowerMyBills, among other things, is a marketing firm that collects information from and about potential mortgage applicants in the form of mortgage information inquiries and provides such inquiries to mortgage brokers, lenders and other third parties.

B.   Bankrate owns and operates http://www.bankrate.com , the Internet's leading consumer banking marketplace.

C.   Bankrate and LowerMyBills desire to create Co-branded Landing Pages (as defined below) created, hosted, operated and maintained by LowerMyBills.

NOW, THEREFORE, in consideration of the mutual covenants and promises recited below, Bankrate and LowerMyBills, intending to be legally bound, hereby agree as follows:

1 .    Definitions . The following terms shall have the following meanings for the purpose of this Agreement:

A.    Advertisements means LowerMyBills’ banner, poster, island and skyscraper graphic advertisements to be placed on the Bankrate Internet Site. Advertisements must be for products for which Bankrate will receive CPA Price payments as defined in Section 5.A., including but not limited to mortgages (all types, including purchase and refinance) as well as home equity loans and lines of credit.

B.    Advertising Impression means the one-time display of a graphic advertisement on an electronic site on the Internet or an on-line service.

C.    Bankrate Brand Marks means Bankrate’s trademarks, trade names, service marks, logos and designations listed on Schedule A .

D.    Bankrate Internet Site means any electronic site on the Internet or any on-line service where Bankrate collects revenue for Advertising Impressions, including, without limitation, Bankrate’s network of co-branded web sites and the Bankrate web site whose URL is http://www.bankrate.com . The Bankrate web site includes, without limitation, a national database of consumer bank rates, yields and fees, as well as all news, articles, tips and calculators for the following product areas: mortgages; credit cards; automobile loans; savings; checking; ATMs; home equity loans; online banking; small business; money market; personal loans; taxes; and investing.

E.    Bankrate IP Rights means Bankrate’s present or future copyrights, trademarks, trade secrets, service marks, patents and any other intellectual property rights.

F.    Bankrate Materials means any content or materials that may be provided by Bankrate, in its sole discretion, for inclusion in the Co-branded Landing Pages.

G.    Cause means (i) breach of Section 9(A), 9(C), 10, or 11 and (ii) any other material breach of this Agreement by either Bankrate or LowerMyBills, which breach is not remedied within thirty (30) days following the breaching party’s receipt of written notice of such breach.

H.    Co-branded Landing Pages means the co-branded web pages developed pursuant to this Agreement to which Users are directed to when clicking on any Advertisement, that requests Users to provide information.

J.    CPM means cost per thousand Advertising Impressions.

K.    Impression Channel means all product channels, throughout the Bankrate Internet Site, as determined by Bankrate in accordance with its standard policies, including the Mortgage, Home Page, Calculator and Run of Site channels listed on Schedule B .

L.    Inquiry means any Co-branded Landing Page completed with User information.

M.    Invalid Inquiry means any Completed Inquiry where (i) the Inquiry clearly contains false information; (ii) the Inquiry contains a false name (e.g., Bugs Bunny); or (iii) all telephone numbers(s) provided as part of the Inquiry are not working telephone numbers or are not telephone numbers at which a User can be regularly reached.

N.    LowerMyBills Affiliated Entity means LowerMyBills or any of its parents, subsidiaries, or affiliates.

O.    LowerMyBills Brand Marks means LowerMyBills’ trademarks, trade names, service marks, logos and designations listed on Schedule A .

P.    LowerMyBills Materials means any content or materials that may be provided by LowerMyBills for inclusion in the Co-Branded Landing Pages.

Q.    LowerMyBills Web Sites means LowerMyBills’ website, whose current URL is http://www.lowermybills.com .

R.    URL means Uniform Resource Locator, the unique text address for information located on the Web.

S.    Users means any and all persons who access the Co-branded Landing Pages or are otherwise linked to a lowermybills.com Web site through Advertisements.

T.    Web means the World Wide Web.

2 .    Term . The term of this Agreement (the “Term”) shall commence at 12:00:01 AM Eastern Time on February 1, 2005, and, unless terminated earlier in accordance with this Agreement, shall continue until the later of (A) 11:59:59 PM Eastern Time on December 31, 2005, or (B) such time as Bankrate delivers the total number of Advertising Impressions specified on Schedule B .

3.       Agreement to [*] . Unless Bankrate terminates for cause, or LowerMyBills is in breach of this Agreement, then, if Bankrate decides to [*] Bankrate shall offer LowerMyBills [*] for a period of [*] ([*]) upon terms to be mutually agreed upon by both parties. Notwithstanding the foregoing obligation to [*], neither LowerMyBills nor Bankrate shall be obligated to [*].

4.       Delivery of Advertising Impressions . Bankrate shall deliver to LowerMyBills the number of Advertising Impressions, based on Advertisement and Impression Channel, set forth on Schedule B . LowerMyBills acknowledges that, despite Bankrate’s efforts to deliver Advertising Impressions as evenly in number as possible throughout the Term, fluctuations in the number of Advertising Impressions delivered by Bankrate are likely to occur due to, among other things, seasonality and traffic spikes on the Bankrate Internet Site. The content and specifications of Advertisements and Impression Channels are subject to Bankrate’s standard placement policies. Bankrate’s ad server measurements of Advertising Impressions delivered will be used to determine completion of Bankrate’s delivery obligations under this Agreement.

A.     Bankrate Advertisement and Impression Channel Adjustments .   Bankrate may, in its discretion, adjust up or down the location and/or position of Advertisements, Impression Channels, or both, by a maximum of ten percent (10%) from the levels detailed on Schedule B . Advertisement positions on the pages may be adjusted at Bankrate’s sole discretion.

B.    Bankrate Advertisement and Impression Channel Substitutions .   To the extent Bankrate and LowerMyBills determine, in good faith, that the conversion rate of Completed Inquiry per Advertisement or per Impression Channel are materially similar, Bankrate may, in its reasonable discretion, substitute one Advertisement or Impression Channel with another of a materially similar impression-conversion rate.

C.    Exclusivity .   During the term of this Agreement, LowerMyBills will be one of two mortgage lead aggregators sold display advertisements on Bankrate.com and the Bankrate.com advertisement network. Notwithstanding the foregoing, (i) other mortgage lead aggregators may run advertisements in the Bankrate.com pay-per-click text advertisements, which are not graphical in nature, and (ii) one other mortgage lead aggregator has a small buy in a Bankrate channel not included in this package, which will be cancelled as soon as possible, but in no case later than March 31, 2005.

5.    Payment.

A.    CPM and Variable Rate Payments . During the Term, LowerMyBills shall pay Bankrate the following: (i) a fixed rate of $[*] ^ billed on actual ads served per calendar month; and (ii) a variable rate per Completed Inquiry [*] (the “CPA Price”, as indicated in Schedule C). (Example: total Inquiries - Invalid Inquiries = Completed Inquires)

B.    Payment Due . LowerMyBills shall pay all amounts due Bankrate no later than the last day of the month following the month in which (i) [*] and (ii) [*] .

Example: [*]

C.   Third Party Reconciliation :  Bankrate will track delivery of Advertising Impressions through its ad server and LowerMyBills will also track delivery of Advertising Impressions through its subcontracted 3rd party ad server. In the event that Bankrate's ad server measurements are higher than those produced by LowerMyBills' 3rd party ad server, by a difference of more than [*]%, both parties agree to [*]. For example: [*]

^ [*]   Blank spaces contained confidential information that has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

D.   LowerMyBills Does Not Pay When Due, Bankrate is Entitled to Interest and Collection Costs . If LowerMyBills does not make payment when due under this Section 5, interest at the rate of eighteen percent (18%) per annum, calculated from the date which such unpaid amounts should have been paid, shall accrue and be owed to Bankrate. LowerMyBills shall also pay Bankrate all collection expenses incurred by Bankrate, including costs and reasonable attorneys' fees in the event Bankrate is required to commence formal legal action under this Agreement.

6.    Co-branded Landing Pages; Advertisements .

A.    Creation and Maintenance of Co-branded Landing Pages . LowerMyBills shall create and maintain the Co-branded Landing Pages. The Co-branded Landing Pages shall incorporate and integrate the LowerMyBills Brand Marks, LowerMyBills Materials, the Bankrate Brand Marks and the Bankrate Materials. Bankrate and LowerMyBills shall mutually agree upon the design, contents and all other elements of the Co-branded Landing Pages; provided however, that LowerMyBills shall not make any changes to the content of the offer to the consumer which a reasonable person may deem to be misleading or deceptive, or changes to the Bankrate Brand Marks or the Bankrate Materials without Bankrate’s prior written consent LowerMyBills can change the layout and/or arrangement of the form, and of the Co-branded Landing Page without notice and at its discretion. The Co-branded Landing Pages shall be accessible via LowerMyBills advertisements displayed on the Bankrate Internet Site.

B.    Notice of Ownership and Operation . The Co-branded Landing Pages shall contain mutually agreed upon notices and disclaimers (or link to such notices and disclaimers), in a manner and using language reasonably satisfactory to Bankrate. The notices and disclaimers shall also provide an e-mail address for LowerMyBills to receive comments, questions and complaints from Users, as detailed in Section 6(G) below.

C.    Ownership; Responsibility for Co-branded Landing Pages . Except with respect to Bankrate Brand Marks and the Bankrate Materials, LowerMyBills shall retain all rights of ownership over the Co-branded Landing Pages, including all LowerMyBills Materials.

D.    Notices and Disclaimers . LowerMyBills shall comply with Bankrate’s reasonable requirements with respect to notices, disclaimers and legends that Bankrate may require LowerMyBills to include on the Co-branded Landing Pages, and any copies, extracts, etc., that may be derived from the Bankrate Materials.

E.    Users shall Comply with Privacy Policies of Both Bankrate and LowerMyBills . Bankrate and LowerMyBills shall ensure that when a User submits information on the Co-branded Landing Pages, the User must agree to comply with both LowerMyBills’ and Bankrate’s respective privacy policy. Notwithstanding, in the event Bankrate’s privacy policy is more restrictive or in some manner inconsistent with LowerMyBills’ then-posted privacy policy, Bankrate and LowerMyBills agree to use LowerMyBills’ privacy policy so as not to limit LowerMyBills’ use of the User information submitted on the Co-Branded Landing Pages.

F.    Advertisements on Co-branding Landing Pages . Advertisements on the Co-branded Landing Pages may only be sold upon the mutual consent of Bankrate and LowerMyBills.

G.    Customer Support . All customer or technical support inquiries shall be directed to an e-mail address specified by LowerMyBills on the Co-branded Landing Pages. LowerMyBills shall handle all associated first-line customer and technical support for Users. LowerMyBills shall respond to all User comments, questions and complaints promptly and in a courteous and professional manner.

H.    Project Managers . Each of Bankrate and LowerMyBills shall designate a project manager, who shall be the other party’s primary contact under this Agreement. Either Bankrate or LowerMyBills may change its project manager by providing notice to the other party.

I.    Hosting of the Co-branded Landing Pages . LowerMyBills shall be responsible for hosting, serving and maintaining the Co-branded Landing Pages, including arranging all hardware and software and communications links.

J.    LowerMyBills Shall Provide Information Necessary to Deliver Advertisements . LowerMyBills shall provide all information necessary for Bankrate to complete the Advertisements and deliver the Advertising Impressions detailed on Schedule B .

7.    Reports Provided by LowerMyBills; LowerMyBills’ Access to Advertisement Serving System; Bankrate’s Use of User Information .

A.    Weekly Reports . Each Monday, or, if Monday is a federal holiday, the next regular business day thereafter, LowerMyBills shall provide a report to Bankrate, in a format to be mutually agreed upon by Bankrate and LowerMyBills. Such report shall specify the estimated sum of Completed Inquiries for the most-recently completed week prior to delivery of such report.

B.    Monthly Reports . By the 15 ^th day of each month, or, if the 15 ^th day is not a business day, the next regular business day thereafter, LowerMyBills shall provide a monthly report to Bankrate, in a format to be mutually agreed upon by Bankrate and LowerMyBills. Such report shall specify the number of Completed Inquiries in the prior month.

C.    LowerMyBills’ Access to Bankrate's Advertisement Serving System . Bankrate shall provide LowerMyBills with Internet access to its advertisement serving system that will permit LowerMyBills to view the number of Advertisements served by Bankrate pursuant to this Agreement.

D.    LowerMyBills Shall Provide [*] Data. LowerMyBills shall supply Bankrate with certain [*] data abo