Effective Date: 10/18/02
(replaces version dated 03/1/02)

Read this carefully before submitting the application (the "Application") for participation in the eHealthInsurance Affiliate Network Program (the "Program"). This is a binding agreement (the "Agreement") between the individual or entity submitting the Application ("You" and "Your") and eHealthInsurance Services, Inc. ("eHealthInsurance"). By submitting the Application, You hereby ACCEPT AND AGREE to all of the terms and conditions set forth in this Agreement.

1. Application Process. By submitting the Application, You are expressing Your desire to participate in the Program through which You may promote certain eHealthInsurance services and are compensated for the number of qualified individuals that use such services as a direct result of Your promotion. As part of the Application You must submit the principal address of Your website (the "Website") upon which You desire to place the eHealthInsurance Promos (as defined in Section 2). Additionally, You represent and warrant that: (i) the information submitted in the Application is truthful and accurate; (ii) the person submitting the Application is at least 18 years old; (iii) in the event You are an entity, the person submitting the Application has the full right, power and authority to enter into this Agreement on behalf of such entity; and (iv) the execution of this Agreement by You, and the performance by You of Your obligations and duties hereunder, do not and will not violate any agreement to which You are a party or by which You are otherwise bound. You acknowledge that eHealthInsurance makes no representations, warranties or agreements related to the subject matter hereof that are not expressly provided for in this Agreement. eHealthInsurance will evaluate the Application and will notify You of eHealthInsurance's acceptance or rejection of the Application in a timely manner. eHealthInsurance may reject the Application if the Website is deemed in eHealthInsurance's sole discretion to be unsuitable for the Program.

2. Use of eHealthInsurance Promos. In the event Your Application is accepted by eHealthInsurance, You may use (to the extent provided in Section 4 below) the electronic graphic artwork and corresponding links (the "Links") to the eHealthInsurance Services, Inc. online service (the "eHealthInsurance Service") including the special promotion identifier and all HTML thereto (the "eHealthInsurance Promos") available at http://ehi.reporting.net (the "Reporting Site") as necessary to participate in the Program. eHealthInsurance will provide the HTML for such Links at the Reporting Site, including a special promotion identifier that will make possible tracking and reporting of all Fully Submitted Applications (as defined in Section 5) acquired through Your Website. It is Your responsibility to integrate the eHealthInsurance Promos into Your Website properly in accordance with the instructions available at the Reporting Site, and eHealthInsurance shall not be liable to You with respect to Your failure properly to integrate the eHealthInsurance Promos into Your Website. You agree not to modify any eHealthInsurance Promos in any way without the prior written permission of eHealthInsurance. You may only display the eHealthInsurance Promos on Your Website, and if You have websites other than the Website, You must submit an Application and accept and agree to the terms of this Agreement for each such website to display the eHealthInsurance Promos on such website. Without limiting the foregoing, You shall not promote or otherwise announce the availability of the eHealthInsurance Promos anywhere other than within Your Website, including but not limited to using the eHealthInsurance Promos in e-mail.

3. Your Website. You are solely responsible for, and eHealthInsurance hereby disclaims all liability for, the development, operation and maintenance of, and all costs associated with, Your Website, any content thereon and any equipment therefor.

4. Limited License to Use eHealthInsurance Promos. eHealthInsurance hereby grants to You a nonexclusive, revocable license to display on Your Website the eHealthInsurance Promos solely as necessary for, and for the purpose of, promoting the services associated with the eHealthInsurance Promos as set forth at the Reporting Site and identifying You as a participant in the Program. To the extent that eHealthInsurance Promos contain eHealthInsurance's trademarks, service marks or trade names, You shall not use such marks in a manner that might be deemed to create a unitary composite mark. You also agree not to use the eHealthInsurance Promos in a manner that is, or otherwise include materials on Your Website that are, disparaging of eHealthInsurance or any third party. eHealthInsurance reserves all proprietary rights in and to the eHealthInsurance Promos not expressly granted herein. You agree that this license can be revoked at any time for any or no reason upon notice by eHealthInsurance to You (regardless of termination of this Agreement) and You agree upon receipt of such notice immediately to cease using all eHealthInsurance Promos.

5. Payments

5.1 Marketing Fees. On a monthly basis, within thirty (30) days after the end of each calendar month, eHealthInsurance agrees to pay You a marketing fee (the "Marketing Fee") described below for each unique customer ("Customer") who, after having used the eHealthInsurance Links on Your Website, "Fully Submits" an application on the www.eHealthInsurance.com website (a "Fully Submitted Application"). "Fully Submits" means a Customer that (i) properly completes an online application and clicks "submit", and (ii) manually or electronically signs the completed application and within thirty (30) days of the online submission, returns all forms fully executed to eHealthInsurance accompanied by the first month's payment.

The Marketing Fee for the following type(s) of products is as follows:

Insurance Products	Fee for Fully Submitted Application
eHealthInsurance Stand Alone Dental Plan	US $7.00
eHealthInsurance Short-Term	US $10.00
eHealthInsurance Individual & Family Plan	US $25.00
eHealthInsurance Medicare Supplement Plan	US $25.00
eHealthInsurance Small Business Group Plan	US $50.00
Non-Insurance Products	Fee for Fully Submitted Application
eHealth PPS Medical Savings Card*	US $25.00
eHealth PPS Health Savings Card	US $20.00
eHealth PPS Dental Savings Card	US $15.00
eHealth PPS Pharmacy Savings Card	US $15.00

*The Marketing Fee for individual and family eHealth PPS memberships is the same

5.2 First-Time-Affiliate Partner Bonus. In addition to the fees above, within thirty (30) days after the end of each calendar month, eHealthInsurance will pay You a one-time bonus of $10.00 US for the first Fully Submitted Application for an insurance product delivered during the term of this Agreement.

5.3 Monthly Bonus. In addition to the fees and bonus above, within thirty (30) days after the end of each calendar month, eHealthInsurance will pay You a bonus for each calendar month during which the number of Fully Submitted Applications for eHealthInsurance Individual & Family Plans and Small Business Group Plans exceed the following thresholds:

Fully Submitted Applications	Total Cumulative Bonus
10-24	US $ 50.00
25-50	US $ 125.00
51-99	US $ 300.00
100-249	US $700.00
>=250	US $2,000.00

The fees and bonuses described in Sections 5.1 - 5.3 above shall be collectively referred to as the "Fee(s)". Such Fees are cumulative.

5.4 Payment Policy. You acknowledge that eHealthInsurance performs all actions, services and processing of insurance applications offered through the www.eHealthInsurance.com website and all other matters relating thereto, including but not limited to (i) the solicitation of insurance policies, (ii) the processing of insurance binders and other insurance related documentation, (iii) the collection of insurance premium payments, and (iv) all other insurance agent functions and activities (collectively, the "Insurance Activities"). The parties intend that the compensation payable by eHealthInsurance to You under this Agreement shall not constitute an insurance commission, and the parties agree that You are not, by providing the Links, engaged in any Insurance Activities, and eHealthInsurance shall not pay any Marketing Fee to You based upon the condition that a Customer purchase an insurance policy through eHealthInsurance. If eHealthInsurance determines that this compensation method is not in compliance with applicable federal, state or other laws and regulations, eHealthInsurance will determine an alternative compensation method in its reasonable discretion.

eHealthInsurance, in its sole discretion, may choose to offer You a higher or lower Fee for a particular period of time or for particular types of services offered by eHealthInsurance. eHealthInsurance will either provide You notice of such new Fee to the e-mail address in Your Application or will post notice of such new Fee on the Reporting Site. You acknowledge that eHealthInsurance may offer a Fee to other participants in the Program that is higher than the Fee You receive.

eHealthInsurance reserves the right to engage a third party entity to process and pay any Fees earned pursuant to this Agreement.

6. Reporting. Through the Reporting Site, eHealthInsurance shall provide You with monthly reports setting forth the number of impressions, clickthroughs and Fully Submitted Applications generated by the Links on Your Website during the previous month. eHealthInsurance shall also provide monthly reports detailing the monthly volume bonuses that are due to You. The form, content and timing of the foregoing reports may be modified from time to time in eHealthInsurance's sole discretion.

eHealthInsurance may in its sole discretion permit You to use the "Flextrack" technology to transmit to eHealthInsurance or its agent certain data selected by You (the "Data") relating to use of the Links on Your Website that will permit additional reporting through the Reporting Site (e.g., if the Data is a preference, sorting Fully Submitted Applications by such preference). In the event eHealthInsurance permits transmission of such Data, You represent, warrant and agree that the Data cannot and shall not be used to identify persons or entities: (i) that interact with the Links on Your Website, (ii) that use the eHealthInsurance Service, or (iii) that purchase health insurance products through the eHealthInsurance website.

You will not receive and/or have access to any personally identifiable consumer information that may be collected through the Program.

7. Modification of This Agreement. eHealthInsurance may modify any terms and conditions in this Agreement, including any amounts payable as Fees under Section 5, at any time in its sole discretion by posting a notice or a new Agreement on the Reporting Site, but such new Agreement shall be effective no sooner than five (5) days after such notice or new Agreement is posted on the Reporting Site. YOUR SOLE REMEDY AND RECOURSE IN THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU IS TO TERMINATE THIS AGREEMENT, PROVIDED THAT EHEALTHINSURANCE SHALL PAY TO YOU ALL FEES DUE TO YOU PRIOR TO YOUR TERMINATION IN ACCORDANCE WITH SECTION 12.1. Notwithstanding the five (5) day notice period for termination provided in Section 10, such termination by You in the event of a modification shall be effective immediately upon receipt by eHealthInsurance of notice thereof. Your continued participation in the Program after such five (5) day period has passed shall constitute acceptance of the modifications.

8. Prohibited Conduct. You may not engage in any inappropriate, misleading, deceptive or unlawful conduct ("Prohibited Conduct") in connection with the Program or this Agreement. "Prohibited Conduct" shall be determined by eHealthInsurance in its reasonable discretion and includes, but is not limited to, the following:

8.1 Inappropriate Content. You may not transmit or place any eHealthInsurance Promos on a website that contains, or links to a website or other destination that contains, content that is sexual, offensive, deceptive or illegal in nature or that in any way promotes or encourages hatred, violence, discrimination or illegal activities.

8.2 Misleading Consumers. You may not use fraudulent, deceptive, or misleading means to generate visitors to the eHealthInsurance website, or enlist or encourage any third party to do so on Your behalf.

8.3 eHealth PPS is Not Insurance. eHealth PPS products are not insurance and may mot be promoted as insurance or in a manner likely to confuse them with insurance.

8.4 Intellectual Property Rights. The content and materials that You publish and/or display on Your Website, URL's, metatags, search engine ranking devices or otherwise may not infringe upon or violate any patent, copyright, trademark, trade secret or other proprietary right of a third party. Further, Your Website shall not, in any way, copy or resemble the look and feel of, or create the impression that it is part of the eHealthInsurance Service.

8.5 Unsolicited E-Mail. You agree that You will not send unsolicited, commercial e-mail (i.e., "spam") to any persons or entities ("Recipients") absent a Prior Business Relationship. For purposes of this Agreement, a "Prior Business Relationship" will mean that the Recipient has voluntarily either (i) engaged in a transaction with You other than through an eHealthInsurance Promo or Link provided on Your Website; or (ii) provided information to You through a contest, registration, or other communication, which included clear notice to the Recipient that the information provided could result in commercial e-mail being sent to that Recipient by You or Your agents. Any commercial e-mail or other online communications that are otherwise permitted hereunder shall include a prominent and easy means for the Recipient to "opt-out" of receiving any future commercial communications from You.

9. Press Releases; Publicity. You may not announce Your use of the eHealthInsurance Promos on Your Website unless You first receive eHealthInsurance's prior written approval of such announcement. eHealthInsurance may announce Your use of the eHealthInsurance Promos on Your Website in its sole discretion.

10. Term and Termination. This Agreement shall be effective on the date eHealthInsurance accepts the Application and shall continue until either party terminates this Agreement as set forth herein (the "Term"). Either party may terminate this Agreement at any time for any or no reason upon five (5) days notice. eHealthInsurance shall notify You of such termination by sending You an e-mail on the e-mail address set forth on Your Application, or by posting a notice on the Reporting Site. You shall notify eHealthInsurance of such termination by sending an e-mail to affiliates@ehealthinsurance.com. Notwithstanding the foregoing, eHealthInsurance may terminate this Agreement immediately if You breach this Agreement or if Your Website is deemed in eHealthInsurance's sole discretion to be unsuitable for the Program.

11. Limitation of Liability; Disclaimer; Indemnification.

11.1 Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT YOU SHALL REMAIN LIABLE TO EHEALTHINSURANCE TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 11.3. IN NO EVENT SHALL THE LIABILITY OF EHEALTHINSURANCE IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES EXCEED THE AMOUNT PAID OR PAYABLE BY EHEALTHINSURANCE TO YOU UNDER THIS AGREEMENT.

11.2 No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. ADDITIONALLY, ALL OF EHEALTHINSURANCE'S AND ITS PARTNERS' WEBSITES, THE EHEALTHINSURANCE PROMOS, THE PROPRIETARY SOFTWARE USED TO CONNECT TO AND USE THE EHEALTHINSURANCE SERVICE ("EHEALTHINSURANCE SOFTWARE"), AND THE EHEALTHINSURANCE SERVICE (COLLECTIVELY, "SUBJECT MATTER") ARE PROVIDED "AS IS" AND "AS AVAILABLE."

11.3 Indemnification. You agree to defend, indemnify and hold harmless eHealthInsurance, its subsidiaries and affiliates, and their respective officers, directors, agents, distributors, franchisees and employees against any loss, damage, expense, or cost, including reasonable attorneys fees (including allocated costs for in-house legal services) arising out of any claim, demand, action, suit, investigation, arbitration or other proceeding by a third party ("Liabilities") based on (i) Your material breach of any covenant, duty, representation, or warranty of this Agreement, and (ii) materials contained on Your Website (including any allegation that such materials infringe a third party's proprietary rights).

12. Miscellaneous.

12.1 Survival. Sections 11, 12.1, 12.2 , 12.3 and 12.5 shall survive the expiration or termination of this Agreement. Additionally, provided that this Agreement is not terminated as a result of Prohibited Conduct by You or otherwise as a result of Your breach of this Agreement, the payment obligations set forth in Section 5 shall survive to the extent that eHealthInsurance owes You Fees earned prior to the date of termination.

12.2 Applicable Law; Jurisdiction. This Agreement will be interpreted, construed, enforced, and governed by the laws of the United States and the State of California. Any action relating to this Agreement shall exclusively be brought in the federal or state courts located in San Jose, California, and You irrevocably consent to the jurisdiction of such courts.

12.3 No Waiver. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance.

12.4 Assignment. You shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of eHealthInsurance. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. eHealthInsurance's failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of eHealthInsurance's right to subsequently enforce such a provision or any other provision of this Agreement.

12.5 Injunctive Relief; Remedies. You acknowledge a violation of this Agreement could cause irreparable harm to eHealthInsurance for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that eHealthInsurance will have the right, in addition to its other rights and remedies, to seek and obtain injunctive relief for any violation of this Agreement. Except where otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.

12.6 Acknowledgment. You acknowledge that You have read this Agreement and agreed to all the terms and conditions. You understand that eHealthInsurance may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement, and eHealthInsurance and its affiliates and subsidiaries may operate websites that compete with Your Website