8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2005

(Exact name of registrant as specified in its charter)

Florida	0-25681		65-0423422
(State or other jurisdiction	(Commission		(IRS Employer
of Incorporation)	File Number)		Identification No.)
11760 U.S. Highway One Suite 500 North Palm Beach, Florida (Address of principal executive offices)		33408 (Zip Code)

Registrant's telephone number, including area code: (561) 630-2400

Not Applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

Registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

Wescoco LLC d/b/a FastFind

On December 1, 2005, Bankrate, Inc. (the “Company”) announced that it completed the acquisition of Wescoco LLC, a Delaware limited liability company d/b/a “FastFind” (“FastFind”) on November 30, 2005, according to the terms of the Agreement and Plan of Reorganization (the “Agreement”) by and among the Company, FastFind, LLC, a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), and FastFind, for $10 million in cash, subject to post-closing adjustments. The $10 million was funded from the Company’s working capital. Pursuant to the Agreement, the Merger Sub was merged with and into FastFind, with FastFind surviving as a wholly-owned subsidiary of the Company. The Company paid $7 million in cash to the members of Wescoco LLC and $3 million was placed in escrow to satisfy certain indemnification obligations of the FastFind members.

FastFind is an Internet lead aggregator based in San Francisco, California.

On December 1, 2005, the Company issued a press release announcing the closing of the transaction described above. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Mortgage Market Information Services, Inc./Interest.com

On December 1, 2005, the Company announced that it completed the acquisition of Mortgage Market Information Services, Inc., an Illinois corporation, and Interest.com, Inc., an Illinois corporation (“Interest.com” and collectively with Mortgage Market Information Services, Inc., “MMIS”) on December 1, 2005, according to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Sub 1, an Illinois corporation and wholly-owned subsidiary of the Company (“Sub 1”); Sub 2, an Illinois corporation and wholly-owned subsidiary of the Company (“Sub 2” and collectively with Sub 1, the “Subs”); Mortgage Market Information Services, Inc., Interest.com, Scarlett Enterprises, Ltd., an Illinois corporation (the “Shareholder” and 100% owner of MMIS); and James R. De Both (100% owner of the Shareholder), for $30 million in cash, subject to post-closing adjustments. The $30 million was funded from the Company’s working capital. Pursuant to the Merger Agreement, Sub 1 was merged with and into Mortgage Market Information Services, Inc., and Sub 2 was merged with and into Interest.com, with each of Mortgage Market Information Services, Inc. and Interest.com surviving as wholly-owned subsidiaries of the Company.

Under the terms of and subject to the conditions set forth in the Merger Agreement, the Company will pay the Shareholder $30 million in cash, with $26 million of that amount payable seven days after the closing date; $3 million of that amount to be placed in escrow seven days after the closing date to satisfy certain indemnification obligations of the Shareholder; and the $1 million balance (which includes nominal interest) payable to the Shareholder on January 5, 2006.

MMIS publishes financial rates and information in over 300 newspapers and operates Interest.com, an Internet finance marketplace that educates and connects consumers to lenders.

On December 1, 2005, the Company issued a press release announcing the closing of the transactions described above. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Any required audited financial statements of the businesses acquired meeting the requirements of Rule 3-05(b) of Regulation S-X will be filed on an amendment to this Form 8-K no later than 71 calendar days after the date that the initial report on Form 8-K must be filed.

(b) Pro forma financial information.

Any required pro forma financial information meeting the requirements of Article 11 of Regulation S-X will be filed on an amendment to this Form 8-K no later than 71 calendar days after the date that the initial report on Form 8-K must be filed.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

10.1 Agreement and Plan of Reorganization dated November 20, 2005, by and among Bankrate, Inc., FastFind, LLC, and Wescoco LLC.

10.2 Agreement and Plan of Merger dated November 20, 2005, by and among Bankrate, Inc., Sub 1, Sub 2, Mortgage Market Information Services, Inc. and Interest.com, Inc., Scarlett Enterprises, Ltd., and James R. De Both.

99.1 Text of press release of Bankrate, Inc. dated December 1, 2005 announcing the closings of the FastFind and MMIS/Interest.com acquisitions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BANKRATE, INC.
Date: December 6, 2005	By:	/s/ Robert J. DeFranco
		Robert J. DeFranco   Senior Vice President Chief Financial Officer

EXHIBIT INDEX

Exhibit

10.1 Agreement and Plan of Reorganization dated November 20, 2005, by and among Bankrate, Inc., FastFind, LLC, and Wescoco LLC.

10.2 Agreement and Plan of Merger dated November 20, 2005, by and among Bankrate, Inc., Sub 1, Sub 2, Mortgage Market Information Services, Inc. and Interest.com, Inc., Scarlett Enterprises, Ltd., and James R. De Both.

99.1 Text of press release of Bankrate, Inc. dated December 1, 2005 announcing the closings of the FastFind and MMIS/Interest.com acquisitions.

EX-10.1

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

by and among

BANKRATE, INC.,

FASTFIND, LLC,

WESCOCO, LLC

and

THE MEMBERS OF WESCOCO, LLC

Dated as of November 20, 2005

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
ARTICLE II	THE MERGER	3
Section 2.01	The Merger	3
Section 2.02	Closing; Location; Time	3
Section 2.03	Filing of Certificate of Merger; Definition of Effective Time	3
Section 2.04	Effects of the Merger	4
Section 2.05	Further Assurances	4
Section 2.06	Certificate of Formation and Operating Agreement of The Surviving Company	4
Section 2.07	Managers of The Surviving Company	4
Section 2.08	Officers of The Surviving Company	4
ARTICLE III	MERGER CONSIDERATION/PURCHASE PRICE; ADJUSTMENT AND DELIVERY OF MERGER CONSIDERATION/PURCHASE PRICE	4
Section 3.01	The Merger Consideration/Purchase Price	4
Section 3.02	Delivery of the Purchase Price; Other Payments	5
Section 3.03	Adjustment to the Merger Consideration/Purchase Price	5
Section 3.04	Withholding Rights	7
Section 3.05	No Further Ownership Rights in The Surviving Company Membership Interests after the Effective Time	7
Section 3.06	Dissenters Rights	7
Section 3.07	Options	7
ARTICLE IV	EFFECT OF THE MERGER ON THE MEMBERSHIP INTERESTS OF THE SUB AND FASTFIND	8
Section 4.01	Effect of Merger on Membership Interests	8
ARTICLE V	REPRESENTATIONS AND WARRANTIES OF THE MEMBERS	8
Section 5.01	Organization, Standing and Power	8
Section 5.02	Certificate of Formation; Limited Liability Company Agreement	8
Section 5.03	FastFind has No Subsidiaries and Owns No Equity Interests in Any Person	8
Section 5.04	Ownership of Members	9
Section 5.05	The Members and FastFind Approve and Adopt this Agreement	9

TABLE OF CONTENTS

(continued)

		Page
Section 5.06	FastFind has Authority to Enter Into this Agreement and Engage in the Transactions	9
Section 5.07	FastFind and the Members have Validly Executed and Delivered this Agreement	9
Section 5.08	Capital Structure	9
Section 5.09	Financial Statements	10
Section 5.10	No Conflicts	10
Section 5.11	No Governmental Entity Consents	11
Section 5.12	Brokers	11
Section 5.13	Absence of Certain Changes or Events	11
Section 5.14	Material Contracts	13
Section 5.15	Taxes	14
Section 5.16	Affiliate Transactions	15
Section 5.17	Banking Relationships	15
Section 5.18	Title to Properties	15
Section 5.19	Intellectual Property.	16
Section 5.20	Employee Benefit Plans	17
Section 5.21	Litigation	20
Section 5.22	Compliance with Applicable Laws	20
Section 5.23	Permits	20
Section 5.24	Environmental Matters	20
Section 5.25	Insurance	21
Section 5.26	Certain Payments	21
Section 5.27	Funded Indebtedness	21
ARTICLE VI	REPRESENTATIONS AND WARRANTIES OF BANKRATE AND SUB	21
Section 6.01	Organization, Standing and Power	21
Section 6.02	Sub	21
Section 6.03	Bankrate and Sub have Authority to Enter Into this Agreement and Engage in the Transactions	22
Section 6.04	Bankrate and Sub have Validly Executed and Delivered this Agreement	22
Section 6.05	No Conflicts	22
Section 6.06	No Government Entity Consents are Necessary	22

TABLE OF CONTENTS

(continued)

Page

 

Section 6.07	Brokers	22
Section 6.08	Availability of Funds	23
Section 6.09	Solvency	23
Section 6.10	Acquisition for Investment	23
ARTICLE VII	COVENANTS RELATING TO CONDUCT OF BUSINESS; NO DISCUSSIONS WITH OTHERS; ACCESS TO INFORMATION; AND EFFORTS TO CONSUMMATE THE TRANSACTIONS; HIRING OF EMPLOYEES	23
Section 7.01	Conduct of Business of FastFind	23
Section 7.02	Permits Transferred to FastFind and/or its Agents	25
Section 7.03	No Discussions with Others	25
Section 7.04	Voting Agreement By execution of this Agreement, FastFind’s Board of Managers and the Members hereby agree to vote their respective FastFind Membership Interests in favor of the Transactions	26
Section 7.05	Access to Information; Confidentiality	26
Section 7.06	Commercially Reasonable Efforts; Notification	26
Section 7.07	Bankrate’s Hiring of FastFind’s Employees	27
Section 7.08	Books and Records	27
Section 7.09	Use of Financials for SEC Filings	27
ARTICLE VIII	INDEMNIFICATION	27
Section 8.01	Indemnification	27
ARTICLE IX	CONDITIONS PRECEDENT TO CLOSING	33
Section 9.01	Conditions to Each Party’s Obligation To Effect The Merger	33
Section 9.02	Conditions to Obligations of Bankrate and Sub	33
Section 9.03	Conditions to Obligation of FastFind	34
Section 9.04	Closing Conditions	35
ARTICLE X	TERMINATION	35
Section 10.01	Termination	35
Section 10.02	Failure to Close Due to Governmental Approvals	36
Section 10.03	Effect of Termination	36
ARTICLE XI	GENERAL PROVISIONS	36
Section 11.01	Notices	36
Section 11.02	Fees and Expenses	38

TABLE OF CONTENTS

(continued)

Page

 

Section 11.03	Interpretation	38
Section 11.04	Severability	38
Section 11.05	Public Announcements	38
Section 11.06	Transfer Taxes	38
Section 11.07	Shareholder Litigation	38
Section 11.08	Counterparts	38
Section 11.09	Amendment	39
Section 11.10	Extension: Waiver	39
Section 11.11	Assignment; Binding Effect	39
Section 11.12	Governing Law	39
Section 11.13	Exhibits	39
Section 11.14	Enforcement Jurisdiction	40
Section 11.15	Arbitration	40
Section 11.16	JURY WAIVER	41
Section 11.17	Bankrate’s Right to Conduct Other Activities	41
Section 11.18	Entire Agreement; No Third-Party Beneficiaries	41

ThisAGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 20, 2005, by and among: (i) BANKRATE, INC., a Florida corporation ("Bankrate"), (ii) FASTFIND, LLC, a Delaware corporationand a wholly owned subsidiary of Bankrate ("Sub"), (iii) WESCOCO LLC, a Delaware limited liability company d/b/a “FastFind” ("FastFind"), and (iv) each of the members of FastFind set forth on Schedule 1 attached to this Agreement (collectively, the "Members").

Capitalized terms used in this Agreement, to the extent not defined in the text of the Agreement, shall have the meaning set forth in Article I of this Agreement.

RECITALS:

A.Bankrate, Sub, FastFind and the Members desire that Sub merge with and into FastFind (the "Merger") and consummate the other transactions contemplated by this Agreement ((the Merger together with such other transactions shall collectively be referred to as the "Transactions") on the terms and subject to the conditions set forth in this Agreement.

B.FastFind and the Members (i) determined that the Merger and the Transactions are fair to and in the best interests of FastFind and the Members and (ii) have each approved this Agreement and the Transactions.

C.Sub and Bankrate have each approved this Agreement and the Transactions.

D.Bankrate, Sub, FastFind and the Members desire to make certain representations, warranties, covenants and agreements in connection with the Transactions and also to prescribe various conditions to the consummation of the Transactions.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Bankrate, Sub, FastFind and the Members agree as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

"Affiliate" of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

"Bankrate Material Adverse Effect" means (i) a material adverse effect on the ability of Bankrate or Sub to perform its obligations under this Agreement or (ii) a material adverse effect on the ability of Bankrate or Sub to consummate the Transactions.

"Code" means the United States Internal Revenue Code of 1986, as amended.

"Date of the Notice of Claim" means the date that the Notice of Claim is deemed delivered pursuant to Article VIII.

"FastFind Material Adverse Effect" means (i) any change, effect, event, occurrence or state of facts that is materially adverse to the business, assets, financial condition or results of operations of FastFind, taken as a whole, other than effects relating to (A) changes, effects, events, occurrences or circumstances that generally affect the industries in which FastFind operates, and that do not have a materially disproportionate impact on FastFind, taken as a whole, (B) general economic, financial or securities market conditions in the United States or elsewhere, or (C) the announcement of this Agreement or the Transactions, (ii) a material adverse effect on the ability of FastFind to perform its obligations under this Agreement or (iii) a material adverse effect on the ability of FastFind to consummate the Transactions.

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"FastFind Membership Interests" means all of the issued and outstanding common units of FastFind.

"Funded Indebtedness" means all principal and interest owing by FastFind as of the Effective Time with respect to the funded indebtedness listed on the Exhibit 5.27 attached hereto, including any prepayment premiums or penalties related to any of the foregoing.

"Intellectual Property"means any or all of the following and all rights in, or arising out of: (i) all United States, international and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) all copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto throughout the world; (iv) all industrial designs and any registrations and applications therefor throughout the world; (v) all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor throughout the world; (vi) all databases and data collections and all rights therein throughout the world; (vii) all moral and economic rights of authors and inventors, however denominated, throughout the world; (viii) any similar or equivalent rights to any of the foregoing anywhere in the world; and (ix) all domain names.

"Judgment" means any judgment, order or decree.

“Knowledge” means the actual knowledge of T. Sean McCarthy, Eric K. King and David Chamberlain.

"Law" means any statute, law (including common law), ordinance, rule or regulation.

"Liens" means all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever.

"Member Representative" means Robert Kramer, who has been designated and appointed by the Members to be their representative, with power and authority to act on behalf of, and to bind, all of the Members in connection with this Agreement and the Transactions.

"Net Working Capital"means (a) all assets minus (b) all liabilities (other than Funded Indebtedness).

"Person" means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity (as defined in Section 5.11) or other entity.

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"Purchase Price" shall mean (1) $10,000,000 minus (2) Funded Indebtedness, and shall be subject to further adjustment pursuant to Section 3.03 hereof.

"Registered Intellectual Property"means all United States, international and foreign: (i) patents and patent applications (including provisional applications) listed on Exhibit 5.19(F) and (ii) registered trademarks, applications to register trademarks, intent-to-use applications, or other registrations or applications related to trademarks listed on Exhibit 5.19(F).

"Return" means all Federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes filed or required to be filed by FastFind.

"Subsidiary" of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of managers or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such Person.

"Taxes" means all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, Federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

ARTICLE II

THE MERGER

Section 2.01The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "Delaware Corporate Law"), at the Effective Time (as defined in Section 2.03(B)), (A) Sub shall be merged with and into FastFind, (B) the separate corporate existence of Sub shall thereupon cease and (C) FastFind shall be the surviving limited liability company of the Merger (the "Surviving Company").

Section 2.02Closing; Location; Time.

(A)Location of the Closing. The closing of the Transactions (the "Closing") shall take place at the offices of Gunster, Yoakley & Stewart, P.A. in West Palm Beach, Florida.

(B)Date and Time of the Closing. The Closing shall be held as promptly as practicable following the satisfaction of, or waiver by the party entitled to satisfaction of, all conditions precedent to the Transactions specified in this Agreement, and, in any event, no later than November 30, 2005.

The date on which the Closing occurs is referred to in this Agreement as the "Closing Date."

Section 2.03Filing of Certificate of Merger; Definition of Effective Time.

(A)Filing of Certificate of Merger. Prior to the Closing, Bankrate shall prepare, and on the Closing Date, or as soon as practicable thereafter, Bankrate and FastFind shall file with the Secretary of State of the State of Delaware, a Certificate of Merger and all other documents or recordings required to effectuate the Merger in accordance with the relevant provisions of the Delaware Corporate Law (collectively, the "Certificate of Merger").

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(B)Effective Time of the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed or at such later time as Bankrate and FastFind shall agree and specify in the Certificate of Merger (the time the Merger becomes effective is referred to as the "Effective Time").

Section 2.04Effects of the Merger. The Merger shall have the effects set forth in the Delaware Corporate Law. Without limiting the generality of the foregoing, at the Effective Time: (A) all the properties, rights, privileges, powers and franchises of FastFind and Sub shall vest in the Surviving Company; and (B) all debts, liabilities and duties of FastFind and Sub shall become the debts, liabilities and duties of the Surviving Company.

Section 2.05Further Assurances. FastFind and each Member agrees that if, at any time after the Effective Time, Bankrate or FastFind believes or is advised that any further deeds, assignments or assurances are reasonably necessary or desirable to vest, perfect, confirm or continue in the Surviving Company, Sub or Bankrate title to any property or any right of FastFind as provided in this Agreement, Bankrate and any of its officers are hereby authorized by FastFind and each Member to execute and deliver all such proper deeds, assignments and assurances and do all other things necessary or desirable to vest, perfect, confirm or continue title to such property or rights in the Surviving Company, Sub or Bankrate and otherwise to carry out the purposes of this Agreement, in the name of FastFind or otherwise.

Section 2.06Certificate of Formation and Operating Agreement of FastFind.

(A)Certificate of Incorporation. The Certificate of Formation of the Surviving Company shall be amended at the Effective Time, without any further action on the part of FastFind or Sub, as approved by Bankrate and, as so amended, such Certificate of Formation shall be the Certificate of Formation of the Surviving Company until thereafter changed or amended as provided therein or by applicable Law.

(B)Operating Agreement. The Operating Agreement of the Surviving Company shall be amended at the Effective Time without any further action on the part of FastFind or Sub, as approved by Bankrate.

Section 2.07Managers of the Surviving Company. Subject to requirements of applicable Law, Bankrate shall elect the managers of the Surviving Company.

Section 2.08Officers of the Surviving Company. Subject to requirements of applicable Law, Bankrate shall elect the officers of the Surviving Company.

ARTICLE III

MERGER CONSIDERATION/PURCHASE PRICE; ADJUSTMENT AND DELIVERY OF

MERGER CONSIDERATION/PURCHASE PRICE

Section 3.01The Merger Consideration/Purchase Price. Subject to Section 3.02 and Article VIII, and in consideration of consummating the Transactions, each of the Members shall receive its pro rata share of cash in an amount equal to the Purchase Price.

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Section 3.02Delivery of the Purchase Price; Other Payments. Subject to the adjustments set forth in Section 3.03 hereof, Sub shall pay an aggregate of $10,000,000 on the Closing Date as follows:

(A)Delivery of the Purchase Price.

(i)Purchase Price Delivered to the Members. At the Closing, Sub shall deliver by wire transfer of same day funds, to an account designated by the Member Representative, an amount equal to the Purchase Price less the Indemnification Escrow Cash for the benefit of the Members.

(ii)Purchase Price Delivered to the Escrow Agent. At the Closing, Sub shall deliver to Honigman Miller Schwartz and Cohn LLP, as escrow agent (the "Escrow Agent"), by wire transfer of same day funds, Three Million Dollars ($3,000,000.00) of the Purchase Price (the "Indemnification Escrow Cash"). The Indemnification Escrow Cash shall be disbursed solely in accordance with the terms of the Escrow Agreement (as defined below).

(iii)Payment of Funded Indebtedness. Contemporaneously with the Effective Time, Sub shall directly repay in full all outstanding principal and accrued and unpaid interest and all other amounts represented by FastFind to be owing with respect to the Funded Indebtedness.

(iv)Disbursement of the Indemnification Escrow Cash; Escrow Agreement. The Indemnification Escrow Cash shall be applied and disbursed in accordance with the terms and provisions of the Escrow Agreement substantially in the form attached as Exhibit 3.02(A)(iv) (the "Escrow Agreement").

Section 3.03Adjustment to the Merger Consideration/Purchase Price.

(A)Draft Closing Balance Sheet and Draft Closing Net Working Capital.

(i)Draft Closing Balance Sheet. Within thirty (30) calendar days following the Closing Date, the Surviving Company will prepare a balance sheet for FastFind as of the Closing Date (the "Draft Closing Balance Sheet").

(ii)Draft Closing Balance Sheet Prepared in Accordance with GAAP and the Pre-Closing Balance Sheet. The Draft Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with that used in preparing FastFind’s unaudited balance sheet as of September 30, 2005 attached to this Agreement as Exhibit 3.03(A) (the "Pre-Closing Balance Sheet").

(iii)The Surviving Company 's Delivery of Draft Closing Balance Sheet and Draft Closing Date Net Working Capital. The Surviving Company shall deliver the Draft Closing Balance Sheet (and the related worksheets, working papers, notes, schedules and other documents prepared in connection with the Draft Closing Balance Sheet) and its calculation of the Net Working Capital of FastFind as of the Closing Date (the "Draft Closing Date Net Working Capital") to the Member Representative not later than sixty (60) calendar days following the Closing Date.

(B)Review by the Member Representative and its Accountants. Within thirty (30) calendar days following the receipt by the Member Representative of the Draft Closing Balance Sheet (and the related worksheets, working papers, notes, schedules and other documents prepared in connection with the Draft Closing Balance Sheet) from the Surviving Company, the Member Representative shall provide to Surviving Company a report indicating its agreement or objections to the Draft Closing Balance Sheet and the Draft Closing Date Net Working Capital (the "FastFindReport").

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(C)Cooperation. For purposes of preparing the Draft Closing Balance Sheet and during the period of any dispute referred to in Section 3.03(D) below, the Member Representative, Bankrate and their respective accountants and representatives shall fully cooperate with each other, and provide each other full access to the books, records, facilities and employees of the Surviving Company, insofar as each party has possession or control of the foregoing, in each case to the extent required to enable the parties, with the assistance of their respective accountants and representatives, to prepare or review the Draft Closing Balance Sheet. Bankrate agrees that following the Closing it will not take any actions with respect to the accounting books, records, policies and procedures of the Surviving Company that would affect the preparation of the Draft Closing Balance Sheet or the FastFind Report.

(D)Agreement on Closing Balance Sheet.

(i)Agreement of the Parties. Within fifteen (15) calendar days of the receipt by the Member Representative of the FastFind Report, the Member Representative and Bankrate shall endeavor to agree on any matters in dispute.

(ii)Decision by Independent Accounting Firm. If the Member Representative and Bankrate are unable to agree on any matters in dispute within fifteen (15) calendar days after receipt of the FastFind Report, the matters in dispute will be submitted for resolution to a "big four" accounting firm selected by lot (other than KPMG LLP or Ernst & Young LLP) (the "Independent Accounting Firm") to make a final determination in accordance with the guidelines and procedures set forth in this Agreement. The Member Representative and Bankrate shall instruct the Independent Accounting Firm to not assign a value to any item in dispute greater than the greatest value for such item assigned by the Member Representative, on the one hand, or Bankrate, on the other hand, or less than the smallest value for such item assigned by the Member Representative, on the one hand, or Bankrate, on the other hand. The Member Representative and Bankrate shall also instruct the Independent Accounting Firm to make its determination based solely on presentations by the Member Representative and Bankrate which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Within thirty (30) calendar days of such submission, the Independent Accounting Firm shall determine and issue a written report to Bankrate and the Member Representative. Bankrate and the Member Representative shall cooperate with each other and each other's representatives to enable the Independent Accounting Firm to render a decision as promptly as possible.

(iii)Fees. The fees and disbursements of the Independent Accounting Firm shall be billed to Bankrate; provided, however, each of FastFind and Bankrate shall be responsible for paying such fees in inverse proportion as they prevail on matters decided by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm, as arbitrators, at the time such determination of the Independent Accounting Firm is rendered on the submitted dispute(s). All amounts owed by FastFind pursuant to this Section 3.03(D)(iii) Bankrate shall be included in the Purchase Price adjustment set forth in Section 3.03(E).

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(iv)Closing Balance Sheet. The balance sheet incorporating the resolution of matters in dispute (if any) is referred to as the "Closing Balance Sheet". The adjustment to the Purchase Price pursuant to Section 3.03(E), based on the Closing Balance Sheet, (the "Purchase Price Adjustment") shall have the legal effect of an arbitral award and shall be final, binding and conclusive on the parties to this Agreement.

(E)Purchase Price Adjustment Based on Closing Date Net Working Capital.

(i)Adjustment if the Closing Date Net Working Capital is Greater than Zero. If the Net Working Capital of the Surviving Company, as disclosed in the Closing Balance Sheet (the "Closing Date Net Working Capital"), is greater than zero, then (a) the Purchase Price shall be increased by the amount of such Net Working Capital and (b) Bankrate shall immediately pay such amount plus interest thereon from the Closing Date at the rate of 8% per annum to the Member Representative, for the benefit of the Members.

(ii)Adjustment if the Closing Date Net Working Capital is Less than Zero. If the Closing Date Net Working Capital is less than zero, then (a) the Purchase Price shall be decreased by the amount of such Net Working Capital deficit and (b) each of the Members, through the Member Representative, shall instruct the Escrow Agent to immediately pay to Bankrate such Member’s pro-rata portion of such Net Working Capital deficit, plus interest thereon from the Closing Date at the rate of 8% per annum, from the Indemnification Escrow Cash.

Section 3.04Withholding Rights. The Member Representative shall be entitled to deduct and withhold from the consideration otherwise payable to any Member pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. If the Member Representative withholds amounts in accordance with this Section 3.04, such amounts shall be treated for all purposes of this Agreement as having been paid to the Member.

Section 3.05No Further Ownership Rights in FastFind Membership Interests after the Effective Time. The Purchase Price paid in accordance with the terms of this Article III upon conversion of any FastFind Membership Interests shall be deemed to have been paid in full satisfaction of all rights pertaining to such FastFind Membership Interests. After the Effective Time, there shall be no registration of transfers on the membership interest transfer books that were outstanding immediately prior to the Effective Time.

Section 3.06Dissenters Rights. Members may be entitled to dissenters' rights under the Delaware Corporate Law. At the Effective Time, all membership interests held by dissenting Members shall automatically be cancelled and shall cease to exist, and such Member shall cease to have any rights with respect to such membership interests, except for rights in accordance with the provisions of the Delaware Corporate Law.

Section 3.07Options. FastFind shall take all actions necessary to ensure that FastFind will not, at the time of the Closing, be bound by any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, “stock appreciation rights”, stock-based performance units or other rights or agreements which would entitle any Person, other than Bankrate and the Sub, to own any ownership interests of FastFind or to receive any payment in respect thereof at any time after the Closing Date.

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ARTICLE IV

EFFECT OF THE MERGER ON THE MEMBERSHIP INTERESTS OF THE SUB AND

FASTFIND

Section 4.01Effect of Merger on Membership Interests. At the Effective Time, as a result of the Merger and without any further action on the part of Bankrate, Sub, FastFind, the Members or any holder of any membership interests of Sub:

(A)Membership Interests of Sub Convert to Membership Interests of the Surviving Company. As of the Effective Time, each issued and outstanding membership interest of Sub (the "Sub Membership Interests") shall be converted into and become one (1) fully paid and nonassessable membership interest of the Surviving Company.

(B)Cancellation of FastFind Treasury Membership Interests. As of the Effective Time, all FastFind Membership Interests that are owned by FastFind if any,shall automatically be canceled and shall cease to exist. No cash or other consideration shall be delivered or deliverable in exchange for such FastFind Membership Interests.

(C)Cancellation of FastFind Membership Interests. As of the Effective Time, all FastFind Membership Interests shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each Member shall cease to have any rights with respect thereto, except the right to receive the Purchase Price in accordance with Article III, without interest. FastFind has not issued certificates representing FastFind Membership Interests.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE MEMBERS

The Members, jointly and severally,represent and warrant to Bankrate and Sub that:

Section 5.01Organization, Standing and Power. Except as set forth in Exhibit 5.01, FastFind is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full limited liability company power and authority and possesses all material licenses, permits and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted. FastFind is duly qualified to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties makes such qualification necessary.

Section 5.02Certificate of Formation; Limited Liability Company Agreement. Exhibit 5.02(A) is a true and complete copy of the Certificate of Formation of FastFind, as amended to the date of this Agreement (as so amended, the "FastFind Certificate of Formation"). Exhibit 5.02(B) is a true and complete copy of FastFind’s Limited Liability Company Agreement, as amended to the date of this Agreement (as so amended, the "FastFindLLC Agreement"). FastFind is not in violation of any of the provisions of the FastFind Certificate of Formation or the FastFind LLC Agreement.

Section 5.03FastFind has No Subsidiaries and Owns No Equity Interests in Any Person. Except as set forth in Exhibit 5.03, FastFind has never had nor does it currently have any Subsidiaries, nor has FastFind owned or does it currently own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person.

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Section 5.04Ownership of Members. Each of the Members owns the respective number of membership interests of FastFind as set forth in Schedule 1. Immediately prior to Closing, the Members shall:

(A)have good and marketable title to and own, beneficially and of record, One Hundred Percent (100%) of the FastFind Membership Interests;

(B)own the FastFind Membership Interests free and clear of all Liens of any nature whatsoever; and

(C)have full voting power over all of the FastFind Membership Interests, subject to no proxy, operating agreement (other than the FastFind LLC Agreement), voting trust or other agreement relating to the voting of any of the FastFind Membership Interests.

Other than this Agreement or the FastFind LLC Agreement, there is no agreement between FastFind and/or any of the Members and any other Person with respect to the disposition, pledge or hypothecation of any of the FastFind Membership Interests or otherwise relating to the FastFind Membership Interests.

Section 5.05The Members and FastFind Approve and Adopt this Agreement. Other than the approval by FastFind's Board of Managers and the Members, no other action is required on the part of FastFind or the Members to approve and adopt the execution, delivery and performance of this Agreement and the Transactions.

Section 5.06FastFind has Authority to Enter Into this Agreement and Engage in the Transactions. The execution, delivery and performance by FastFind of this Agreement and the ancillary agreements to be entered into by FastFind pursuant to the terms of this Agreement (the "Ancillary Agreements"), and the consummation by FastFind of the Transactions: (A) are within the requisite limited liability company powers of FastFind; (B) not in contravention of the terms of the FastFind Certificate of Formation and the FastFind LLC Agreement; and (C) have been duly authorized and approved by the FastFind Board of Managers and the Members, and by all necessary limited liability company action on the part of FastFind. No other proceedings on the part of FastFind are necessary to authorize the execution, delivery and performance by FastFind of this Agreement, the Ancillary Agreements and the Transactions.

Section 5.07FastFind and the Members have Validly Executed and Delivered this Agreement. FastFind and the Members have each duly executed and delivered this Agreement, and the Ancillary Agreements to be entered into by FastFind and/or the Members pursuant to the terms of this Agreement shall have been duly and validly executed and delivered by FastFind and/or the Members, as applicable. This Agreement constitutes, and upon their execution and delivery, such Ancillary Agreements will constitute, the legal, valid and binding obligation, of FastFind and/or the Members, as applicable, enforceable against FastFind and/or each Member in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other laws affecting creditor’s rights generally and general principles of equity.

Section 5.08Capital Structure.

(A)Breakdown of Authorized Membership Interests. There are 20,000 membership interests of FastFind authorized, all of which are issued and outstanding. As of the date of this Agreement, no other securities of FastFind were issued, reserved for issuance, or outstanding.

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(B)FastFind Membership Interests Validly Issued. The FastFind Membership Interests, are, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware Corporate Law, the FastFind Certificate of Formation, the FastFind LLC Agreement or any Contract (as defined in Section 5.10(B)) to which FastFind is a party or otherwise bound, providing for the issuance, disposition or acquisition of any equity interests of FastFind.

(C)No Voting FastFind Debt Exists. There are not any bonds, debentures, notes or other indebtedness of FastFind having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of FastFind Membership Interests may vote ("Voting FastFind Debt").

(D)No Obligation to Issue Additional Equity or Similar Rights. Except as set forth above in Sections 5.08(A) and 5.08(B), as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, “stock appreciation rights”, stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which FastFind is a party or by which FastFind is bound:

(i)obligating FastFind to issue, deliver or sell, or cause to be issued, delivered or sold, additional membership interests of FastFind or other equity interests in, or any security convertible or exercisable for or exchangeable into any of membership interests of FastFind or other equity interest in FastFind or any Voting FastFind Debt,

(ii)obligating FastFind to issue, grant, extend or enter into any such options, warrant, call, right, security, commitment, contract, arrangement or undertaking, or

(iii)that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of FastFind’s membership interests.

(E)No Obligation to Redeem Membership Interests of FastFind. There are not any outstanding contractual obligations of FastFind to repurchase, redeem or otherwise acquire any membership interests of FastFind. At the time of the Closing, there will not be outstanding any rights, warrants, options or other securities entitling the holders thereof to purchase, acquire or otherwise receive any membership interests of FastFind (or any other securities exercisable for or convertible into such Membership Interests).

Section 5.09Financial Statements. FastFind has furnished Bankrate with copies of its (i) audited financial statements as of December 31, 2004 and (ii) unaudited financial statements as of September 30, 2005, prepared in accordance with GAAP (the "Financials"). The Financials are consistent with the books and records of FastFind. The Financials are correct in all material respects. The Financials present fairly, in all material respects, the financial condition and operating results of FastFind as of the dates and during the periods indicated therein. There has been no change in FastFind accounting policies, except as described in the Financials.

Section 5.10No Conflicts. The execution and delivery by FastFind and the Members of this Agreement or any of the Ancillary Agreements to be entered into by FastFind or any Member(s) pursuant to the terms of this Agreement, and the consummation of the Transactions, will not conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of FastFind under, any provision of:

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(A)the FastFind Certificate of Formation or the FastFind LLC Agreement;

(B)any Material Contract (as defined in Section 5.14), lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract") to which the Members or FastFind is a party or by which any of their respective properties or assets is bound, or

(C)any Judgment or Law applicable to the Members, FastFind or their respective properties or assets, subject to the filings and other matters referred to in Section 5.11.

Section 5.11No Governmental Entity Consents. No consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, (a "Governmental Entity") is required to be obtained or made by or with respect to FastFind in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than:

(A)the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of the other jurisdictions in which FastFind is qualified to do business,

(B)compliance with and such filings as may be required under applicable environmental Laws,

(C)such filings as may be required in connection with the Taxes described in Section 5.15, and

(D)such other items as are set forth in Exhibit 5.11(D).

Section 5.12Brokers. No broker, investment banker, financial adviser or other Person is entitled to any broker’s, finder’s, financial adviser's or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of FastFind.

Section 5.13Absence of Certain Changes or Events. Except as set forth in Exhibit 5.13, from September 30, 2005, to the date of this Agreement, FastFind has conducted its business only in the ordinary course, and during such period there has not been any:

(A)event, change, effect or development that, individually or in the aggregate, has had or could reasonably be expected to have a FastFind Material Adverse Effect;

(B)declaration, setting aside or payment of any dividend or other distribution (whether in cash, equity or property) with respect to any membership interests of FastFind or any repurchase for value by FastFind of any membership interests of FastFind;

(C)split, combination or reclassification of any membership interests of FastFind or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for membership interests of FastFind;

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(D)granting of any options, warrants, calls or rights to acquire any membership interests of FastFind or other securities of FastFind;

(E)(1) granting to any employee, executive officer, or manager of FastFind any increase in compensation, (2) granting to any executive officer or manager of FastFind any increase in severance or termination pay, (3) entering into any employment, consulting, indemnification, severance or termination agreement, or any other Material Contract, with any such executive officer or manager, (4) establishment, adoption, entering into or amendment in any material respect of any collective bargaining agreement or FastFind Benefit Plan (as defined in Section 5.20), (5) agreeing to provide any severance benefits to any employee, executive officer, or manager of FastFind, or (6) taking any action to accelerate any rights or benefits, or make any material determinations not in the ordinary course of business consistent with prior practice, under any collective bargaining agreement or FastFind Benefit Plan;

(F)any change in accounting methods, principles or practices by FastFind materially affecting the consolidated assets, liabilities or results of operations of FastFind, except insofar as may have been required by a change in GAAP;

(G)any material revaluation by FastFind of any of its assets;

(H)any material change in FastFind’s pricing policies;

(I)any liability incurred other than in the ordinary course of business, consistent with past practice, or any borrowing of monies in excess of $25,000 in the aggregate;

(J)any making of any loan, advance or capital contribution to, or investment in, any Person;

(K)any Contract with respect to any acquisition, sale or transfer of any material asset of FastFind;

(L)any material damage, destruction or loss, whether or not covered by insurance, affecting its assets, properties or business;

(M)any entry into, amendment of, or relinquishment, termination or nonrenewal by FastFind of any Material Contract other than in the ordinary course of business;

(N)any payment or discharge of any material encumbrance;

(O)any material elections with respect to Taxes by FastFind or settlement or compromise by FastFind of any material Tax liability or refund;

(P)any sale, disposition, transfer or license to any Person of any FastFind Intellectual Property Rights (as defined below) other than in the ordinary course of business;

(Q)any deferral of the payment of any accounts payable other than in the ordinary course of business, or in an amount which is not material, or any discount, accommodation or other concession made other than in the ordinary course of business, in order to accelerate or induce the collection of any receivable; or

(R)any labor dispute or claim of unfair labor practices.

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Section 5.14Material Contracts. Except for this Agreement and the Material Contracts listed in Exhibit 5.14, FastFind is not a party or subject to any of the following (whether oral or in writing):

(A)any material reseller, marketing, sales representative or similar Contract under which any third party is authorized to sell, market or take orders for any of FastFind’s products or services;

(B)any Contract in which FastFind has granted or received exclusive sales, distribution or marketing rights, rights of refusal, rights of first negotiation or similar rights with respect to any product or service;

(C)any Contract providing for the development of any material technology or Intellectual Property rights, independently or jointly, for it, other than consultants and contractors of FastFind on FastFind’s standard forms for such Contracts;

(D)any joint venture or partnership Contract, any Contract relating to a limited liability company or any other Contract which has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses by it with any other party;

(E)any Contract for or relating to the employment or hiring for services of any of its managers, officers, members or key employees;

(F)any Contract or trust deed encumbering any of its assets or properties, any promissory note, any credit line, credit facility, loan agreement or other Contract for the borrowing of money pursuant to which it may borrow or loan funds, any security agreement encumbering any of its assets or properties, any security agreement encumbering any asset or property of a third party for its benefit, any guarantee by it of any obligation or indebtedness of another party or any guarantee of any of its obligations or indebtedness, and any Contract for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board;

(G)any Contract under which it is lessee of or holds or operates any items of tangible personal property or real property owned by any third party and under which payments to such third party exceed $50,000.00 per annum, and any Contract for the sale, purchase or disposition of any real property;

(H)any Contract for the sale, licensing or leasing by or to it of any assets, properties, products, services or rights having a value in excess of $50,000.00 or which is material to FastFind’s business;

(I)any Contract or plan (including any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, “stock appreciation rights”, or stock-based performance units) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any membership interests of FastFind or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any membership interests of FastFind, other securities or options, warrants or other similar rights;

(J)any Contract pursuant to which FastFind has acquired a material business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise;

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(K)any other Contract to which FastFind is a party or by which FastFind or any of FastFind’s assets or properties are bound (i) that is material to the financial condition and results of operations of FastFind taken as a whole or (ii) that involves a future financial commitment by it in excess of $50,000; or

(L)any Contract between FastFind and any Governmental Entity or any Permit.

All Contracts listed in Exhibit 5.14 shall be collectively referred to as the "Material Contracts".Neither FastFind nor, to the Knowledge of FastFind, any other party, is in material breach or default under any Material Contract.

Each FastFind Education Insertion Orders, Online Advertising Agreements, Master Marketing Agreements/Lead Purchase Agreements identified on Exhibit 5.14 that involves less than $50,000 in future considerationis materially identical other than for particular information about the other party entering into such agreement (name, address, contact person, etc.), pricing information and information about the particular campaign (as applicable).

Section 5.15Taxes.

(A)Returns are Timely Filed. FastFind has timely filed all Returns relating to Taxes required to be filed by or on behalf of FastFind on or before the Closing, with any Tax authority, such Returns are true, correct and complete in all material respects, and FastFind has paid all Taxes shown to be due on such Returns.

(B)Withholdings. FastFind has withheld with respect to its employees all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act, Taxes pursuant to the Federal Unemployment Tax Act, Taxes pursuant to the exercise, deemed exercise, transfer, cancellation and/or termination of the options, and other Taxes required to be withheld.

(C)No Delinquencies, Deficiencies or Waivers.

(i)No deficiencies for Taxes have been claimed, proposed or assessed in writing by any Governmental Entity for which FastFind may have any liability;

(ii)There are no pending or, to the Knowledge of FastFind, threatened audits, suits, proceedings, actions, investigations or claims for or relating to any liability in respect of Taxes with respect to FastFind;

(iii)There are no matters under discussion by FastFind with any Governmental Entity with respect to Taxes that may result in an additional amount of Taxes for which FastFind may have any liability or which may attach to the assets and properties of FastFind; and

(iv)FastFind has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(D)No Audits. To the Knowledge of FastFind, no audit or other examination of any Return of FastFind by any Tax authority is presently in progress, nor has FastFind been notified, orally or in writing, of any request for such an audit or other examination or any Tax authority’s intent to request such an audit or other examination.

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(E)No Adjustments Proposed. To the Knowledge of FastFind, no adjustment relating to any Returns filed by FastFind has been proposed in writing formally or informally by any Tax authority to FastFind or any representative thereof that is reasonably likely to be material to FastFind.

(F)No Liability for Unpaid Taxes. FastFind has no liability for unpaid Taxes which have not been accrued for or adequately reserved on the Financials in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to FastFind.

(G)FastFind is Not a USRPHC. Since its inception, FastFind has not been a "United States real property holding corporation," as defined in Section 897(c)(2) of the Code and in Section 1.897-2(b) of the Regulations.

(H)No Liens for Taxes. There are no material Liens for Taxes (other than taxes not yet due and payable) upon any of the assets of FastFind.

(I)No Consolidated Filings. FastFind has not been a member of an affiliated group filing a consolidated federal income Tax Return.

(J)No Tax Allocations or Sharing. FastFind is not a party to any income Tax allocation or sharing agreement.

(K)Tax Information Provided to Bankrate. FastFind has made available to Bankrate correct and complete copies of all federal income tax returns, examination reports, and statements of deficiencies assessed against or agreed to by FastFind within the past three (3) years.

(L)No Distributions. FastFind has not distributed equity of another Person, or has had its membership interests distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code or Section 361 of the Code within the last two (2) years.

Section 5.16Affiliate Transactions. Except as set forth in Exhibit 5.16, there are no contracts, commitments, agreements, borrowings, arrangements or other transactions between either FastFind and any (a) officer or manager of FastFind, (b) record or beneficial owner of the voting securities of FastFind, or (c) other affiliate of such officer, manager, Member or beneficial owner of FastFind Membership Interests.

Section 5.17Banking Relationships.Exhibit 5.17 sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which FastFind maintains any safe deposit boxes or accounts and the names of all Persons authorized to draw thereon or make withdrawals therefrom.

Section 5.18Title to Properties.

(A)Real Property Ownership and Leases. FastFind does not own any real property interests. Exhibit 5.18 sets forth a list of all leases of real property used primarily in the operation of the FastFind business. FastFind is in material compliance with the terms of such real property leases and, to the Knowledge of FastFind such leases are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would give rise to a material claim against Bankrate.

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(B)Valid Ownership or Leasehold of Property. FastFind has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of the material tangible properties and assets, real, personal and mixed, used in FastFind’s business or shown on the Financials.

Section 5.19Intellectual Property.

(A)FastFind Intellectual Property Rights. Except as set forth on Exhibit 5.19(A), FastFind owns, or has a valid right or license to use all Intellectual Property currently used in the conduct of FastFind’s business (such Intellectual Property being collectively referred to as the "FastFind Intellectual Property Rights")."FastFind Owned Intellectual Property Rights"means FastFind Intellectual Property Rights that are owned or licensed exclusively to FastFind.

(B)FastFind’s Licenses. Exhibit 5.19(B) sets forth a list of all licenses, sublicenses and other agreements as to which FastFind is a party and pursuant to which FastFind grants to any Person any rights to use any FastFind Intellectual Property Right.

(C)No Restrictions on Use or Licensing of FastFind Owned Intellectual Property Rights. No FastFind Owned Intellectual Property Right is subject to any outstanding judgment, injunction, order, decree or agreement restricting the use thereof by FastFind or restricting the licensing thereof by FastFind to any Person.

(D)No Conflicts with this Agreement and the Transactions. Neither the execution, delivery and performance of this Agreement nor the consummation of the Transactions will, in accordance with their terms: (i) constitute a material breach of or material default under any contract to which FastFind is a party governing any FastFind Intellectual Property Right; or (ii) cause any material restriction on FastFind’s right to use, or the forfeiture or termination of (or give rise to a right of forfeiture or termination of), any FastFind Intellectual Property Right.

(E)No Infringement or Litigation. Except as set forth in Exhibit 5.19(E), neither the development, marketing, license, sale or distribution of any FastFind’s products or business method violates any contract between the FastFind and any other Person or, to the Knowledge of FastFind, infringes or misappropriates any Intellectual Property Right of any third party. Except as set forth in Exhibit 5.19(E), there is no pending or, to the Knowledge of FastFind, threatened claim or litigation contesting the validity, ownership or right of FastFind to exercise any FastFind Intellectual Property Right or to use, develop, manufacture, market, license, sell or distribute any FastFind product. Except as set forth in Exhibit 5.19(E), FastFind has not received any written or, to the Knowledge of FastFind, oral notice asserting that any FastFind Intellectual Property Right or FastFind product or business method conflicts with the rights of any other Person. Notwithstanding anything set forth in this Agreement or Exhibit 5.19(E) to the contrary, to the Knowledge of FastFind, no FastFind Intellectual Property Right or FastFind product or business method infringes or misappropriates any Intellectual Property Right of any third party or conflicts with the rights of any other Person.

(F)Registered Intellectual Property. Exhibit 5.19(F) sets forth all Registered Intellectual Property. All necessary registration, maintenance and renewal fees currently due in connection with Registered Intellectual Property have been made and all necessary documents, recordations and certificates in connection with such Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Registered Intellectual Property, except, in each case, as would not have a material impact on such item of Registered Intellectual Property.

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(G)No Employee Violations or Assignments. FastFind has not received any written or, to the Knowledge of FastFind, oral notice that any employee or consultant of FastFind: (1) is in material violation of any term or covenant of any employment contract, patent disclosure agreement, invention assignment agreement, nondisclosure agreement, non-competition agreement or any other contract, agreement, arrangement, commitment or undertaking with any other party by virtue of such employee’s or consultant’s being employed by, or performing services for, FastFind or using trade secrets or proprietary information of others without permission; or (ii) has developed any technology, software, or other copyrightable, patentable or otherwise proprietary work for FastFind that is subject to any agreement under which such employee or consultant has assigned or otherwise granted to any other Person any rights (including Intellectual Property rights) in or to such technology, software or other copyrightable, patentable or other proprietary work.

(H)Assignment by Employees to FastFind. All employees and consultants of FastFind that have materially contributed to the development of FastFind Owned Intellectual Property have executed and delivered an agreement regarding the protection of such proprietary information and the assignment of inventions to FastFind.

(I)Internet Domain Names. Exhibit 5.19(I) sets forth all Internet domain names used in FastFind’s business.

Section 5.20Employee Benefit Plans.

(A)No ERISA Affiliates. Other than Wescoco Investors, LLC, there is no entity, trade or business that has been or is a member with FastFind of a group described in Code Section 414(b), (c), (m) or (o), or Section 4001(b)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or that is a member of the same “controlled group” with FastFind pursuant to ERISA Section 4001(a)(14). Other than FastFind, there is no entity, trade or business that has been or is a member with Wescoco Investors, LLC of a group described in Code Section 414(b), (c), (m) or (o), or ERISA Section 4001(b)(1), or that is a member of the same “controlled group” with Wescoco Investors, LLC pursuant to ERISA Section 4001(a)(14).

(B)FastFind Employee Benefit Plans. FastFind has listed in Exhibit 5.20(B), and, in addition thereto, has delivered or made available to Bankrate prior to the execution of this Agreement copies (and will continue to make the same available to Bankrate after execution of this Agreement and after the Closing, where necessary) of any and all pension, retirement, profit-sharing, deferred compensation, Options, employee stock ownership, severance pay, vacation, bonus, or other incentive plan, all other written employee programs, arrangements, or agreements, including any employment agreement which may itself contain such provisions, all medical, vision, dental, or other health plans, all life insurance plans, and all other employee benefit plans or fringe benefit plans, including “employee benefit plans” as that term is defined in ERISA Section 3(3), currently adopted, maintained by, participated in, sponsored in whole or in part by, or contributed to by FastFind for the benefit of FastFind’s employees, retirees, dependents, spouses, directors, independent contractors, or any other beneficiaries (collectively “Participants”) under which such Participants are eligible to participate or receive benefits (collectively, the “FastFind Benefit Plans”). The FastFind Benefit Plans documents delivered or made available to Bankrate by FastFind include true and complete copies of each plan, together with any amendments thereto, any trust agreements associated with a FastFind Benefit Plan, together with any amendments thereto, any insurance or annuity contracts with respect to any FastFind Benefit Plan, all current summary plan descriptions with respect to any FastFind Benefit Plan together with any summaries of material modifications thereto, all Internal Revenue Service Forms 5500 (or variations thereof) together with any Schedule B and any other attachment thereto filed with respect to any FastFind Benefit Plan (for each of the three most recent plan years for which filings have been made), all certified actuarial statements (for each of the three most recent plan years for which such statements have been prepared) with respect to any FastFind Benefit Plan, any auditor's reports (for each of the three most recent plan years for which reports have been issued) with respect to any FastFind Benefit Plan, all current agreements or contracts entered into with any third party administrator or trustee with respect to any FastFind Benefit Plan, and all current agreements or contracts with any investment manager or investment advisor with respect to any FastFind Benefit Plan.

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(C)Administration of FastFind Benefit Plans. Except as otherwise provided for or disclosed elsewhere in this Agreement, FastFind, and, to FastFind’s knowledge, its agents, the trustees and other fiduciaries of the FastFind Benefit Plans, have, at all times, complied in all material respects with the applicable provisions of the FastFind Benefit Plans, the Code and ERISA and with all agreements relating to the administration of such FastFind Benefit Plans. Except as otherwise provided for or disclosed elsewhere in this Agreement, each FastFind Benefit Plan has been administered and communicated to the Participants and beneficiaries in all material respects in accordance with its provisions, and all required annual reports, filings, disclosures, or other communications, which have been required to be made to the Participants and beneficiaries, other employees, the IRS, the U.S. Department of Labor, or any other applicable governmental agency, in connection with each Plan, pursuant to the Code, ERISA, or other applicable statute or regulation, have been made in a timely manner and no material liability has been incurred on account of delinquent or incomplete compliance or failure to comply with such requirements. All amendments and actions required to bring the FastFind ERISA Plans into conformity with all of the applicable provisions of ERISA and other applicable Laws have been made or taken with respect to those provisions of ERISA and other applicable Laws for which the time period for amendment or actions expired on or before the Closing Date. Any bonding required with respect to any FastFind Benefit Plan in accordance with applicable provisions of ERISA has been obtained and is in full force and effect. Each FastFind ERISA Plan, which is intended to be qualified under Section 401(a) of the Code has heretofore received a favorable determination letter from the Internal Revenue Service, and FastFind is not aware of any circumstances likely to result in revocation of any such favorable determination letter(s).

(D)Other Representations and Warranties Regarding FastFind Benefit Plans. Except as disclosed in Exhibit 5.20(D):

(i)There are no actions, suits, investigations, arbitrations, or proceedings pending against any FastFind Benefit Plan, against the assets of any of the trusts under such plans or the plan sponsor or the plan administrator or against any agent or fiduciary of any FastFind Benefit Plan with respect to the operation of such plans (other than routine benefit claims);

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(ii)Neither FastFind nor, to FastFind’s knowledge, any disqualified person (as defined in Section 4975 of the Code) have engaged in a transaction with respect to any FastFind Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, would subject FastFind, or, to FastFind’s knowledge, its agents, the trustees or the other fiduciaries of the FastFind Benefit Plans to a Tax imposed by either Section 4975 of the Code or any penalty under Section 502(i) of ERISA;

(iii)There have been no governmental audits of any FastFind Benefit Plan within the last six (6) years that has resulted in any material penalties, fines, excise taxes, additional benefit accruals, and there are no threatened or pending governmental audits as of the date hereof and as of the date of Closing; and

(iv)FastFind will not issue any membership interests, Options or amend or terminate any FastFind Benefit Plan subsequent to the date of this Agreement without the written consent of Bankrate except as may be necessary to honor any pre-existing contract or to maintain the qualification of such FastFind Benefit Plan in which case FastFind shall promptly notify Bankrate of such issuance, amendment or termination in writing prior to its implementation.

(E)No FastFind Pension Plans or Pension Plan Liability. FastFind has never maintained, adopted, sponsored, or contributed to, and does not have any liability or potential liability under or with respect to, any multiemployer plan (as such term is defined in ERISA Section 3(37) or 4001(a)(3)) or any employee pension benefit plan (as such term is defined in ERISA Section 3(2)) subject to Section 302 or Title IV of ERISA, or otherwise has any liability or potential liability under Title IV of ERISA.

(F)No Wescoco Investors, LLC Benefit Plans. Wescoco Investors, LLC has never maintained, adopted, sponsored, or contributed to, and does not have any liability or potential liability under or with respect to: (i) any multiemployer plan (as such term is defined in ERISA Section 3(37) or 4001(a)(3)) or any employee pension benefit plan (as such term is defined in ERISA Section 3(2)) subject to Section 302 or Title IV of ERISA, or otherwise has any liability or potential liability under Title IV of ERISA; (ii) any other employee pension benefit plan; or (iii) any employee welfare benefit plan (as such term is defined in ERISA Section 3(1)).

(G)Retiree Health and Benefit Plans. Except as disclosed in Exhibit 5.20(G), FastFind does not have any liability for retiree health and life benefits under any of the FastFind Benefit Plans and if there are any such plans, there are no restrictions on the rights of FastFind to amend or terminate any such retiree health or benefit Plan without incurring any post-termination liability thereunder, except for administrative costs and professional fees to terminate same).

(H)Effect of Transactions. Except as disclosed in Exhibit 5.20(H), neither the execution and delivery of this Agreement nor the consummation of the Transactions will (i) result in any payment (including severance, unemployment compensation, golden parachute, change of control, or otherwise) becoming due to any director or any employee of FastFind under any FastFind Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any FastFind Benefit Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefit.

(I)Entitlements. Except as disclosed in Exhibit 5.20(I), the actuarial present values of all accrued deferred compensation entitlements (including entitlements under any executive compensation, supplemental retirement, or employment agreement) of employees and former employees of any FastFind and respective beneficiaries, other than entitlements accrued pursuant to funded retirement plans subject to the provisions of Sections 401(a), have been fully reflected on the FastFind Financials to the extent required by and in accordance with GAAP.

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(J)No Membership Interests of FastFind are Assets of FastFind Benefit Plans. Except as disclosed in Exhibit 5.20(J), no membership interests or other security issued by FastFind forms or has formed a part of the assets of any FastFind Benefit Plan.

Section 5.21Litigation. Except as set forth in Exhibit 5.21, there is no suit, action or proceeding pending, or to the Knowledge of FastFind, threatened against FastFind nor is there any Judgment outstanding against FastFind.

Section 5.22Compliance with Applicable Laws. Except as set forth in Exhibit 5.22, FastFind is in compliance, in all material respects, with all Laws which affect the business, business practice or any owned or leased real or personal property of FastFind, including those relating to occupational health and safety and the environment. FastFind has not received any written communication from a Governmental Entity alleging that FastFind is not in compliance in any material respect with any applicable Law. Neither FastFind, nor, to the Knowledge of FastFind, any of its Affiliates, (i) is conducting as of the date of this Agreement any internal investigation with respect to any alleged act or omission relating to the business, business practice or any owned or leased real or personal property of FastFind, or (ii) is planning to make a voluntary disclosure to any Governmental Authority with respect thereto.

Section 5.23Permits. Except as set forth in Exhibit 5.23, FastFind holds all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Entities, or required by Governmental Entities to be obtained, in each case necessary for the conduct of its business, including, without limitation, the sale of its products (collectively, "Permits"). To the Knowledge of FastFind, FastFind is in compliance in all material respects with the terms of all Permits. To the Knowledge of FastFind, all such Permits have are in full force and effect, and all rights and entitlements pursuant to such Permits are vested in FastFind. To the Knowledge of FastFind, FastFind has not committed any act or failed to act in a manner which could result in the revocation or suspension of any such Permit or in any disciplinary action relating to such Permit. FastFind has not received any written notice to the effect that a Governmental Entity was considering the amendment, termination, revocation or cancellation of any Permit. All such Permits are renewable by their terms or in the ordinary course of business.

Section 5.24Environmental Matters.

(A)Hazardous Material. No underground storage tanks and no amount of any substance that has been designated by any Governmental Entity or by applicable federal, state or local law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including, without limitation, PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the United States Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said laws, but excluding office and janitorial supplies (a "Hazardous Material")are present, as a result of the actions of FastFind, or as a result of any actions of any third party or otherwise, in, on or under any property, including the land and the improvements, ground water and surface water thereof that FastFind has at any time owned, operated, occupied or leased.

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(B)Environmental Liabilities. No material action, proceeding, revocation proceeding, amendment procedure, writ or injunction is pending, and to the Knowledge of FastFind, no material action, proceeding, revocation proceeding, amendment procedure, writ or injunction has been threatened by any Governmental Entity against FastFind in a writing delivered to FastFind concerning any Hazardous Material. FastFind is not aware of any fact or circumstance that reasonably could be expected to involve FastFind in any environmental litigation or impose any environmental liability.

Section 5.25Insurance. FastFind has policies of insurance and bonds of the type and in amounts customarily carried by persons conducting business or owning assets similar to those of the FastFind’s business. There is no material claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies have been paid and FastFind is otherwise in compliance in all material respects with the terms of such policies and bonds. To the Knowledge of FastFind, there has been no threatened termination of, or material premium increase with respect to, any of such policies.

Section 5.26Certain Payments. Since the beginning of the periods covered in the Financials, neither FastFind nor, to the Knowledge of FastFind, any of its managers, officers, managers, Affiliates or employees has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, in each case with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official or employee, to any (a) governmental official or employee, (b) political party or candidate thereof, or (c) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.

Section 5.27Funded Indebtedness.Exhibit 5.27sets forth all of the outstanding principal and accrued and unpaid interest and all other amounts owing with respect to the Funded Indebtedness.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BANKRATE AND SUB

Bankrate and Sub, jointly and severally, represent and warrant to the Members that:

Section 6.01Organization, Standing and Power. Bankrate is duly organized, validly existing and in good standing under the laws of Florida and has full corporate power and authority to conduct its businesses as presently conducted. Sub is duly organized, validly existing and in good standing under the laws of Delaware and has full corporate power and authority to conduct its businesses as presently conducted.

Section 6.02Sub.

(A)Sub's Sole Purpose is to Enter into this Agreement. Since the date of its formation, Sub has not carried on any business or conducted any operations other than the execution of this Agreement, the performance of its obligations pursuant to this Agreement and matters ancillary to its obligations pursuant to this Agreement.

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(B)Sub’s Membership Interests. All of the authorized membership interests of Sub have been validly issued, are fully paid and nonassessable and are owned by Bankrate free and clear of any Lien.

Section 6.03Bankrate and Sub have Authority to Enter Into this Agreement and Engage in the Transactions. The execution, delivery and performance by Bankrate and Sub of this Agreement and the Ancillary Agreements, and the consummation by Bankrate and Sub of the Transactions are: (A) within the requisite corporate or limited liability company powers, as applicable, of Bankrate and Sub; (B) are not in contravention of the terms of Bankrate and Sub's organizational documents; and (C) have been duly authorized and approved by all necessary corporate action on the part of Bankrate and Sub. No other proceedings on the part of Bankrate or Sub are necessary to authorize the execution, delivery and performance by Bankrate and Sub of this Agreement, the Ancillary Agreements, and the Transactions.

Section 6.04Bankrate and Sub have Validly Executed and Delivered this Agreement. Bankrate and Sub have each duly executed and delivered this Agreement, and the Ancillary Agreements to be entered into by Bankrate and/or Sub pursuant to the terms of this Agreement shall have been duly and validly executed and delivered by Bankrate and/or Sub, as applicable. This Agreement constitutes, and upon their execution and delivery, such Ancillary Agreements will constitute, the legal, valid and binding obligation, of Bankrate and/or Sub, as applicable, enforceable against Bankrate and/or Sub in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, or other laws affecting creditor’s rights generally and general principles of equity.

Section 6.05No Conflicts. The execution and delivery by each of Bankrate and Sub of this Agreement, do not, and the consummation of the Transactions and compliance with the terms of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Bankrate or any of its Subsidiaries under, any provision of (i) the charter or organizational documents of Bankrate or any of its Subsidiaries, (ii) any material Contract to which Bankrate or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 6.06, any material Judgment or Law applicable to Bankrate or any of its Subsidiaries or their respective properties or assets.

Section 6.06No Government Entity Consents are Necessary. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Bankrate or any Bankrate Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of such reports as may be required in connection with this Agreement and the Transactions, (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (iii) such other items as are set forth in Exhibit 6.06.

Section 6.07Brokers. No broker, investment banker, financial adviser or other Person, is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Bankrate.

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Section 6.08Availability of Funds. Buyer has cash available to enable it to consummate on a timely basis the transactions contemplated by this Agreement.

Section 6.09Solvency. Immediately after giving effect to the transactions contemplated by this Agreement, FastFind shall be able to pay its debts as they become due and shall own property which has a fair saleable value greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the transactions contemplated by this Agreement, FastFind shall have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Bankrate or FastFind.

Section 6.10Acquisition for Investment. The FastFind Membership Interests acquired by Bankrate pursuant to this Agreement are being acquired for investment only and not with a view to any public distribution thereof, and Bankrate will not offer to sell or otherwise dispose of the FastFind Membership Interests so acquired by it, in violation of any of the registration requirements of the Securities Act of 1933, as amended, or any comparable state law.

ARTICLE VII

COVENANTS RELATING TO CONDUCT OF BUSINESS; NO DISCUSSIONS WITH

OTHERS; ACCESS TO INFORMATION; AND EFFORTS TO CONSUMMATE THE

TRANSACTIONS; HIRING OF EMPLOYEES

Section 7.01Conduct of Business of FastFind.

(A)Conduct of Business by FastFind. Except for matters set forth in Exhibit 7.01(A) or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time, FastFind shall conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except for matters set forth in Exhibit 7.01(A) or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time, FastFind shall not do any of the following without the prior written consent of Bankrate:

(i)(1) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of the FastFind Membership Interests, (2) split, combine or reclassify any of the FastFind Membership Interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of the FastFind Membership Interests, or (3) purchase, redeem or otherwise acquire any shares of the FastFind Membership Interests or any other securities of FastFind or any rights, warrants or options to acquire any such membership interests or other securities;

(ii)issue, deliver, sell or grant (1) any membership interests of FastFind, (2) any Voting FastFind Debt or other voting securities, (3) any securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such membership interests, Voting FastFind Debt, voting securities or convertible or exchangeable securities or (4) any options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, “stock appreciation rights”, stock-based performance units;

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(iii)amend the FastFind Certificate of Formation, the FastFind LLC Agreement or other comparable charter or organizational documents;

(iv)acquire or agree to acquire (1) by merging or consolidating with, or by purchasing a substantial equity interest in or portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (2) any assets that are material, individually or in the aggregate, to FastFind, taken as a whole;

(v)enter or agree to enter into any joint venture or other strategic business arrangement with another Person;

(vi)enter into or terminate any Material Contract, or make any change in any Material Contract, other than the renewals of Material Contracts without material adverse changes of terms;

(vii)(1) grant to any executive officer, manager, or member of FastFind any increase in compensation, (2) grant to any executive officer or manager of FastFind any increase in severance or termination pay, (3) enter into any employment, consulting, indemnification, severance or termination agreement, or any other Material Contract, with any such executive officer or manager, (4) establish, adopt, enter into or amend in any material respect any collective bargaining agreement or FastFind Benefit Plan or (5) take any action to accelerate any rights or benefits, or make any material determinations not in the ordinary course of business consistent with prior practice, under any collective bargaining agreement or FastFind Benefit Plan;

(viii)make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of FastFind, except insofar as may have been required by a change in GAAP;

(ix)sell, lease (as lessor), license or otherwise dispose of or subject to any Lien any properties or assets, except sales of inventory and excess or obsolete assets in the ordinary course of business consistent with past practice, but in no event involving a sale price or value in excess of Ten Thousand Dollars ($10,000.00);

(x)(1) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except under existing lines of credit or for short-term borrowings incurred in the ordinary course of business consistent with past practice, or (2) make any loans, advances or capital contributions to, or investments in, any other Person;

(xi)make or agree to make any new capital expenditure or expenditures that, individually, is in excess of Ten Thousand Dollars ($10,000.00) or, in the aggregate, are in excess of Twenty-Five Thousand Dollars ($25,000.00);

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(xii)make or change any material Tax election or settle or compromise any material Tax liability or refund or amend any Tax returns;

(xiii)(1) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or incurred in the ordinary course of business consistent with past practice, (2) cancel any material indebtedness (individually or in the aggregate) owed to FastFind or waive any claims or rights of substantial value or (3) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which FastFind is a party;

(xiv)enter into or carry out any transaction with any legal Affiliate of FastFind;or

(xv)authorize any of, or commit or agree to take any of, the foregoing actions.

(B)Other Actions. FastFind and Bankrate shall not, and Bankrate shall not permit any of its Subsidiaries to, take any action that would, or that could reasonably be expected to, result in (i) a breach of any of the representations and warranties of such party set forth in this Agreement, or (iii) any condition to the Merger set forth in Article VI not being satisfied.

(C)Advice of Changes. Each party shall promptly advise the other party orally and in writing of any change or event that has or could reasonably be expected to have a FastFind Material Adverse Effect or Bankrate Material Adverse Effect, as the case may be.

Section 7.02Permits Transferred to the Surviving Company and/or its Agents. FastFind and the Members shall take all actions necessary to transfer, assign, issue, have issued, or convey the Permits to the Surviving Company and/or its agents, and otherwise ensure that, at the Effective Time, the Permits have been duly and validly issued to the Surviving Company and/or its agents, as applicable, are in full force and effect, and all rights and entitlements pursuant to such Permits are vested in the Surviving Company and/or its agents, as applicable.

Section 7.03No Discussions with Others.

(A)No Solicitation or Consideration of Third Party Offers. From the date of the execution of this Agreement until the earlier of the Closing Date, or the termination of this Agreement in accordance with its terms, neither FastFind nor any Member, nor any of their respective Affiliates, officers, managers, employees, agents or advisors, shall, directly or indirectly, solicit offers from, negotiate with or in any manner encourage or consider any proposal of any other Person or entity (a "Third Party") relating to the acquisition of an ownership interest in FastFind, or of the assets of FastFind, in whole or in part, through purchase, merger, consolidation, share exchange or otherwise, or any other business combination involving FastFind (collectively, a "Third Party Offer").

(B)Notice to Bankrate of Third Party Offers. If any of the Members, FastFind, or FastFind’s Affiliates, officers, managers, employees, agents or advisors receives any communication regarding any Third Party Offer after the date hereof and prior to the earlier ofthe Closing Date, or the termination of this Agreement in accordance with its terms, then the Member Representative shall immediately notify Bankrate of the receipt of such Third Party Offer.

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Section 7.04Voting AgreementBy execution of this Agreement, FastFind’s Board of Managers and the Members hereby agree to vote their respective FastFind Membership Interests in favor of the Transactions.

Section 7.05Access to Information; Confidentiality.

(A)FastFind Shall Provide Bankrate Access to Information. FastFind shall provide to Bankrate, and its officers, employees, accountants, counsel, financial advisers and other representatives, reasonable access during normal business hours and upon reasonable notice during the period prior to the Effective Time to all their respective properties, books, contracts, commitments, personnel and records. During such period, FastFind shall furnish promptly to Bankrate all information concerning its business, properties and personnel as Bankrate may reasonably request.

(B)Disclosure of Information is Subject to the Confidentiality Agreement. All information exchanged pursuant to this Agreement shall be subject to the confidentiality agreement between FastFind and Bankrate (the "Confidentiality Agreement") and each of the Members agrees to be bound by such terms of the Confidentiality Agreement to which FastFind is bound, and to be jointly and severally liable for any breach of the Confidentiality Agreement by FastFind and/or any Member.

Section 7.06Commercially Reasonable Efforts; Notification.

(A)Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, and shall take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement.

(B)Without limiting the generality of Section 7.06(A), the parties to this Agreement shall:

(i)obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities, make all necessary registrations and filings (including filings with Governmental Entities, if any), and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity;

(ii)file the Certificate of Merger with the Secretary of State of the State of Delaware and make all other necessary filings to effectuate the Merger;

(iii)use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from third parties;

(iv)defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and

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(v)executing and delivering any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement.

(C)FastFind shall give prompt notice to Bankrate, and Bankrate or Sub shall give prompt notice to FastFind, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any respect or (ii) the failure by it to comply with or satisfy in any material respect with any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Section 7.07Bankrate’s Hiring of FastFind’s Employees. Bankrate will offer to all employees of FastFind immediately prior to the Effective Time (such employees being referred to as "Continuing Employees") continued employment with FastFind.

Section 7.08Books and Records. From and after the Closing, Bankrate shall, and shall cause FastFind to, provide Member Representative and its authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours, to the books and records of FastFind with respect to periods prior to the Closing Date in connection with any legitimate matter whether or not relating to or arising out of this Agreement or the transactions contemplated hereby (including preparation of the FastFind's Tax Return for periods ending on or before the Closing Date). Unless otherwise consented to in writing by the Member Representative (which consent shall not be unreasonably withheld), Bankrate shall not, for a period of five years following the Closing Date, destroy, alter or otherwise dispose of any material books and records of FastFind, or any portions thereof, relating to periods prior to the Closing Date without first offering to surrender to the Member Representative (on behalf of the Members) such books and records or such portions thereof. The parties shall cooperate fully, as and to the extent reasonably requested by each party and at the requesting party's expense, in connection with any audit, litigation or other proceeding with respect to Taxes.

Section 7.09Use of Financials for SEC Filings. Following the Closing, the Member Representative shall use commercially reasonable efforts to cause FastFind’s accountants to consent to the use of FastFind’s Financials in any filing or filings that Bankrate is required to make pursuant to Rule 3.05 of Regulation S-X. In the event that FastFind's accountants do not provide such consent in a timely manner, Bankrate and the Member Representative shall select a mutually acceptable accounting firm to prepare an audit of FastFind's Financials for the fiscal year ending December 31, 2004 that are suitable for filing pursuant to Rule 3.05 of Regulation S-X. The fees and expenses incurred to prepare an audit of FastFind's Financials for the fiscal year ending December 31, 2004 that are suitable for filing pursuant to Rule 3.05 of Regulation S-X shall be paid from the Indemnification Escrow Cash.

ARTICLE VIII

INDEMNIFICATION

Section 8.01Indemnification.

(A)Bankrate's Indemnification. Subject to the limitations set forth in Subsection 8.01(H), Bankrate shall indemnify and hold harmless the Members against and in respect of any and all direct and indirect damages, claims, judgments, losses, liabilities and reasonable expenses (including, without limitation, reasonable attorneys fees and expenses, reasonable paralegal fees and expenses, reasonable investigative fees and expenses and sales and use taxes imposed on such amounts) (collectively, "Damages") suffered by the Members, which may arise out of or be in respect of: (i) any breach or violation of this Agreement by Bankrate or Sub; (ii) any falsity, inaccuracy or misrepresentation in any Bankrate or Sub representation, warranty or covenant set forth in this Agreement or any Exhibit or Schedule to this Agreement; (iii) any fraud, willful misconduct or criminal acts of Bankrate or Sub (including any manager, officer or employee of Bankrate or Sub, or agent of any such manager, officer or employee); or (iv) enforcing this Agreement and all actions, suits, proceedings, claims and demands incident to the foregoing.

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(B)Members' Indemnification. Subject to the limitations set forth in Subsection 8.01(G), each of the Members, jointly and severally, shall indemnify and hold harmless Bankrate, Sub, the Surviving Company, and each of their respective Affiliates, managers, officers, members, shareholders, employees, agents, attorneys, heirs, legal representatives, successors and assigns (collectively, the "Bankrate Group"), against and in respect of any and all Damages suffered by the Bankrate Group, which may arise out of or be in respect of: (i) any breach or violation of this Agreement by FastFind or any Member; (ii) any falsity, inaccuracy or misrepresentation in any FastFind or Member representation, warranty or covenant set forth in this Agreement or any Exhibit or Schedule to this Agreement; (iii) Bankrate's reliance or actions based on any actions or representations of the Member Representative and any actions or representations of the Member Representative; (iv) any fraud, willful misconduct or criminal acts of FastFind (including any manager, officer or employee of FastFind or agent of any such manager, officer or employee) or any Member; (v) claims made against the Bankrate Group asserting an alleged violation of U.S. Patent Nos. 6,385,594 and/or 6,611,816 by FastFind prior to the Closing, even if FastFind or the Bankrate Group prevail against such claims; (vi) claims made against the Bankrate Group asserting an alleged violation of either or both of U.S. Patent Nos. 6,385,594 and 6,611,816 by the Bankrate Group including any portion of, or the entire, two-year period following the Closing (solely if the Bankrate Group has substantially continued the business methods and practices employed by FastFind during the pre-Closing periods upon which an alleged violation of either or both of U.S. Patent Nos. 6,385,594 and 6,611,816 is based), even if the Bankrate Group prevail against such claims; (vii) items set forth on Exhibit 5.19 and marked with an asterisk; and (viii) the documented expenses of Bankrate, if any, in an amount not to exceed $100,000, incurred in connection with attempting to formulate a business method and practices to avoid an alleged violation of either or both of U.S. Patent Nos. 6,385,594 and 6,611,816. Without limiting the generality of the foregoing, nothing in this Agreement is intended to provide indemnification by the Members pursuant to this Agreement to any individual or entity that was an Affiliate of FastFind only prior to the Closing or individuals or entities serving prior to the Closing as FastFind's managers, officers, members, employees, agents, or attorneys and their legal representatives, successors or assigns.

(C)Indemnified Party Shall Provide Notice of Claim(s). Upon obtaining knowledge of facts or circumstances which may give rise to a right of indemnification, the party seeking indemnification (the "Indemnified Party") shall promptly notify each party from whom indemnity is sought pursuant to this Section 8.01 (the "Indemnifying Parties"), in writing and in reasonable detail, of such facts or circumstances which may give rise to a right of indemnification pursuant to this Agreement, the identity of any third party claimants, a description of the claim, demand, action or proceeding, if any, out of which the Damages arise, a description of the Damages, and the amount of the Damages ("Notice of Claim"); provided, however, that no failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Parties to indemnify and hold the Indemnified Party harmless except to the extent that such failure or delay prejudices the Indemnifying Parties' rights or its ability to defend against such claim, demand, complaint, action or proceeding.

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(D)Third-Party Claims. If the claim or demand set forth in the Notice of Claim relates to a claim or demand asserted by a third party (a "Third Party Claim"):

(i)Indemnified Party May Elect that Indemnifying Parties Defend a Claim or Demand, at the Indemnifying Parties' Expense. The Indemnifying Parties may assume the defense of any Third Party Claim. If the Indemnifying Parties assume the defense of such claim or demand: (1) the Indemnifying Parties will assume the defense of such claim or demand, including the employment of counsel reasonably acceptable to the Indemnified Party to defend such claim or demand, (2) the Indemnifying Parties shall pay all fees, costs and disbursements in connection with the defense of such claim or demand, including reasonable attorneys fees and expenses, reasonable paralegal fees and expenses, reasonable investigative fees and expenses and sales and use taxes imposed on such amounts; and (3) the Indemnified Party shall have the right to participate in the defense of any such Third Party Claim at its sole cost and expense. The Indemnified Party shall make available to the Indemnifying Parties or such Indemnifying Parties' representatives all records and other materials reasonably required by them for their use in contesting any Third Party Claim and shall cooperate with the Indemnifying Parties in connection therewith.

(ii)The Indemnified Party May Defend a Claim or Demand, at the Indemnifying Parties' Expense. In the event that the Indemnifying Party does not assume the defense of such claim or demand, then such Indemnified Party may, but shall not be obligated to, defend such claim or demand and the Indemnifying Parties shall pay all reasonable fees, costs and disbursements in connection with the defense of such claim or demand, including reasonable attorneys fees and expenses, reasonable paralegal fees and expenses, reasonable investigative fees and expenses and sales and use taxes imposed on such amounts of one counsel selected by the Indemnified Party and reasonably acceptable to the Indemnifying Parties. The Indemnifying Parties shall make available to the Indemnified Party or such Indemnified Party's representatives all records and other materials reasonably required by them for their use in contesting any Third Party Claim and shall cooperate with the Indemnified Party in connection therewith.

(iii)Certain Third Party Claims. Notwithstanding the foregoing, in the event of a Third Party Claim contemplated by Sections 8.01(B)(v) or 8.01(B)(vi) above, the Indemnifying Party and the Indemnified Party shall mutually agree upon one counsel on or prior to December 15, 2005 and shall mutually determine the defense of such claim or demand on or prior to January 13, 2006. The Indemnifying Party shall reimburse the Indemnified Party for the first $250,000 of the reasonable attorneys fees and expenses, reasonable paralegal fees and expenses, reasonable investigative fees and expenses and sales and use taxes imposed on such amounts, and 75% of such fees, costs, taxes and charges in excess of $250,000, in connection with the defense of such claim or demand under Sections 8.01(B)(v) or 8.01(B)(vi) above and only to the extent incurred during the two-year period following the Closing (which will be disbursed from the Indemnification Escrow Cash). Notwithstanding the first sentence of this paragraph, but subject to the following two sentences, the Indemnified Party shall control the defense of a Third Party Claim contemplated by Sections 8.01(B)(v) or 8.01(B)(vi) at such time as the Escrow Indemnification Cash is exhausted or, if earlier, on the later of (x) the first anniversary of the date hereof and (y) such time, if any, that the Indemnified Party has made claims for indemnification in accordance with this Agreement in excess of the Members' maximum indemnification obligations set forth in this Agreement for such claims (e.g. once the Indemnified Party claims more than $2,000,000 pursuant to a Third Party Claim contemplated by Sections 8.01(B)(v), 8.01(B)(vi) and/or 8.01(B)(viii) above, the Indemnified Party shall control the defense of any such claim or demand). The Indemnifying Party must consent to the settlement of a Third Party Claim contemplated by Section 8.01(B)(vi) if such settlement (x) does not provide for a "per lead" royalty during the two-year period following the Closing that is financially materially the same to the "per lead" royalty in such settlement for periods following such two-year period or (y) provides for a lump sum settlement for the two-year period following the Closing. Moreover, in the event that a Third Party Claim contemplated by Section 8.01(B)(v) is not settled by the execution of a "per lead" royalty or licensing arrangement that is financially materially the same to a "per lead" royalty or licensing arrangement consummated in connection with the settlement of a Third Party Claim contemplated by Section 8.01(B)(vi) (or such other settlement arrangement reasonably acceptable to the Indemnifying Party), then the Indemnifying Party shall assume the defense of any Third Party Claim contemplated by Section 8.01(B)(v), and shall be responsible for all fees, costs and disbursements in connection with such Third Party Claim contemplated by Section 8.01(B)(v) (which fees, costs and disbursements will be disbursed from the Indemnification Escrow Cash), with any settlement thereof subject to the consent of the Indemnified Party (which consent shall not be unreasonably withheld).

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(E)Determination of Indemnification Amount. As soon as is reasonably practicable after the full and final settlement or the entering of a final and non-appealable judgment regarding a Third Party Claim, the Indemnified Party and the Indemnifying Parties shall endeavor to agree upon the amount, if any, to which the Indemnified Party is entitled under this Section 8.01. In the event that the Indemnifying Parties and the Indemnified Party are unable to reach agreement upon the right of the Indemnified Party to indemnification hereunder, or upon the amount of any such indemnification hereunder, either the Indemnified Party or the Indemnifying Parties may submit such dispute for resolution based on this Section 8.01 in accordance with Section 11.15 of this Agreement. The amount of such indemnification determined pursuant to this Subsection 8.01(E) (the "Indemnification Amount") shall be binding upon the Indemnified Party and the Indemnifying Parties.

(F)Payment of Indemnification Amount. The Indemnifying Parties shall deliver, or shall cause the Escrow Agent to deliver, as applicable, to the Indemnified Party, an amount that is equal to the Indemnification Amount, and as limited by Subsections 8.01(G) and 8.01(H) below, within ten (10) calendar days after the determination of the Indemnification Amount.

(G)Limitations to Members' Indemnity. Notwithstanding anything to the contrary set forth in this Agreement:

(i)Maximum Indemnification of Each Member. Each Member's maximum indemnification of the Indemnified Parties for Damages pursuant to this Section 8.01 shall be limited to such Member's pro rata portion of the Indemnification Escrow Cash. At Bankrate’s request, the Member Representative will provide Bankrate the necessary information to determine each Member's pro rata portion of the Indemnification Escrow Cash.

(ii)Maximum Indemnification by All Members. The Members' aggregate indemnification of the Indemnified Parties for Damages pursuant to this Article VIII shall be limited to the amount of the Indemnification Escrow Cash and shall be paid exclusively from the Indemnification Escrow Cash pursuant to this Agreement and the Escrow Agreement. Notwithstanding the immediately preceding sentence, the Members' aggregate indemnification of the Indemnified Parties for Damages pursuant to this Article VIII shall not be limited to the amount of the Indemnification Escrow Cash and shall not be paid exclusively from the Indemnification Escrow Cash for any Damages related to, arising out of or in connection with any of the following (collectively, the "Exceptional Damages"):

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(1)Sections 5.03, 5.04, 5.05, 5.06, 5.07, 5.08, 5.12, 5.15 or 5.16;

(2)fraud, willful misconduct, or criminal acts of FastFind or any Member;

(3)representations and warranties of the Members in Article V hereof which were, to the Knowledge of FastFind, untrue or inaccurate in any material respect as of the Closing Date;

(4)claims made under Section 8.01(B)(v);

(5)claims made under Section 8.01(B)(vi); and/or

(6)claims made under Section 8.01(B)(vii).

In the case of clause (4) above, the Indemnified Party shall be entitled to recover all Exceptional Damages under clause (4) if they consist of a "per lead" royalty or licensing arrangement (so long as the "per lead" royalty or licensing arrangement for pre-Closing periods is financially materially the same as the "per lead" royalty or licensing arrangement for post-Closing periods). In the case of clause (5) above, the Indemnified Party shall be entitled to recover 25% of all Exceptional Damages that consist of a "per lead" royalty or licensing fee paid by the Bankrate Group for leads originated from bankrate.com on or after the Closing through December 31, 2007, subject to a maximum recovery amount of $500,000. In no event shall the Indemnified Party be entitled to recover Exceptional Damages and other Damages in excess of the Purchase Price.

(iii)Minimum Damages Accrued Before Duty to Indemnify Arises. The Members shall not indemnify the Bankrate Group for any Damages (other than Damages pursuant to Section 8.01(B)(v), 8.01(B)(vi) and 8.01(B)(viii) hereof) until the aggregate amount of Damages of the Bankrate Group exceeds Three Hundred Thousand Dollars ($300,000.00), and then only for the amount of such aggregate Damages exceeding Three Hundred Thousand Dollars ($300,000).

(iv)Indemnification Periods. The Members will indemnify the Indemnified Party pursuant to this Article VIII for all Damages arising from claims or demands occurring within one (1) year of the Closing Date, provided that the Indemnified Party provided the Member Representative with notice of such claim or demand within one (1) year of the Closing Date; except that the Members shall indemnify the Bankrate Group for Exceptional Damages provided that the Bankrate Group provides the Member Representative with a Notice of Claim of such Exceptional Damage(s) (x) in the case of clauses (3), (5) and (6) of the definition of Exceptional Damages, at any time on or before December 31, 2007 and (y) in the case of clauses (1), (2) and (4) of the definition of Exceptional Damages, at any time on or before December 31, 2008.

(H)Limitations to Bankrate's Indemnity. Notwithstanding anything to the contrary set forth in this Agreement:

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(i)Minimum Damages Accrued Before Duty to Indemnify Arises. Bankrate shall not indemnify the Members for any Damages until the aggregate amount of Damages of the Members exceeds Three Hundred Thousand Dollars ($300,000.00), and then only for the amount of such Damages exceeding Three Hundred Thousand Dollars ($300,000).

(ii)Maximum Indemnification by Bankrate. Bankrate's indemnification of the Members for Damages pursuant to this Section 8.01 shall be limited to the amount of the Indemnification Escrow Cash. Notwithstanding the foregoing, Bankrate's indemnification of the Members for Damages pursuant to this Section 8.01 shall not be limited to the amount of the Indemnification Escrow Cash for any Damages related to, arising out of or in connection with Bankrate or Sub's fraud, willful misconduct, criminal acts or failure to make payments to the Members pursuant to Article III.

(iii)Indemnification Periods. Bankrate will indemnify the Members pursuant to this Section 8.01 for all Damages arising from claims or demands occurring within one (1) year of the Closing Date, provided that the Members provided Bankrate with notice of such claim or demand within one (1) year of the Closing Date; except that Bankrate shall indemnify the Members for Damages related to or arising out of the following, provided that the Member Representative provides the Bankrate Group with a Notice of Claim of such Damages, at any time on or before ninety (90) days past the applicable Statute of Limitations of any breach of this Agreement by Bankrate constituting fraud or intentional misrepresentation.

(I)Determination of Damages. The amount of any and all Damages under this Article VIII shall be determined net of (i) the net present value of any Tax benefits reasonably expected to be realized (calculated using a discount rate of 8%) by any party seeking indemnification hereunder arising from the deductibility of any such Damages and (ii) any amounts recovered or recoverable by the Indemnified Party under insurance policies, indemnities or other reimbursement arrangements with respect to such Damages. Each party hereby waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Damages. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes. In no event shall the Bankrate Group be entitled to recover or make a claim for any amounts in respect of consequential, incidental or indirect damages, lost profits or punitive damages and, in particular, no "multiple of profits" or "multiple of cash flow" or similar valuation methodology shall be used in calculating the amount of any Damages.

(J)Exclusive Remedy.

(i)Except for rights, claims and causes of action it may have relating to fraud, the Bankrate Group acknowledges and agrees that, from and after the Closing, its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII. In furtherance of the foregoing, the Bankrate Group hereby waives, from and after the Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against FastFind or its Members relating to the subject matter of this Agreement arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise except for rights, claims and causes of action it may have relating to fraud. Notwithstanding anything to the contrary contained in this Agreement, the Bankrate Group shall have no right to indemnification under this Article VIII with respect to any Damages or alleged Damages if the Bankrate Group shall have requested a reduction in the Net Working Capital reflected on the Closing Balance Sheet on account of any matter forming the basis for such Damage or alleged Damage and shall have agreed, or the Independent Accounting Firm shall have determined, that no such reduction is appropriate.

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(ii)The FastFind Group acknowledges and agrees that, from and after the Closing, except for Bankrate’s failure to pay the Purchase Price, its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article VIII or Section 3.03. In furtherance of the foregoing, the FastFind Group hereby waives, from and after the Closing, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against Bankrate or its officers and directors relating to the subject matter of this Agreement arising under or based upon any federal, state, local or foreign statute, law, ordinance, rule or regulation or otherwise.

ARTICLE IX

CONDITIONS PRECEDENT TO CLOSING

Section 9.01Conditions to Each Party’s Obligation To Effect The Merger. The respective obligation of each party to effect the Transactions is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(A)No Injunctions or Restraints. No temporary judgment issued by any court of competent jurisdiction or other law preventing the consummation of the Merger shall be in effect; provided, however, that prior to asserting this condition, subject to Section 9.02, each of the parties shall have used all commercially reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such judgment that may be entered.

Section 9.02Conditions to Obligations of Bankrate and Sub. The obligations of Bankrate and Sub to effect the Transactions are further subject to the following conditions:

(A)Representations and Warranties. The representations and warranties of the Members in this Agreement shall be true and correct, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent of changes or developments contemplated by the terms of this Agreement and to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, on and as of such earlier date), except for breaches of such representations and warranties and covenants that, in the aggregate, together with all information disclosed in any supplements, modifications and updates to the Schedules by FastFind prior to the Closing as permitted by this Agreement, would not have a FastFind Material Adverse Effect. Bankrate shall have received a certificate signed on behalf of FastFind by the Chief Executive Officer and the Chief Financial Officer of FastFind and on behalf of the Members by the Member Representative to such effect.

(B)Performance of Obligations of FastFind. FastFind shall have performed all obligations required to be performed by it under this Agreement at or prior to the Closing Date, except for breaches of such covenants that, in the aggregate, would not have a FastFind Material Adverse Effect, and Bankrate shall have received a certificate signed on behalf of FastFind by the Chief Executive Officer and the Chief Financial Officer of FastFind and on behalf of the Members by the Member Representative to such effect.

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(C)No Litigation. There shall not be pending any suit, action or proceeding by any Governmental Entity or any other Person,

(i)challenging the acquisition by Bankrate or Sub of any FastFind Membership Interests,

(ii)seeking to restrain or prohibit the consummation of the Transactions,

(iii)seeking to obtain from FastFind, Bankrate or Sub any damages in relation to FastFind relating to the Transactions,

(iv)seeking to prohibit or limit the ownership or operation by FastFind, Bankrate, or any of their respective subsidiaries of any material portion of the business or assets of FastFind, Bankrate, or any Subsidiary of Bankrate of any material portion of the business or assets of FastFind, Bankrate, or any Subsidiary of Bankrate, or to compel FastFind, Bankrate, or any Subsidiary of Bankrate to dispose of or hold separate any material portion of the business or assets of FastFind, Bankrate, or any Subsidiary of Bankrate, as a result of the Merger or any other Transaction,

(v)seeking to impose limitations on the ability of Bankrate to acquire or hold, or exercise full rights of ownership of, any membership interests of FastFind, or

(vi)seeking to prohibit Bankrate or any of its Subsidiaries from effectively controlling in any material respect the business or operations of FastFind.

(D)Resignation of FastFind Officers and Managers. Each of FastFind’s officers and managers shall have submitted their resignations from their position as a manager and/or officer of FastFind.

(E)Escrow Agreement. The Members shall have executed and delivered to Bankrate the Escrow Agreement.

(F)Affiliate Transactions. All contracts, commitments, agreements, borrowings, arrangements and other transactions between FastFind and any (a) officer or manager of FastFind, (b) record or beneficial owner of the FastFind Membership Interests, (c) of the Members, (d) other affiliate of such officers, manager, beneficial owner or Member shall be terminated.

(G)Member Representative. The Members shall have executed and delivered to Bankrate an agreement appointing a Member Representative in the form attached hereto as Exhibit 9.02(G).

(H)Legal Opinion. FastFind’s legal counsel shall have delivered to Bankrate a legal opinion in a form reasonably acceptable to Bankrate.

Section 9.03Conditions to Obligation of FastFind. The obligation of FastFind to effect Transactions is further subject to the following conditions:

(A)Representations and Warranties. The representations and warranties of Bankrate and Sub in this Agreement shall be true and correct, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent of changes or developments contemplated by the terms of this Agreement and to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct, on and as of such earlier date), except for breaches of such representations and warranties and covenants that, in the aggregate, together with all information disclosed in any supplements, modifications and updates to the Schedules by Bankrate prior to the Closing as permitted by this Agreement, would not have a Bankrate Material Adverse Effect. FastFind shall have received a certificate signed on behalf of each of Bankrate and Sub by the Chief Executive Officer and the Chief Financial Officer of each Bankrate and Sub to such effect.

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(B)Performance of Obligations of Bankrate and Sub. Bankrate and Sub shall have performed all obligations required to be performed by them under this Agreement at or prior to the Closing Date, except for breaches of such covenants that, in the aggregate, would not have a Bankrate Material Adverse Effect, and FastFind shall have received a certificate signed on behalf of each of Bankrate and Sub by an officer of each of Bankrate and Sub to such effect.

(C)Escrow Agreement. Bankrate shall have executed and delivered to the Member Representative the Escrow Agreement.

(D)Legal Opinion. Bankrate’s legal counsel shall have delivered to the Members a legal opinion in a form reasonably acceptable to the Members.

Section 9.04Closing Conditions. FastFind, the Members, Bankrate and Sub will use commercially reasonable efforts to cause each of the conditions set forth in Article IX to be satisfied as soon as reasonably practicable, but in all events on or prior to November 30, 2005

ARTICLE X

TERMINATION

Section 10.01Termination. Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time prior to the Effective Time, in accordance with the terms of this Agreement:

(A)by mutual written consent of Bankrate and the Member Representative;

(B)by either (i) Bankrate and the Sub, on the one hand, or (ii) FastFind and the Members, on the other hand, by giving written notice to the other, only upon the following conditions:

(i)if the Merger is not consummated on or before November 30, 2005 (the "Outside Date"), unless the failure to consummate the Merger by the Outside Date is the result of a knowing and willful breach of this Agreement by the parties seeking to terminate this Agreement that has prevented the consummation of the transactions contemplated hereby; or

(ii)if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable.

(C)by FastFind and the Members:

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(i)if Bankrate or Sub breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 9.03(A) and (ii) in the case of a covenant breach, cannot be or has not been cured within ten (10) calendar days after the giving of written notice to Bankrate and Sub of such breach (provided that FastFind and the Members are not then in material breach of any representation, warranty or covenant contained in this Agreement); or

(ii)immediately, if there exists or arises any pending or threatened suit, action or proceeding set forth in Section 9.02(D);

(D)by Bankrate and Sub, if prior to the Closing, FastFind supplements, modifies, or updates the Schedules and Exhibits as permitted in accordance with Section 11.13 and Bankrate reasonably determines that such supplements, modifies, or updates are materially adverse to FastFind, Bankrate or Sub.

(E)by Bankrate and Sub, if FastFind or the Members breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (1) would give rise to the failure of a condition set forth in Section 9.02(B) or 9.02(C), and (2) in the case of a covenant breach, cannot be or has not been cured within ten (10) calendar days after the giving of written notice to FastFind of such breach (provided that Bankrate is not then in material breach of any representation, warranty or covenant contained in this Agreement).

Section 10.02Failure to Close Due to Governmental Approvals. Notwithstanding the provisions of Section 10.01, if FastFind, the Member Representative and Bankrate each agree that if all of the conditions to the parties' obligations to Close the Transactions have been satisfied or waived as of the Outside Date, other than the receipt of Government approvals set forth in Section 5.23 (the "Governmental Approvals") or the expiration or termination of the waiting period with respect to such Governmental Approvals, neither FastFind, the Members or Bankrate may terminate this Agreement without first providing the other party with ten (10) calendar days' written notice of its intention to terminate. During such ten (10) day period, the parties shall cause its counsel to confer with the other parties' counsel in an attempt to agree on the likelihood of a timely and successful resolution of all such issues relating to the applicable Governmental Approvals or waiting period. Following such ten (10) day period, neither FastFind, the Members or Bankrate shall terminate this Agreement unless such party reasonably believes, based upon the likely time period necessary to resolve the applicable Governmental Approvals issues, the likelihood of successfully resolving such Governmental Approvals without conditions, obligations or agreements which adversely effect such party, and other relevant factors, that not terminating this Agreement could cause effects which are material and adverse to it in comparison to the size and nature of the Transactions.

Section 10.03Effect of Termination. In the event of termination of this Agreement by either FastFind or Bankrate as provided in Section 10.01 or 10.02, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Bankrate, Sub or FastFind, other than Section 7.03, this Section 10.03 and Article XI, which provisions shall survive such termination, and except to the extent that such termination results from the willful and knowing breach by a party of any representation, warranty or covenant set forth in this Agreement. Nothing in this Article X shall be deemed to impair the right of any party to compel specific performance by another party of its obligations under this Agreement.

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ARTICLE XI

GENERAL PROVISIONS

Section 11.01Notices. All notices, requests, consents, claims, demands and other communications required or permitted under this Agreement shall be in writing and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service or mailed by registered or certified mail (postage prepaid), return receipt requested, addressed to:

(A)if to Bankrate or Sub, to

Bankrate, Inc.

11760 U.S. Highway 1, Suite 500,

North Palm Beach, Florida 33408

Attention:

with a copy to:

Gunster, Yoakley & Stewart, P.A.

777 South Flagler Dr., Suite 500 East

West Palm Beach, Florida 33401

Attention: David Bates, Esq.

(B)if to FastFind, to

FastFind, Inc.

2 Townsend Street, #1-901

San Francisco, CA 94107

Attention: T. Sean McCarthy and Eric King

with a copy to:

Wescoco Investors, LLC

20555 Victor Parkway, Suite 100

Livonia, MI 48152

Attention: Nicholas J. Pyett

and

Honigman Miller Schwartz and Cohn LLP

2290 First National Building

660 Woodward Avenue

Detroit, MI 48226-3506

Attention: Alan S. Schwartz

(C)if to the Member Representative, to

Robert Kramer

c/o Wescoco Investors, LLC

20555 Victor Parkway, Suite 100

Livonia, MI 48152

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with a copy to:

Honigman Miller Schwartz and Cohn LLP

2290 First National Building

660 Woodward Avenue

Detroit, MI 48226-3506

Attention: Alan S. Schwartz

or to such other address as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (a) on the date delivered, if by messenger or courier service; and (b) either upon the date of receipt or refusal of delivery, if mailed.

Section 11.02Fees and Expenses. Except as provided below, all fees and expenses incurred in connection with the Transactions shall be paid by the party incurring such fees or expenses, whether or not the Merger is consummated.

Section 11.03Interpretation. When a reference is made in this Agreement to a Section or Article, such reference shall be to a Section or Article of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Each party to this Agreement has participated in the drafting of this Agreement, which each party acknowledges and agrees is the result of extensive negotiations among the parties. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". Any matter disclosed in any Exhibit or Schedule shall be deemed disclosed only for the purposes of the specific Exhibit or Schedule of this Agreement to which such Exhibit or Schedule relates.

Section 11.04Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable.

Section 11.05Public Announcements. Except as required by law, prior to the Closing Date, any public statement or proposed press release pertaining to this Agreement or the Transactions shall be mutually prepared and approved by Bankrate and FastFind.

Section 11.06Transfer Taxes. All stock transfer, real estate transfer, documentary stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) ("Transfer Taxes") incurred in connection with the Transactions shall be paid by either Sub or FastFind, and FastFind shall cooperate with Sub and Bankrate in preparing, executing and filing any Returns with respect to such Transfer Taxes.

Section 11.07Shareholder Litigation. FastFind shall give Bankrate the opportunity (at Bankrate's expense), but Bankrate shall not be obligated, to participate in the defense or settlement of any Member litigation against FastFind and its managers relating to any of the Transactions; provided, however, that no such settlement shall be agreed to without Bankrate’s consent, which shall not be unreasonably withheld.

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Section 11.08Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

Section 11.09Amendment. The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by FastFind, the Member Representative and Bankrate and making specific reference to this Agreement.

Section 11.10Extension: Waiver. At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure or delay of any party at any time to require performance by another party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy under this Agreement. Any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any party in any circumstance shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances.

Section 11.11Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties, except that Sub may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to Bankrate or to any direct or indirect wholly owned Subsidiary of Bankrate, but no such assignment shall relieve Sub of any of its obligations under this Agreement. Any purported assignment without such consent shall be void. Subject to the preceding sentences, all the terms and provisions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective administrators, personal representatives, legal representatives, heirs, successors and permitted assigns, whether so expressed or not.

Section 11.12Governing Law. This Agreement, the Ancillary Agreements and the Transactions shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware without regard to principles of conflicts of laws.

Section 11.13Exhibits. The disclosures in the Exhibits hereto are to be taken as relating to the representations and warranties of FastFind and the Members as a whole. The inclusion of information in any of such Schedules and Exhibits hereto shall not be construed as an admission that such information is material to any of FastFind or the Members. In addition, matters reflected in such Schedules and Exhibits are not necessarily limited to matters required by this Agreement to be reflected in such Schedules and Exhibits. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Prior to the Closing, FastFind shall have the right to supplement, modify or update the Schedules and Exhibits to reflect changes and developments after the date hereof. Any such supplements, modifications and updates shall be subject to Bankrate's rights under Section 9.02(A) and shall have the effect of modifying the representations and warranties made by FastFind and the Members herein from and after the Closing for purposes of the provisions of Article VIII above.

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Section 11.14Enforcement Jurisdiction. FastFind, the Members, Sub and Bankrate agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Courts of the State of Florida or any Federal court located in the State of Florida, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (A) consents to submit itself to the personal jurisdiction of the Courts of the State of Florida or any Federal court located in the State of Florida in the event any dispute arises out of this Agreement or any Transaction, (B) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (C) agrees that it will not bring any action relating to this Agreement or any Transaction in any court other than a Court of the State of Florida or any Federal court sitting in the State of Florida.

Section 11.15Arbitration.

(A)In case of a dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any dispute regarding its validity or termination; FastFind, the Members, Sub and Bankrate, as applicable, shall attempt in good faith to agree upon the rights of the respective parties with respect to each such claim within sixty (60) calendar days of receipt of notice of such claim. If the applicable parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by such parties.

(B)If no such agreement can be reached after good faith negotiation lasting not longer than sixty (60) calendar days after the receipt of notice of such claim, any of the applicable parties may demand binding arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration. Arbitration shall be administered by the American Arbitration Association (the "AAA") and shall be conducted by three neutral arbitrators, two of whom shall be practicing attorneys and the third of whom shall be a certified public accountant, each having experience in the business of FastFind. Within fifteen (15) calendar days of commencement of arbitration, Sub and Bankrate, on one hand, and FastFind and/or the Member Representative, on the other hand, shall each select one neutral qualified arbitrator. Within ten (10) calendar days of their appointment, the two neutral arbitrators so selected shall select the third neutral qualified arbitrator from a list of arbitrators provided by the AAA having experience in the area of the business of FastFind. The third arbitrator shall act as chair of the arbitration panel. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the chair of the arbitration panel and shall be governed by the Federal Rules of Civil Procedure. The decision of a majority of the three arbitrators as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. The award by the arbitrators shall be in writing, shall be signed by a majority of the arbitrators and shall include a statement of written findings of fact and conclusions regarding the reasons for the disposition of any claim.

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(C)Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in West Palm Beach, Florida under the Commercial Arbitration Rules then in effect of the AAA. The arbitrators shall designate which party is the prevailing party in the dispute, taking into account, among other factors, the amount in dispute and the amount of the award. The non-prevailing party shall pay all costs and fees associated with the arbitration. "Costs and fees" for purposes of this subsection mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out of pocket expenses such as copying and telephone, witness fees and reasonable attorneys’ fees.

(D)By agreeing to arbitration, the parties do not intend to deprive any court with jurisdiction of its ability to issue a preliminary injunction, attachment or other form of provisional remedy in aid of the arbitration and a request of such provisional remedies by a party to a court shall not be deemed a waiver of the agreement to arbitrate.

Section 11.16JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND THE TRANSACTIONS, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION.

Section 11.17Bankrate’s Right to Conduct Other Activities. FastFind and Members hereby acknowledge that Bankrate and its affiliates are considering transactions with other companies, some of which may be competitive with FastFind’s business. Neither Bankrate or its affiliates or their respective directors, employees, agents, partners, officers or other representatives shall be liable for any claim arising out of, related to, or based upon (i) the investment by Bankrate in, or the acquisition by Bankrate of, any entity competitive with FastFind or (ii) actions taken by Bankrate or its affiliates or any director, employee, agent, partner, officer or other representative of Bankrate or its affiliates to assist any such competitive company or to evaluate or enter into a transaction with such competitive company.

Section 11.18Entire Agreement; No Third-Party Beneficiaries. This Agreement, taken together with its Exhibits and Schedule 1, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the Merger and other Transactions and (b) are not intended to confer upon any Person other than the parties any rights or remedies.

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Section 11.19Unconditional Guarantee. Bankrate hereby fully and unconditionally guarantees the punctual performance of Sub's obligations hereunder, including Sub's obligation to deliver the funds required by Section 3.01(A) hereof, for so long as any sums remain payable by Sub to the Members or any of the obligations of Sub under this Agreement. Notwithstanding anything contained in this Section to the contrary, Bankrate shall be entitled to all defenses, counterclaims and offsets available to Sub.

[remainder intentionally left blank]

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Bankrate, Sub, FastFind, and the Members have duly executed this Agreement, all as of the date first written above.

BANKRATE, INC. By:/s/ Thomas R. Evans Name: Thomas R. Evans Title: President & Chief Executive Officer	WESCOCO LLC By: /s/ Robert Kramer Name: Robert Kramer Title: Manager
FastFind, LLC By: /s/ Thomas R. Evans Name: Thomas R. Evans Title: President & Chief Executive Officer	MEMBERS WESCOCO INVESTORS LLC By: /s/ David Katzman Its: Manager /s/ T. Sean McCarthy T. Sean McCarthy /s/ Eric K. King Eric K. King /s/ Matt Tillman Matt Tillman /s/ Gloria Xiao Gloria Xiao /s/ Kiran Bhangoo Kiran Bhangoo /s/ Crystal Carrol Crystal Carroll /s/ David Chamberlain David Chamberlain

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EX-10.2

Exhibit 10.2

AGREEMENT AND PLAN OF MERGER

by and among

BANKRATE, INC.,

[SUB1],

[SUB2],

MORTGAGE MARKET INFORMATION SERVICES, INC.,

INTEREST.COM, INC.,

SCARLETT ENTERPRISES, LTD.

and

JAMES R. DE BOTH

Dated as of November 20, 2005

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	1
ARTICLE II	THE MERGER	4
Section 2.01	The Mergers	4
Section 2.02	Closing; Location; Time	4
Section 2.03	Filing of Certificates of Merger; Definition of Effective Time	4
Section 2.04	Effects of the Mergers	4
Section 2.05	Further Assurances	4
Section 2.06	Certificate of Incorporation and Bylaws of the Surviving Corporations	5
Section 2.07	Directors of the Surviving Corporations	5
Section 2.08	Officers of the Surviving Corporations	5
ARTICLE III	MERGER CONSIDERATION/PURCHASE PRICE; ADJUSTMENT AND DELIVERY OF MERGER CONSIDERATION/PURCHASE PRICE	5
Section 3.01	Consideration/Purchase Price	5
Section 3.02	Delivery of the Purchase Price	5
Section 3.03	Adjustment to the Merger Consideration/Purchase Price	6
Section 3.04	Delivery of the MMIS Certificates	7
Section 3.05	Withholding Rights	7
Section 3.06	No Further Ownership Rights in MMIS Common Stock after the Effective Time	8
Section 3.07	Options	8
Section 3.08	Employee Compensation	8
Section 3.09	Tax Treatment	8
ARTICLE IV	EFFECT OF THE MERGERS ON THE CAPITAL STOCK OF THE SUBS	8
Section 4.01	Effect of Mergers on Common Stock	8
ARTICLE V	REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER AND DE BOTH	9
Section 5.01	Organization, Standing and Power	9
Section 5.02	Certificate of Incorporation; Bylaws	9
Section 5.03	MMIS has No Subsidiaries and Owns No Equity Interests in Any Person	9
Section 5.04	Ownership of Shareholder	9

TABLE OF CONTENTS

(continued)

Page

Section 5.05	The Shareholder and MMIS Approve and Adopt this Agreement	10
Section 5.06	MMIS has Authority to Enter Into this Agreement and Engage in the Transactions	10
Section 5.07	MMIS and the Shareholder have Validly Executed and Delivered this Agreement	10
Section 5.08	Capital Structure	10
Section 5.09	Financial Statements	12
Section 5.10	No Conflicts	12
Section 5.11	No Governmental Entity Consents	12
Section 5.12	Brokers	13
Section 5.13	Absence of Certain Changes or Events	13
Section 5.14	Material Contracts	14
Section 5.15	Taxes.	15
Section 5.16	Affiliate Transactions	16
Section 5.17	Banking Relationships	16
Section 5.18	Title to Properties	16
Section 5.19	Intellectual Property	16
Section 5.20	Employee Benefit Plans	18
Section 5.21	Litigation	20
Section 5.22	Compliance with Applicable Laws	20
Section 5.23	Permits	21
Section 5.24	Environmental Matters	21
Section 5.25	Insurance	21
Section 5.26	Certain Payments	21
Section 5.27	Warn Act	22
Section 5.28	Virchow, Krause	22
Section 5.29	Severance and Termination Pay	22
ARTICLE VI	REPRESENTATIONS AND WARRANTIES OF BANKRATE AND SUBS	22
Section 6.01	Organization, Standing and Power	22
Section 6.02	Subs	22
Section 6.03	Bankrate and the Subs have Authority to Enter Into this Agreement and Engage in the Transactions	23

TABLE OF CONTENTS

(continued)

Page

Section 6.04	Bankrate and the Subs have Validly Executed and Delivered this Agreement	23
Section 6.05	No Conflicts	23
Section 6.06	No Governmental Entity Consents are Necessary	23
Section 6.07	Brokers	24
Section 6.08	Free Cash	24
Section 6.09	Employee Benefits	24
ARTICLE VII	COVENANTS RELATING TO CONDUCT OF BUSINESS; NO DISCUSSIONS WITH OTHERS; ACCESS TO INFORMATION; AND EFFORTS TO CONSUMMATE THE TRANSACTIONS; HIRING OF EMPLOYEES; REGULATION S-X; TRANSITION SERVICES; TAX MATTERS	24
Section 7.01	Conduct of Business of MMIS	24
Section 7.02	Conduct of Business of Bankrate	26
Section 7.03	No Discussions with Others	26
Section 7.04	Voting	27
Section 7.05	Access to Information; Confidentiality	27
Section 7.06	Commercially Reasonable Efforts; Notification	27
Section 7.07	Restrictive Covenants	28
Section 7.08	Financial Statements Required by Regulation S-X	29
Section 7.09	Transition Services; Office Space	30
Section 7.10	Tax Matters	31
ARTICLE VIII	INDEMNIFICATION	32
Section 8.01	Indemnification	32
ARTICLE IX	CONDITIONS PRECEDENT TO CLOSING	36
Section 9.01	Conditions to Each Party’s Obligation To Effect The Mergers	36
Section 9.02	Conditions to Obligations of Bankrate and the Subs To Effect The Mergers	37
Section 9.03	Conditions to Obligations of MMIS To Effect The Mergers	39
Section 9.04	Closing Conditions	39
ARTICLE X	TERMINATION	39
Section 10.01	Termination	39
Section 10.02	Failure to Close Due to Governmental Approvals	40
Section 10.03	Failure to Perform; Break Up Fee	40

TABLE OF CONTENTS

(continued)

Page

Section 10.04	Effect of Termination	41
ARTICLE XI	GENERAL PROVISIONS	41
Section 11.01	Notices	41
Section 11.02	Fees and Expenses	42
Section 11.03	Interpretation	42
Section 11.04	Severability	42
Section 11.05	Public Announcements	43
Section 11.06	Transfer Taxes	43
Section 11.07	Shareholder Litigation	43
Section 11.08	Counterparts	43
Section 11.09	Amendment	43
Section 11.10	Extension: Waiver	43
Section 11.11	Assignment; Binding Effect	44
Section 11.12	No Third-Party Beneficiaries	44
Section 11.13	Specific Performance	44
Section 11.14	Governing Law	44
Section 11.15	Enforcement Jurisdiction	44
Section 11.16	Arbitration	45
Section 11.17	JURY WAIVER	46
Section 11.18	Bankrate’s Right to Conduct Other Activities	46
Section 11.19	Entire Agreement; No Third-Party Beneficiaries	46

ThisAGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 20, 2005, by and among: (i) BANKRATE, INC., a Florida corporation ("Bankrate"), (ii) [SUB1], an Illinois corporation and a wholly owned subsidiary of Bankrate ("Sub1") and [SUB2], an Illinois corporation and a wholly owned subsidiary of Bankrate (“Sub2” and collectively with Sub1, the “Subs”)¹, (iii) MORTGAGE MARKET INFORMATION SERVICES, INC., an Illinois corporation, and INTEREST.COM, INC., an Illinois corporation (collectively, "MMIS"), (iv) SCARLETT ENTERPRISES, LTD., an Illinois corporation (the "Shareholder") and (v) JAMES R. DE BOTH ("De Both").

Capitalized terms used in this Agreement, to the extent not defined in the text of the Agreement, shall have the meaning set forth in Article I of this Agreement.

RECITALS:

A.Bankrate, each of the Subs, MMIS, the Shareholder and De Both desire that Sub1 merge with and into Mortgage Market Information Services, Inc. and Sub2 merge with and into Interest.com, Inc. (the "Mergers") and consummate the other transactions contemplated by this Agreement (the Mergers together with such other transactions shall collectively be referred to as the "Transactions") on the terms and subject to the conditions set forth in this Agreement.

B.MMIS and the Shareholder (i) determined that the Mergers and the Transactions are fair to and in the best interests of MMIS and the Shareholder and (ii) have each approved this Agreement and the Transactions.

C.Bankrate, Sub1 and Sub2 have each approved this Agreement and the Transactions.

D.Bankrate, Sub1, Sub2 , MMIS, the Shareholder and De Both desire to make certain representations, warranties, covenants and agreements in connection with the Transactions and also to prescribe various conditions to the consummation of the Transactions.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, Bankrate, Sub1, Sub2, MMIS, the Shareholder and De Both agree as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

"Affiliate" of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

"Bankrate Material Adverse Effect" means (i) a material adverse effect on the ability of Bankrate, Sub1 or Sub2 to perform its obligations under this Agreement or (ii) a material adverse effect on the ability of Bankrate, Sub1 or Sub2 to consummate the Transactions.

¹ The Subs are Illinois corporations in the process of being formed, shall be obligated under this Agreement once formed and are permitted to sign this Agreement after the other parties to this Agreement but prior to the Closing.

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"Code" means the United States Internal Revenue Code of 1986, as amended.

"Closing" means the filing/approval of the last state to approve the mergers contemplated by this Agreement.

"Closing Date" means the date on which the Closing occurs.

"Date of the Notice of Claim" means the date that the Notice of Claim is deemed delivered pursuant to Article VIII.

"Effective Time" as to each planned merger means the time that Merger becomes effective.

"Employment Loss" means (i) an employment termination, other than a discharge for cause, voluntary departure, or retirement, (ii) a layoff exceeding six (6) months or (iii) a reduction in hours of work of more than fifty percent (50%).

“Equity”means (a) the sum of all assets minus (b) the sum of all liabilities.

"Intellectual Property"means any or all of the following and all rights in, arising out of, or associated therewith: (i) all United States, international and foreign patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (iii) all copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto throughout the world; (iv) all industrial designs and any registrations and applications therefor throughout the world; (v) all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor throughout the world; (vi) all databases and data collections and all rights therein throughout the world; (vii) all moral rights of authors and inventors, however denominated, throughout the world; and (viii) all domain names.

“Interest.com Common Stock” means shares of common stock of Interest.com, Inc., par value $1.00 per share.

"Judgment" means any judgment, order or decree.

"Knowledge" of a particular fact or other matter, by an individual means the actual knowledge of such individual; provided, that Knowledge with respect to the Shareholder means the actual Knowledge of De Both and Chuck Smilgys.

"Law" means any statute, law (including common law), ordinance, rule or regulation.

"Liens" means all pledges, liens, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever.

"MMIS Capital Stock" means all of the issued and outstanding shares of MMIS.

"MMIS Certificate(s)" means a certificate or certificates which immediately prior to the Effective Time represented the MMIS Capital Stock.

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"MMIS Common Stock" means the Interest.com Common Stock and the Mortgage Market Information Services Common Stock.

"MMIS Material Adverse Effect" means (i) any change, effect, event, occurrence or state of facts, or any development that, insofar as can reasonably be foreseen, is reasonably likely to result in any change, effect, event, occurrence or state of facts, that is materially adverse to the business, assets, condition (financial or otherwise), or results of operations of MMIS, taken as a whole, other than effects relating to (A) changes, effects, events, occurrences or circumstances that generally affect the industries in which MMIS operates, and that do not have a materially disproportionate impact on MMIS, taken as a whole, (B) general economic, financial or securities market conditions in the United States or elsewhere, or (C) the announcement of this Agreement or the Transactions, (ii) a material adverse effect on the ability of MMIS to perform its obligations under this Agreement or (iii) a material adverse effect on the ability of MMIS to consummate the Transactions.

"Mortgage Market Information Services Common Stock" means shares of common stock of Mortgage Market Information Services, Inc., no par value per share.

"Options" shall mean options representing the right to acquire MMIS Common Stock.

"Person" means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity (as defined in Section 5.11 hereof) or other entity.

"Registered Intellectual Property"means all United States, international and foreign: (i) patents and patent applications (including provisional applications) listed on Section 5.19(F) of the Disclosure Schedule and (ii) registered trademarks, applications to register trademarks, intent-to-use applications, or other registrations or applications related to trademarks listed on Section 5.19(F) of the Disclosure Schedule.

"Return" means all Federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

"Subsidiary" of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such Person.

“Subs” shall mean Sub1 and Sub2.

"Taxes" means all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, Federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

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ARTICLE II

THE MERGER

Section 2.01The Mergers. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the corporate laws of the applicable State (the "Corporate Law"), at the Effective Time (A) Sub1 shall be merged with and into Mortgage Market Information Services, Inc., (B) Sub2 shall be merged with and into Interest.com, (C) the separate corporate existence of Sub1 and Sub2 shall thereupon cease and (C) Mortgage Market Information Services, Inc. shall be the surviving corporation of the merger with Sub1 and Interest.com shall be the surviving corporation of the merger with Sub2 (the "Surviving Corporations").

Section 2.02Closing; Location; Time.

(A)Location of the Closing. The Closing shall take place at the offices of Gunster, Yoakley & Stewart, P.A. in their West Palm Beach, Florida office.

(B)Date and Time of the Closing. The Closing shall occur on November 30, 2005, subject only to the satisfaction of, or waiver by the party entitled to satisfaction of, all conditions precedent to the Transactions specified in this Agreement.

Section 2.03Filing of Certificates of Merger; Definition of Effective Time.

(A)Filing of Certificates of Merger. Prior to the Closing, Bankrate shall prepare, and on the Closing Date, or as soon as practicable thereafter, Bankrate and each entity in MMIS shall file with the Secretary of State of the applicable State(s), a Certificate of Merger and all other documents or recordings required to effectuate the Mergers in accordance with the relevant provisions of the Corporate Law (collectively, the "Certificates of Merger").

(B)Effective Time of the Mergers. The Mergers shall become effective at such time as the Certificates of Merger are duly filed or at such later time as Bankrate and the Shareholder shall agree and specify in the Certificates of Merger.

Section 2.04Effects of the Mergers. The Mergers shall have the effects set forth in the Corporate Law. Without limiting the generality of the foregoing, at the Effective Time: (A) all of the properties, rights, privileges, powers and franchises of MMIS and each of the Subs shall vest in the Surviving Corporations; and (B) except as may be otherwise provided in this Agreement, all debts, liabilities and duties of MMIS and each of the Subs shall become the debts, liabilities and duties of the Surviving Corporations.

Section 2.05Further Assurances. MMIS and the Shareholder agree that if, at any time after the Effective Time, Bankrate or the Surviving Corporations believe or are advised that any further deeds, assignments or assurances are reasonably necessary or desirable to vest, perfect, confirm or continue in the Surviving Corporations, Sub1, Sub2 or Bankrate title to any property or any right of MMIS as provided in this Agreement, the Shareholder will act with reasonable promptness (with any out-of-pocket expense to be paid by Bankrate) to execute and deliver all such proper deeds, assignments and assurances and do all other things necessary or desirable to vest, perfect, confirm or continue title to such property or rights in the Surviving Corporations, Sub1 or Sub2 or Bankrate and otherwise to carry out the purposes of this Agreement.

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Section 2.06Certificate of Incorporation and Bylaws of the Surviving Corporations.

(A)Certificate of Incorporation. The Certificates of Incorporation of the Surviving Corporations shall be amended at the Effective Time, without any further action on the part of Bankrate, MMIS or either of the Subs, and as so amended, such Certificates of Incorporation shall be the Certificates of Incorporation of the Surviving Corporations until thereafter changed or amended as provided therein or by applicable Law.

(B)Bylaws. The Bylaws of the Surviving Corporations shall be amended at the Effective Time without any further action on the part of Bankrate, MMIS or any of the Subs.

Section 2.07Directors of the Surviving Corporations. Subject to requirements of applicable Law, Bankrate shall elect the directors of the Surviving Corporations from and after the Effective Time of the Mergers.

Section 2.08Officers of the Surviving Corporations. Subject to requirements of applicable Law, Bankrate shall elect the officers of the Surviving Corporations from and after the Effective Time of the Mergers.

ARTICLE III

MERGER CONSIDERATION/PURCHASE PRICE; ADJUSTMENT AND DELIVERY

 OF MERGER CONSIDERATION/PURCHASE PRICE

Section 3.01Consideration/Purchase Price. Subject to Section 3.02 and Article VIII hereof, and in consideration of consummating the Transactions, the Shareholder shall receive cash in the amount of Thirty Million Dollars ($30,000,000.00) (the "Purchase Price").

Section 3.02Delivery of the Purchase Price.

(A)Delivery of the Purchase Price.

(i)Purchase Price Minus Indemnification Escrow Cash Delivered to the Shareholder. Seven (7) days after the Closing, Bankrate shall deliver by wire transfer of same day funds, to an account designated by the Shareholder, an amount equal to the Purchase Price, less the Indemnification Escrow Cash, for the benefit of the Shareholder.

(ii)$3,000,000 of the Purchase Price Delivered to the Escrow Agent. Seven (7) days after the Closing, Bankrate shall deliver to a mutually agreed upon escrow agent that will consent to jurisdiction and venue for all disputes occurring in New York, New York (the "Escrow Agent"), by wire transfer of same day funds, Three Million Dollars ($3,000,000.00) of the Purchase Price (the "Indemnification Escrow Cash"). Each party agrees not to unreasonably withhold or delay their review and approval of the Escrow Agent. De Both shall be solely responsible for paying up to the first Five Thousand Five Hundred Dollars ($5,500) of fees and costs charged by the Escrow Agent for serving as Escrow Agent. All other amounts payable to the Escrow Agent, if any, shall be shared equally by Bankrate and De Both as more specifically set forth in the Escrow Agreement (as defined below).

(1)Disbursement of the Indemnification Escrow Cash; Escrow Agreement. The Indemnification Escrow Cash shall be applied and disbursed in accordance with the terms and provisions of a mutually agreed upon Escrow Agreement (the "Escrow Agreement"). Each party agrees not to unreasonably withhold or delay their review and approval of the Escrow Agreement.

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(2)Investment of the Indemnification Escrow Cash. The Indemnification Escrow Cash shall be invested in a mutually agreed upon low risk, interest bearing money market account. Pursuant to the terms of the Escrow Agreement, De Both shall be entitled to all interest earned on the Indemnification Escrow Cash.

Section 3.03Adjustment to the Merger Consideration/Purchase Price.

(A)Draft Closing Balance Sheet and Draft Closing Balance Sheet.

(i)Draft Closing Balance Sheet. Within sixty (60) calendar days following the Closing Date, the Shareholder will prepare a balance sheet for MMIS (on a combined basis including both entities) as of the Closing Date (the "Draft Closing Balance Sheet").

(ii)Draft Closing Balance Sheet Prepared in Accordance with GAAP and the Draft Closing Sheet. The Draft Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with that used in preparing MMIS' unaudited balance sheet as of September 30, 2005 attached to this Agreement as Exhibit 3.03(A) (the "Pre-Closing Balance Sheet").

(iii)Shareholder's Delivery of Draft Closing Balance Sheet and Draft Closing Date Equity. The Shareholder shall deliver the Draft Closing Balance Sheet (and any related worksheets, working papers, notes and schedules necessary to understand the Draft Closing Balance Sheet) and its calculation of the Equity of MMIS as of the Closing Date (the "Draft Closing Date Equity") to Bankrate not later than sixty (60) calendar days following the Closing Date.

(B)Review by Bankrate and its Accountants. Within thirty (30) calendar days following the receipt by Bankrate of the Draft Closing Balance Sheet (and any related worksheets, working papers, notes and schedules) from the Shareholder, Bankrate shall provide to the Shareholder a report indicating the Bankrate’s agreement or objections to the Draft Closing Balance Sheet and the Draft Closing Date Equity (the "Bankrate Report").

(C)Cooperation. For purposes of preparing the Draft Closing Balance Sheet and during the period of any dispute referred to in Section 3.03(D) below, the Surviving Corporations, the Shareholder, Bankrate and their respective accountants and representatives shall fully cooperate with each other, and provide each other reasonable access to the books, records, facilities and employees of the Surviving Corporations, insofar as each party has possession or control of the foregoing, in each case to the extent required to enable the parties, with the assistance of their respective accountants and representatives, to prepare or review the Draft Closing Balance Sheet.

(D)Agreement on Closing Balance Sheet.

(i)Agreement of the Parties. Within fifteen (15) calendar days of the receipt by the Shareholder of the Bankrate Report, the Shareholder and Bankrate shall endeavor to agree on any matters in dispute.

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(ii)Decision by Independent Accounting Firm. If the Shareholder and Bankrate are unable to agree on any matters in dispute within fifteen (15) calendar days after receipt of the MMIS Report, the matters in dispute will be submitted for resolution to an independent accounting firm mutually agreed upon by Bankrate and MMIS, such agreement not be unreasonably withheld or delayed by either Bankrate or MMIS (the "Independent Accounting Firm"), to make a final determination in accordance with the guidelines and procedures set forth in this Agreement. The Shareholder and Bankrate shall instruct the Independent Accounting Firm to not assign a value to any item in dispute greater than the greatest value for such item assigned by the Shareholder, on the one hand, or Bankrate, on the other hand, or less than the smallest value for such item assigned by the Shareholder, on the one hand, or Bankrate, on the other hand. The Shareholder and Bankrate shall also instruct the Independent Accounting Firm to make its determination based solely on presentations by the Shareholder and Bankrate which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Within thirty (30) calendar days of such submission, the Independent Accounting Firm shall determine and issue a written report to Bankrate and the Shareholder. Bankrate and the Shareholder shall cooperate with each other and each other's representatives to enable the Independent Accounting Firm to render a decision as promptly as possible.

(iii)Fees. The fees and disbursements of the Independent Accounting Firm shall be billed to Bankrate; provided, however, each of the Shareholder and Bankrate shall be responsible for paying such fees in inverse proportion as they prevail on matters decided by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm, as arbitrators, at the time such determination of the Independent Accounting Firm is rendered on the submitted dispute(s). All amounts owed by the Shareholder pursuant to this Section 3.03(D)(iii) to Bankrate shall be included in the Purchase Price adjustment set forth in Section 3.03(E).

(iv)Closing Balance Sheet. The balance sheet incorporating the resolution of matters in dispute (if any) is referred to as the "Closing Balance Sheet". The adjustment to the Purchase Price pursuant to Section 3.03(E), based on the Closing Balance Sheet (the "Purchase Price Adjustment"), shall have the legal effect of an arbitral award and shall be final, binding and conclusive on the parties to this Agreement.

(E)Purchase Price Adjustment Based on Closing Date Equity.

(i)Adjustment if the Closing Date Equity is Greater than Zero. If the Equity of MMIS, as disclosed in the Closing Balance Sheet (the "Closing Date Equity"), is greater than zero, then (a) the Purchase Price shall be increased by the amount of such Equity and (b) Bankrate shall immediately pay such amount to the Shareholder.

(ii)Adjustment if the Closing Date Equity is Less than Zero. If the Closing Date Equity is less than zero, then (a) the Purchase Price shall be decreased by the amount of such Equity deficit and (b) the Shareholder shall immediately pay to Bankrate such Equity deficit.

Section 3.04Delivery of the MMIS Certificates. At the Closing, the Shareholder shall deliver to Bankrate the MMIS Certificate(s) of the Shareholder, duly endorsed by the Shareholder.

Section 3.05Withholding Rights. Bankrate and the Subs shall be entitled to deduct and withhold from the consideration otherwise payable to the Shareholder pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax Law. If Bankrate or the Subs, as the case may be, withholds amounts in accordance with this Section 3.05, such amounts shall be treated for all purposes of this Agreement as having been paid to the Shareholder.

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Section 3.06No Further Ownership Rights in MMIS Common Stock after the Effective Time. The Purchase Price paid in accordance with the terms of this Article III upon sale of any MMIS Common Stock shall be deemed to have been paid in full satisfaction of all rights pertaining to such MMIS Common Stock. After the Effective Time, there shall be no registration of transfers on the MMIS Common Stock transfer books that were outstanding immediately prior to the Effective Time.

Section 3.07Options. MMIS shall take all actions necessary to ensure that MMIS will not, at the time of the Closing, be bound by any Options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, “stock appreciation rights”, stock-based performance units or other rights or agreements which would entitle any Person, other than Bankrate and the Subs, to own any ownership interests of MMIS or to receive any payment in respect thereof at any time after the Closing Date.

Section 3.08Employee Compensation. MMIS shall pay all compensation and benefits payable to the employees of MMIS as of the Closing Date and its pro rata share (based on the number of days in the relevant bonus period elapsed as of the Closing Date) of all 2005 bonuses disclosed in the Disclosure Schedule delivered as of the date of this Agreement; provided, however, that Bankrate’s total pro rata share for the portion of 2005 remaining after the Closing Date shall not exceed $12,500 for all employees. Except as set forth in the preceding sentence, De Both and the Shareholder shall promptly reimburse Bankrate or the Subs for any amounts payable to employees of MMIS following the Closing based in part on services provided prior to the Closing in accordance with compensation plans or programs implemented by MMIS prior to the Closing.

Section 3.09Tax Treatment.For federal income tax purposes, Bankrate and the Shareholder shall treat the Mergers as a transfer of the assets of MMIS by the Shareholder to Bankrate in accordance with Treasury Regulations Section 1.1361-5.

ARTICLE IV

EFFECT OF THE MERGERS ON THE CAPITAL STOCK OF THE SUBS

Section 4.01Effect of Mergers on Common Stock. At the Effective Time, as a result of the Mergers and without any further action on the part of Bankrate, the Subs, MMIS or the Shareholder:

(A)Common Stock of Subs Converts to Surviving Corporations Common Stock. Each issued and outstanding share of common stock, par value $0.01 per share, of each of the Subs (the "Sub Common Stock") shall be converted into and become one (1) fully paid and nonassessable share of common stock, par value $0.01 per share, of the associated Surviving Corporation (the "Surviving Corporations Common Stock"). Each stock certificate of Sub Common Stock shall evidence ownership of such shares of the associated Surviving Corporation’s Common Stock.

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(B)Cancellation of MMIS Treasury Stock. As of the Effective Time, all shares of each constituent of the MMIS Capital Stock that are owned by such constituent, if any,shall automatically be canceled and shall cease to exist. No cash or other consideration shall be delivered or deliverable in exchange for such MMIS Capital Stock.

(C)Cancellation of MMIS Capital Stock. As of the Effective Time, the Shareholder shall cease to have any rights with respect to the MMIS Capital Stock, except the right to receive the Purchase Price in accordance with Article III.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER AND DE BOTH

Except as set forth in the Disclosure Schedule delivered by the Shareholder to Bankrate contemporaneously with the execution of this Agreement (the “Disclosure Schedule”), the Shareholder and De Both, jointly and severally, represent and warrant to Bankrate and the Subs as follows.

Section 5.01Organization, Standing and Power. Each constituent entity of MMIS is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has full corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted. Each constituent entity of MMIS is duly qualified to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except as any such failure to be so qualified would not have a MMIS Material Adverse Effect.

Section 5.02Certificate of Incorporation; Bylaws. Exhibit 5.02(A) is a true and complete copy of the Certificate of Incorporation of each constituent entity of MMIS, as amended to the date of this Agreement (as so amended, the "MMIS Certificates of Incorporation"). Exhibit 5.02(B) is a true and complete copy of the Bylaws of each constituent entity of MMIS, as amended to the date of this Agreement (as so amended, the "MMIS Bylaws"). MMIS is not in violation of any of the provisions of the MMIS Certificates of Incorporation or the MMIS Bylaws.

Section 5.03MMIS has No Subsidiaries and Owns No Equity Interests in Any Person. MMIS has never had nor does it currently have any Subsidiaries, nor has MMIS owned or does it currently own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person.

Section 5.04Ownership of Shareholder. As of the Closing Date, the Shareholder shall:

(A)have good and marketable title to and own, beneficially and of record, One Hundred Percent (100%) of the MMIS Capital Stock;

(B)own the MMIS Capital Stock free and clear of all Liens of any nature whatsoever; and

(C)have full voting power over all of the MMIS Capital Stock, subject to no proxy, voting trust or other agreement relating to the voting of any of the shares of MMIS Capital Stock.

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Other than this Agreement, there is no agreement between MMIS or the Shareholder and any other Person with respect to the disposition, pledge or hypothecation of any of the shares of the MMIS Capital Stock or otherwise relating to the MMIS Capital Stock.

Section 5.05The Shareholder and MMIS Approve and Adopt this Agreement. The Shareholder's approval and adoption, and the approval and adoption by the respective boards of directors of the constituent entities of MMIS, of this Agreement and the Transactions are the only actions required to approve and adopt this Agreement and the Transactions by the Shareholder and MMIS.

Section 5.06MMIS has Authority to Enter Into this Agreement and Engage in the Transactions. The execution, delivery and performance by MMIS of this Agreement and the ancillary agreements to be entered into by MMIS pursuant to the terms of this Agreement (the "Ancillary Agreements"), and the consummation by MMIS of the Transactions: (A) are within the requisite corporate powers of each constituent of MMIS; (B) not in contravention of the terms of the MMIS Certificates of Incorporation and the MMIS Bylaws; and (C) have been duly authorized and approved by the relevant boards of directors and the Shareholder. No other proceedings on the part of the constituent entities of MMIS are necessary to authorize the execution, delivery and performance by MMIS of this Agreement, the Ancillary Agreements and the Transactions.

Section 5.07MMIS and the Shareholder have Validly Executed and Delivered this Agreement. An authorized officer of each constituent entity of MMIS and the Shareholder have each duly executed and delivered this Agreement, and the Ancillary Agreements to be entered into by MMIS or the Shareholder pursuant to the terms of this Agreement shall have been duly and validly executed and delivered by an authorized officer of each constituent entity of MMIS or the Shareholder, as applicable. This Agreement constitutes, and upon their execution and delivery, such Ancillary Agreements will constitute, the legal, valid and binding obligation, of MMIS or the Shareholder, as applicable, enforceable against MMIS or the Shareholder in accordance with their respective terms, except as such enforceability may be limited by the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Section 5.08Capital Structure.

(A)Breakdown of Authorized Capital Stock. The authorized capital stock of Mortgage Market Information Services Inc. consists of 1000 shares of MMIS Common Stock which, as of the date of this Agreement:

(i)1000 shares of Mortgage Market Information Services Common Stock were issued and outstanding;

(ii)no shares of Mortgage Market Information Services Common Stock were held by MMIS in its treasury;

(iii)no shares of Mortgage Market Information Services Common Stock were subject to outstanding Options; and

(iv)no additional shares of Mortgage Market Information Services Common Stock were reserved for issuance pursuant to MMIS Stock Plans.

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Except as set forth in this Subsection 5.08(A), as of the date of this Agreement, no shares of MMIS Common Stock or other securities of MMIS were issued, reserved for issuance, or outstanding.

(B)Breakdown of Authorized Capital Stock. The authorized capital stock of Interest.com Inc. consists of 10,000 shares of Interest.com Common Stock which, as of the date of this Agreement:

(i)1,000 shares of Interest.com Common Stock were issued and outstanding;

(ii)no shares of Interest.com Common Stock were held by MMIS in its treasury;

(iii)no shares of Interest.com Common Stock were subject to outstanding Options; and

(iv)no additional shares of Interest.com Common Stock were reserved for issuance pursuant to Interest.com Inc. Stock Plans.

Except as set forth in this Subsection 5.08(A), as of the date of this Agreement, no shares of Interest.com Inc. Common Stock or other securities of Interest.com Inc. were issued, reserved for issuance, or outstanding.

(C)MMIS Common Stock is Validly Issued. All outstanding shares of the constituent entities of MMIS’ Common Stock, are, and all such shares that may be issued prior to the Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Corporate Law, MMIS Certificates of Incorporation, MMIS Bylaws or any Contract (as defined in Section 5.10(B)) to which MMIS is a party or otherwise bound.

(D)No Voting MMIS Debt Exists. There are not any bonds, debentures, notes or other indebtedness of the constituent entities of MMIS having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of MMIS’ constituent entities’ Common Stock may vote ("Voting MMIS Debt").

(E)No Obligation to Issue Additional Equity or Similar Rights. Except as set forth above in Sections 5.08(A) and 5.08(B), as of the date of this Agreement, there are not any Options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, "stock appreciation rights", stock-based performance units, commitments, contracts, arrangements or undertakings of any kind to which the MMIS entities are a party or by which they are bound:

(i)obligating MMIS’ constituent entities to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of MMIS Capital Stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any of shares of MMIS Capital Stock or other equity interest in MMIS or any Voting MMIS Debt,

(ii)obligating the MMIS entities to issue, grant, extend or enter into any such Options, warrant, call, right, security, commitment, contract, arrangement or undertaking, or

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(iii)that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of MMIS Capital Stock.

(F)No Obligation to Redeem MMIS Common Stock. There are not any outstanding contractual obligations of the MMIS entities to repurchase, redeem or otherwise acquire any shares of MMIS Common Stock. At the time of the Closing, and following the consummation of the Mergers, there will not be outstanding any rights, warrants, Options or other securities entitling the holders thereof to purchase, acquire or otherwise receive any shares of MMIS Common Stock (or any other securities exercisable for or convertible into such shares of MMIS Common Stock).

Section 5.09Financial Statements. To the Shareholder’s Knowledge, all financial statements provided by MMIS to Bankrate pursuant to this Agreement (the "Financials") have been derived from the books and records of MMIS, prepared in accordance with GAAP and are correct in all material respects. The Financials present fairly the financial condition and operating results of MMIS as of the dates and during the periods indicated therein. There has been no change in MMIS accounting policies, except as described in the Financials.

Section 5.10No Conflicts. The execution and delivery by MMIS and the Shareholder of this Agreement or any of the Ancillary Agreements to be entered into by MMIS or the Shareholder pursuant to the terms of this Agreement, and the consummation of the Transactions and compliance with the terms of this Agreement, will not conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of MMIS under, any provision of:

(A)the MMIS Certificates of Incorporation or the MMIS Bylaws;

(B)except as would not have a MMIS Material Adverse Effect, any Material Contract (as defined in Section 5.14), lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a "Contract") to which the Shareholder or MMIS is a party or by which any of their respective properties or assets is bound; or

(C)any Law applicable to, or any Judgment specifically naming, De Both, the Shareholder, MMIS or their respective properties or assets, subject to the filings and other matters referred to in Section 5.11.

Section 5.11No Governmental Entity Consents. No consent, approval, license, permit, order or authorization ("Consent") of, or registration, declaration or filing with, or permit from, any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required to be obtained or made by or with respect to MMIS in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than:

(A)the filing of the Certificates of Merger with the Secretary of State of the applicable State(s) and appropriate documents with the relevant authorities of the other jurisdictions in which MMIS is qualified to do business,

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(B)compliance with and such filings as may be required under applicable environmental Laws,

(C)such filings as may be required in connection with the Taxes described in Section 5.15, and

(D)such other items as are set forth in Section 5.11(D) of the Disclosure Schedule.

Section 5.12Brokers. Except as set forth in Section 5.12 of the Disclosure Schedule, no broker, investment banker, financial adviser or other Person is entitled to any broker’s, finder’s, financial adviser's or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of MMIS. The Shareholder shall be solely responsible for all such amounts payable.

Section 5.13Absence of Certain Changes or Events. From September 30, 2005, to the Closing Date, MMIS has conducted its business only in the ordinary course. Without limiting the generality of the foregoing, during such period there has not, except as has occurred in the ordinary course of MMIS’ business, been any:

(A)event, change, effect or development that, individually or in the aggregate, has had a MMIS Material Adverse Effect;

(B)declaration, setting aside or payment of any dividend or other distribution (whether in cash, equity or property) with respect to any MMIS Common Stock or any repurchase for value by MMIS of any MMIS Common Stock;

(C)split, combination or reclassification of any MMIS Capital Stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for MMIS Capital Stock;

(D)granting of any Options, warrants, calls or rights to acquire any MMIS Capital Stock or other securities of MMIS;

(E)(1) granting to any employee, executive officer, or manager of MMIS any increase in compensation, (2) granting to any executive officer or manager of MMIS any increase in severance or termination pay, (3) entering into any employment, consulting, indemnification, severance or termination agreement, or any other Material Contract, with any such executive officer or manager, (4) establishment, adoption, entering into or amendment in any material respect of any collective bargaining agreement or MMIS Benefit Plan (as defined in Section 5.20) (other than amendment required by applicable laws), (5) agreeing to provide any severance benefits to any employee, executive officer, or manager of MMIS, or (6) taking any action to accelerate any rights or benefits, or make any material determinations not in the ordinary course of business consistent with prior practice, under any collective bargaining agreement or MMIS Benefit Plan;

(F)change in accounting methods, principles or practices by MMIS materially affecting the consolidated assets, liabilities or results of operations of MMIS, except insofar as may have been required by a change in GAAP; or

(G)Contract with respect to any acquisition, sale or transfer of any material asset of MMIS.

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Section 5.14Material Contracts. Except for this Agreement and the contracts listed in Section 5.14 of the Disclosure Schedule (the “Material Contracts”), MMIS is not a party or subject to any of the following (whether oral or in writing):

(A)any reseller, marketing, sales representative or similar Contract under which any third party is authorized to sell, market or take orders for any of MMIS' products or services;

(B)any Contract in which MMIS has granted or received exclusive sales, distribution or marketing rights, rights of refusal, rights of first negotiation or similar rights with respect to any product or service;

(C)any Contract providing for the development of any material technology or Intellectual Property rights, independently or jointly, for it, other than consultants and contractors of MMIS on MMIS' standard forms for such Contracts;

(D)any joint venture or partnership Contract, any Contract relating to a limited liability company or any other Contract which has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses by it with any other party;

(E)any Contract for or relating to the employment or hiring for services of any of its directors, officers, members or key employees;

(F)any Contract or trust deed encumbering any of its assets or properties, any promissory note, any credit line, credit facility, loan agreement or other Contract for the borrowing of money pursuant to which it may borrow or loan funds, any security agreement encumbering any of its assets or properties, any security agreement encumbering any asset or property of a third party for its benefit, any guarantee by it of any obligation or indebtedness of another party or any guarantee of any of its obligations or indebtedness, and any Contract for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board;

(G)any Contract under which it is lessee of or holds or operates any items of tangible personal property or real property owned by any third party and under which payments to such third party exceed $10,000.00 per annum, and any Contract for the sale, purchase or disposition of any real property;

(H)any Contract for the sale, licensing or leasing by or to it of any assets, properties, products, services or rights having a value in excess of $10,000.00 or which is material to MMIS' business;

(I)any Contract or plan (including any Options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, “stock appreciation rights”, or stock-based performance units) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of MMIS Capital Stock or any Options, warrants, convertible notes or other rights to purchase or otherwise acquire any MMIS Capital Stock, other securities or Options, warrants or other similar rights;

(J)any Contract pursuant to which MMIS has acquired a material business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise;

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(K)any other Contract to which MMIS is a party or by which MMIS or any of MMIS' assets or properties are bound (i) that is material to the financial condition and results of operations of MMIS taken as a whole or (ii) that involves a future financial commitment by it in excess of $10,000; or

(L)any Contract between MMIS and any Governmental Entity or any Permit.

Neither MMIS nor, to the Knowledge of De Both, the Shareholder, any of MMIS' constituent entities’ executive officers, directors, or managers, or any other party, is in material breach or default under any Material Contract.

Section 5.15Taxes.

(A)Returns are Timely Filed. Each constituent entity of MMIS has timely filed all Returns relating to Taxes required to be filed with any Tax authority, such Returns are true, correct and complete in all material respects, and each such entity has paid all Taxes shown to be due on such Returns.

(B)Withholdings. MMIS has withheld with respect to its employees all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act ("FICA"), Taxes pursuant to the Federal Unemployment Tax Act ("FUTA"), Taxes pursuant to the exercise, deemed exercise, transfer, cancellation or termination of the Options, and other Taxes required to be withheld.

(C)No Delinquencies, Deficiencies or Waivers:

(i)No deficiencies for Taxes have been claimed, proposed or assessed in writing by any Governmental Entity for which MMIS may have any liability;

(ii)There are no pending or threatened audits, suits, proceedings, actions, investigations or claims for or relating to any liability in respect of Taxes with respect to MMIS;

(iii)There are no matters under discussion by MMIS with any Governmental Entity with respect to Taxes that may result in an additional amount of Taxes for which MMIS may have any liability or which may attach to the assets and properties of MMIS; and

(iv)MMIS has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(D)No Adjustments Proposed. No adjustment relating to any Returns filed by MMIS has been proposed in writing formally or informally by any Tax authority to MMIS or any representative thereof that is reasonably likely to be material to MMIS.

(E)No Liability for Unpaid Taxes. MMIS has no liability for unpaid Taxes which have not been accrued for or adequately reserved on the Financials in accordance with GAAP, whether asserted or unasserted, contingent or otherwise, which is material to MMIS.

(F)MMIS is Not a USRPHC. Since its inception, MMIS has not been a "United States real property holding corporation," as defined in Section 897(c)(2) of the Code and in Section 1.897-2(b) of the Regulations.

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(G)No Liens for Taxes. There are no material Liens for Taxes (other than taxes not yet due and payable or disputed in good faith or as set forth in Section 5.15(G) of the Disclosure Schedule) upon any of the assets of MMIS.

(H)Subchapter S Status. Since its inception and through the Closing Date, the Shareholder and MMIS have each (i) qualified at all times as, and (ii) timely and validly elected to be taxed as a "small business corporation" or a qualified Subchapter S subsidiary under Subchapter S of the Code. The Shareholder and MMIS have not, in the ten (10) years prior to the Closing Date, acquired assets from another corporation in a transaction in which its tax basis for such assets was determined, in whole or in part, by reference to the tax basis of such assets (or any other property) in the hands of the transferor. The Shareholder and MMIS will not be liable for any tax under Section 1374 of the Code. The Shareholder and MMIS have never owned an equity interest in any corporation that would cause MMIS not to qualify at any time as a "qualified" Subchapter S corporation within the meaning of Section 1361 of the Code.

Section 5.16Affiliate Transactions. Except as set forth in Section 5.16 of the Disclosure Schedule, there are no contracts commitments, agreements, borrowings, arrangements or other transactions between either MMIS entity and any (a) officer or director of such MMIS entity, (b) record or beneficial owner of the voting securities of either MMIS entity, or (c) other affiliate of such officer, director, Shareholder or beneficial owner of MMIS Capital Stock.

Section 5.17Banking Relationships.Section 5.17 of the Disclosure Schedulesets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which MMIS maintains accounts of any nature and the names of all Persons authorized to draw thereon or make withdrawals therefrom.

Section 5.18Title to Properties.

(A)Real Property Ownership and Leases. MMIS does not own any real property interests. Section 5.18(A) of the Disclosure Schedulesets forth a list of all leases of real property used primarily in the operation of the MMIS business. MMIS is in material compliance with the terms of such real property leases and, to the Knowledge of De Both, the Shareholder and/or any of MMIS' executive officers, directors or managers, such leases are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) that would give rise to a material claim against Bankrate.

(B)Valid Ownership or Leasehold of Property. The MMIS entities have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of the material tangible properties and assets, real, personal and mixed, used in MMIS' business or shown on the Financials free and clear of all Liens.

Section 5.19Intellectual Property.

(A)MMIS Intellectual Property Rights. MMIS owns, or has a valid right or license to use all Intellectual Property currently used in the conduct of MMIS' business (such Intellectual Property being collectively referred to as the "MMIS Intellectual Property Rights")."MMIS Owned Intellectual Property Rights"means MMIS Intellectual Property Rights that are owned or licensed exclusively to MMIS. MMIS' Intellectual Property Rights are sufficient in all material respects for the conduct of MMIS' business. Notwithstanding the foregoing, to the extent that this paragraph is a representation with respect to patents and unregistered trademarks, such representations are made only to the Knowledge of De Both and/or the Shareholder.

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(B)MMIS' Licenses. Section 5.19(B) of the Disclosure Schedulesets forth a list of all licenses, sublicenses and other agreements as to which MMIS is a party granting to any Person any rights to use any MMIS Intellectual Property Right.

(C)No Restrictions on Use or Licensing of MMIS Owned Intellectual Property Rights. No MMIS Owned Intellectual Property Right is subject to any outstanding judgment, injunction, order, decree or agreement specifically naming MMIS (or its constituent entities) restricting the use thereof by MMIS or restricting the licensing thereof by MMIS to any Person.

(D)No Conflicts with this Agreement and the Transactions. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transactions, in accordance with their terms will: (i) constitute a material breach of or material default under any contract governing any MMIS Intellectual Property Right; or (ii) cause any material restriction on MMIS' right to use, or the forfeiture or termination of (or give rise to a right of forfeiture or termination of), any MMIS Intellectual Property Right.

(E)No Infringement or Litigation. Neither the development, marketing, license, sale or distribution of any MMIS' products or business method violates any contract between MMIS and any other Person or, to the Shareholder’s Knowledge, infringes or misappropriates any Intellectual Property Right of any third party. To the Shareholder’s Knowledge, there exists no unauthorized use, disclosure, infringement or misappropriation of any MMIS Intellectual Property Right or any trade secret material of MMIS or any of its Affiliates. There is no pending or, to the Shareholder’s Knowledge, threatened claim or litigation against either MMIS entity contesting the validity, ownership or right of MMIS to exercise any MMIS Intellectual Property Right or to use, develop, manufacture, market, license, sell or distribute any MMIS product. MMIS, the Shareholder and/or De Both have not received any written or oral notice asserting that any MMIS Intellectual Property Right or MMIS product or business method conflicts with the rights of any other Person. Nor, to the Shareholder’s Knowledge, is there any legitimate and reasonably foreseeable basis for any such an assertion.

(F)Registered Intellectual Property. Section 5.19(F) of the Disclosure Schedulesets forth all Registered Intellectual Property. All necessary registration, maintenance and renewal fees currently due in connection with Registered Intellectual Property have been paid and all necessary documents, recordations and certificates in connection with such Registered Intellectual Property have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions as set forth on Section 5.19(F) of the Disclosure Schedule.

(G)No Employee Violations or Assignments. MMIS has not been notified or otherwise been made aware in writing that any employee or consultant of MMIS: (1) is in material violation of any term or covenant of any employment contract, patent disclosure agreement, invention assignment agreement, nondisclosure agreement, non-competition agreement or any other contract, agreement, arrangement, commitment or undertaking entered into with any other party by virtue of such employee’s or consultant’s being employed by, or performing services for, MMIS or using trade secrets or proprietary information of others without permission; or (2) has developed any technology, software, or other copyrightable, patentable or otherwise proprietary work for MMIS that is subject to any agreement under which such employee or consultant has assigned or otherwise granted to any other Person any rights (including Intellectual Property rights) in or to such technology, software or other copyrightable, patentable or other proprietary work.

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(H)Assignment by Employees to MMIS. All employees and consultants of MMIS that have materially contributed to the development of MMIS Owned Intellectual Property have executed and delivered an agreement regarding the protection of such proprietary information and the assignment of inventions to MMIS.

(I)Internet Domain Names. Section 5.19(I) of the Disclosure Schedulesets forth all Internet domain names used in MMIS' business.

(J)No Royalties or Fees. Except as set forth in Section 5.19(J) of the Disclosure Schedule, there are no royalties, fees or other payments payable by MMIS to any Person by reason of the ownership, use, sale or disposition of any MMIS Intellectual Property Rights.

Section 5.20Employee Benefit Plans.

(A)MMIS Employee Benefit Plans. MMIS has listed in Section 5.20 of the Disclosure Schedule, and, in addition thereto, has delivered or made available to Bankrate prior to the execution of this Agreement copies (and MMIS and the Shareholder will continue to make the same available to Bankrate after execution of this Agreement and after the Closing, where necessary) of any and all pension, retirement, profit-sharing, deferred compensation, commission plans and schedules, Options, employee stock ownership, severance pay, vacation, bonus, or other incentive plan, all other written employee programs, arrangements, or agreements, including any employment agreement which may itself contain such provisions, all medical, vision, dental, or other health plans, all life insurance plans, and all other employee benefit plans or fringe benefit plans, including “employee benefit plans” as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), currently adopted, maintained by, participated in, sponsored in whole or in part by, or contributed to by MMIS or an ERISA Affiliate (as defined below) thereof for the benefit of MMIS' or any ERISA Affiliate’s employees, retirees, dependents, spouses, directors, independent contractors, or any other beneficiaries (collectively “Participants”) under which such Participants are eligible to participate or receive benefits (collectively, the “MMIS Benefit Plans”). The MMIS Benefit Plans documents delivered or made available to Bankrate by MMIS include true and complete copies of each plan, together with any amendments thereto, any trust agreements associated with an MMIS Benefit Plan, together with any amendments thereto, any insurance or annuity contracts with respect to any MMIS Benefit Plan, any summary plan descriptions with respect to any MMIS Benefit Plan together with any amendments thereto, any Internal Revenue Service Forms 5500 (or variations thereof) together with any Schedule B and any other attachment thereto filed with respect to any MMIS Benefit Plan (for the most recent plan years for which filings have been made), any certified actuarial statements (for the most recent plan years for which such statements have been prepared) with respect to any MMIS Benefit Plan, any auditor's reports (for the most recent plan years for which reports have been issued) with respect to any MMIS Benefit Plan, any agreements or contracts entered into with any third party administrator or trustee with respect to any MMIS Benefit Plan, and any agreements or contracts with any investment manager or investment advisor with respect to any MMIS Benefit Plan. Any of the MMIS Benefit Plans which is an “employee pension benefit plan,” as that term is defined in Section 3(2) of ERISA, is referred to herein as a “MMIS ERISA Plan.” Each MMIS ERISA Plan that is also a “defined benefit plan” (as defined in Section 414(j) of the Code) is referred to herein as a “MMIS Pension Plan.” No MMIS Pension Plan is or has been a multiemployer plan within the meaning of Section 3(37) of ERISA.

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(B)Administration of MMIS Benefit Plans. Except as otherwise provided for or disclosed elsewhere in this Agreement, MMIS, its agents, the trustees and other MMIS fiduciaries of the MMIS Benefit Plans have, at all times, complied in all material respects with the applicable provisions of the MMIS Benefit Plans, the Code and ERISA and with all agreements relating to the administration of such MMIS Benefit Plans. Except as otherwise provided for or disclosed elsewhere in this Agreement, each MMIS Benefit Plan has been administered and communicated to the Participants and beneficiaries in all material respects in accordance with its provisions, and all required annual reports, filings, disclosures, or other communications, which have been required to be made to the Participants and beneficiaries, other employees, the IRS, the U.S. Department of Labor, or any other applicable governmental agency, in connection with each Plan, pursuant to the Code, ERISA, or other applicable statute or regulation, have been made in a timely manner and no liability has been incurred on account of delinquent or incomplete compliance or failure to comply with such requirements. All amendments and actions required to bring the MMIS ERISA Plans into conformity with all of the applicable provisions of ERISA and other applicable Laws have been made or taken with respect to those provisions of ERISA and other applicable Laws for which the time period for such amendment or actions expired on or before the Closing Date. Any bond required with respect to any MMIS Benefit Plan in accordance with applicable provisions of ERISA has been obtained and is in full force and effect. Each MMIS ERISA Plan, which is intended to be qualified under Section 401(a) of the Code has heretofore received a favorable determination letter from the Internal Revenue Service, and neither MMIS nor any ERISA Affiliate is aware of any circumstances likely to result in revocation of any such favorable determination letter(s).

(C)Other Representations and Warranties Regarding MMIS Benefit Plans. Except as disclosed in Section 5.20(C) of the Disclosure Schedule:

(i)To the Shareholder’s Knowledge, there are no actions, suits, investigations, arbitrations, or proceedings pending against any MMIS Benefit Plan, against the assets of any of the trusts under such plans or the plan sponsor or the plan administrator or against any agent or fiduciary of any MMIS Benefit Plan with respect to the operation of such plans (other than routine benefit claims);

(ii)Neither MMIS nor any ERISA Affiliate or any disqualified person (as defined in Section 4975 of the Code) have engaged in a transaction with respect to any MMIS Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, would subject MMIS, its agents, the trustees or the other fiduciaries of the MMIS Benefit Plans to a Tax imposed by either Section 4975 of the Code or any penalty under Section 502(i) of ERISA;

(iii)There have been no governmental audits of any MMIS Benefit Plan within the last six (6) years that has resulted in any material penalties, fines, excise taxes, additional benefit accruals, and there are no threatened or pending governmental audits as of the date hereof and as of the date of Closing; and

(iv)MMIS will not issue any stock, Options or amend or terminate any MMIS Benefit Plan subsequent to the date of this Agreement without the written consent of Bankrate except as may be necessary to honor any pre-existing contract or to maintain the compliance of such MMIS Benefit Plan with applicable laws.

(D)MMIS Pension Plans. The Company and its ERISA Affiliates do not sponsor or participate in any MMIS Pension Plan.

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(E)Retiree Health and Benefit Plans. Except as disclosed in Section 5.20(E) of the Disclosure Schedule, neither MMIS nor any ERISA Affiliate has any liability for retiree health and life benefits under any of the MMIS Benefit Plans and if there are any such plans, there are no restrictions on the rights of MMIS or on any ERISA Affiliate to amend or terminate any such retiree health or benefit Plan without incurring any post-termination liability thereunder (except for administrative costs and professional fees to terminate same).

(F)Effect of Transactions. Except as disclosed in Section 5.20(F) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Transactions will (i) result in any payment (including severance, unemployment compensation, golden parachute, change of control, or otherwise) becoming due to any director or any employee of MMIS under any MMIS Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under any MMIS Benefit Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefit.

(G)Entitlements. Except as disclosed in Section 5.20(G) of the Disclosure Schedule, the actuarial present values of all accrued deferred compensation entitlements (including entitlements under any executive compensation, supplemental retirement, or employment agreement) of employees and former employees of any MMIS and respective beneficiaries, other than entitlements accrued pursuant to funded retirement plans subject to the provisions of Sections 401(a) or 412 of the Code or Section 302 of ERISA, have been fully reflected on the MMIS Financials to the extent required by and in accordance with GAAP.

(H)No MMIS Common Stock are Assets of MMIS Benefit Plans. Except as disclosed in Section 5.20(H) of the Disclosure Schedule, no stock or other security issued by MMIS forms or has formed a part of the assets of any MMIS ERISA Plan. The termination of MMIS's 401(K) Plan will not create any liability for MMIS, Bankrate, Sub1 or Sub2 that has not been accrued for or adequately reserved on the Financials in accordance with GAAP.

(I)Severance and Termination Pay. No director or employee of MMIS will have a right to receive any severance, golden parachute, or termination pay or similar compensation if terminated subsequent to the Closing, in excess of two (2) weeks salary and accrued bonuses, if any, as set forth on the Disclosure Schedule (other than ordinary administrative costs not to exceed $5,000). In addition, none of De Both, Chuck Smilgys, Sally Ryan, Salman Ansari, Erika Herz or Maria Zuzic will have a right to receive any severance, golden parachute, or termination pay or similar compensation if terminated prior to the Closing.

Section 5.21Litigation. There is no suit, action or proceeding pending or overtly threatened or threatened in writing against MMIS and, to the Knowledge of De Both and the Shareholder, there is not any legitimate, reasonably foreseeable basis for any such suit, action or proceeding) that, individually or in the aggregate, has had or could reasonably be expected to have a MMIS Material Adverse Effect, nor is there any Judgment outstanding against MMIS.

Section 5.22Compliance with Applicable Laws. MMIS is in compliance with all applicable Laws, including those relating to occupational health and safety and the environment. MMIS has not received any written communication from a Governmental Entity alleging that MMIS is not in compliance in any material respect with any applicable Law. Neither MMIS, nor any of its respective Affiliates (A) is conducting as of the date of this Agreement any internal investigation with respect to any alleged act or omission, or (B) is planning to make a voluntary disclosure to any Governmental Entity with respect thereto.

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Section 5.23Permits. To the Shareholder’s Knowledge, MMIS holds all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Entities, or required by Governmental Entities to be obtained, in each case necessary for the conduct of its business, including, without limitation, the sale of its products (collectively, "Permits"). MMIS is in compliance in all material respects with the terms of all Permits. All such Permits have been duly and validly issued, are in full force and effect, and all rights and entitlements pursuant to such Permits are vested in MMIS. To the Shareholder’s Knowledge, MMIS has not committed any act or failed to act in a manner which could result in the revocation or suspension of any such Permit or in any disciplinary action relating to such Permit. MMIS has not received any written notice to the effect that a Governmental Entity was considering the amendment, termination, revocation or cancellation of any Permit. To the Shareholder’s Knowledge, all such Permits are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. The consummation of the Mergers and other Transactions will not impair or adversely affect any of the rights, powers or privileges granted pursuant to any such Permits so as to result in a MMIS Material Adverse Effect.

Section 5.24Environmental Matters.

(A)Hazardous Material. No underground storage tanks and no amount of any substance that has been designated by any Governmental Entity or by applicable federal, state or local law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including, without limitation, PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the United States Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said laws, but excluding office and janitorial supplies (a "Hazardous Material")are present, as a result of the actions of either constituent entity of MMIS, or as a result of any actions of any third party owned or controlled by the Shareholder, in, on or under any property, including the land and the improvements, ground water and surface water thereof that the MMIS entities have at any time owned, operated, occupied or leased.

(B)Environmental Liabilities. No material action, proceeding, revocation proceeding, amendment procedure, writ or injunction is pending, and to the Knowledge of De Both and the Shareholder, no material action, proceeding, revocation proceeding, amendment procedure, writ or injunction has been threatened by any Governmental Entity against MMIS in a writing delivered to MMIS concerning any Hazardous Material. MMIS is not aware of any fact or circumstance that reasonably could be expected to involve MMIS in any environmental litigation or impose any environmental liability.

Section 5.25Insurance. MMIS has policies of insurance as set forth in Section 5.25 of the Disclosure Schedule. There is no material claim pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies. All premiums due and payable under all such policies have been paid and MMIS is otherwise in compliance in all material respects with the terms of such policies. To the Knowledge of De Both and the Shareholder, there has been no written threat of termination or material premium increase with respect to, any of such policies.

Section 5.26Certain Payments. Since the beginning of the periods covered in the Financials, to the Knowledge of the Shareholder, neither MMIS nor any of its directors, officers, managers, Affiliates or employees has given, offered, paid, promised to pay or authorized payment of any money, material gift or anything of material value, in each case with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official or employee, to any (a) governmental official or employee, (b) political party or candidate thereof, or (c) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.

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Section 5.27Warn Act. MMIS has not violated the Worker Adjustment and Retraining Notification Act, as amended (the "WARN Act"). Except as set forth in Section 5.27 of the Disclosure Schedule (which shall state the full name, job title, date of Employment Loss, and type of Employment Loss), no employee of MMIS has experienced an Employment Loss in the ninety (90) days preceding the date of this Agreement. MMIS does not presently intend to take any action that would result in an Employment Loss by any employee of MMIS between the date of this Agreement and the Closing Date. For purposes of this Section 5.27, an "employee" means any employee, including officers, managers and supervisors, but excluding employees who are employed for an average of fewer than 20 hours per week or who have been employed for fewer than six of the preceding 12 months.

Section 5.28Virchow, Krause. As of the date of this Agreement, (a) Virchow, Krause & Company, LLP ("Virchow, Krause") verbally provided De Both a fee estimate for the services provided by Virchow, Krause described in Section 7.08 of between Fifty Thousand ($50,000) and One Hundred Thousand Dollars ($100,000) and (b) to the knowledge of the Shareholder, Virchow, Krause will deliver, within sixty-five (65) days of the Closing Date, (i) the necessary financial statements of MMIS, for periods prior to the Closing Date, for any filing or filings that Bankrate and/or the Subs are required to make pursuant to Rule 3-05 of Regulation S-X and (ii) their consent to use such financial statements in any filing or filings that Bankrate and/or the Subs are required to make pursuant to Rule 3-05 of Regulation S-X.

Section 5.29Severance and Termination Pay. No director or employee of MMIS will have a right to receive any severance, golden parachute, or termination pay or similar compensation if terminated subsequent to the Closing, in excess of two (2) weeks salary and accrued bonuses, if any, set forth on the Disclosure Schedule.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BANKRATE AND SUBS

Bankrate and each of the Subs, jointly and severally, represent and warrant to the Shareholder that:

Section 6.01Organization, Standing and Power. Bankrate is duly organized, validly existing and in good standing under the laws of Florida and has full corporate power and authority to conduct its businesses as presently conducted. The Subs are duly organized, validly existing and in good standing under the laws of the State in which they were formed and have full corporate power and authority to conduct their businesses as presently conducted.

Section 6.02Subs.

(A)Subs’ Sole Purpose is to Enter into this Agreement. Since the date of its incorporation, neither Sub1 nor Sub2 has carried on any business or conducted any operations other than the execution of this Agreement, the performance of their obligations pursuant to this Agreement and matters ancillary to their obligations pursuant to this Agreement.

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(B)Subs’ Capital Stock. The authorized capital stock of each of Sub1 and Sub2 have been validly issued, are fully paid and nonassessable and are owned by Bankrate free and clear of any Lien.

Section 6.03Bankrate and the Subs have Authority to Enter Into this Agreement and Engage in the Transactions. The execution, delivery and performance by Bankrate and the Subs of this Agreement and the Ancillary Agreements, and the consummation by Bankrate and the Subs of the Transactions are: (A) within the requisite corporate powers of Bankrate and each of the Subs; (B) are not in contravention of the terms of Bankrate and each of the Subs’ organizational documents; and (C) have been duly authorized and approved by all necessary corporate action on the part of Bankrate and each of the Subs. No other proceedings on the part of Bankrate or either of the Subs are necessary to authorize the execution, delivery and performance by Bankrate and each of the Subs of this Agreement, the Ancillary Agreements, and the Transactions.

Section 6.04Bankrate and the Subs have Validly Executed and Delivered this Agreement. Bankrate and each Sub have each duly executed and delivered this Agreement, and the Ancillary Agreements to be entered into by Bankrate or either Sub pursuant to the terms of this Agreement shall have been duly and validly executed and delivered by Bankrate or each Sub, as applicable. This Agreement constitutes, and upon their execution and delivery, such Ancillary Agreements will constitute, the legal, valid and binding obligation, of Bankrate or each Sub, as applicable, enforceable against Bankrate or each Sub in accordance with their respective terms, except as such enforceability may be limited by the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

Section 6.05No Conflicts. The execution and delivery by each of Bankrate and the Subs of this Agreement, do not, and the consummation of the Transactions and compliance with the terms of this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Bankrate or any of its Subsidiaries under, any provision of (i) the charter or organizational documents of Bankrate or any of its Subsidiaries, (ii) any Material Contract to which Bankrate or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound so as to result in a Bankrate Material Adverse Effect or (iii) subject to the filings and other matters referred to in Section 6.06, any material Judgment or Law applicable to Bankrate or any of its Subsidiaries or their respective properties or assets.

Section 6.06No Governmental Entity Consents are Necessary. No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Bankrate or any Bankrate Subsidiary in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of such reports as may be required in connection with this Agreement and the Transactions, (ii) the filing of the Certificates of Merger with the Secretary of State of the applicable State(s), and (iii) such other items as are set forth in Section 6.06 of the Disclosure Schedule.

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Section 6.07Brokers. No broker, investment banker, financial adviser or other person, is entitled to any broker’s, finder’s, financial adviser’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Bankrate.

Section 6.08Free Cash. Bankrate has sufficient cash to deliver the Purchase Price to MMIS and shall not use such cash for any purposes other than to deliver the Purchase Price.

Section 6.09Employee Benefits.Bankrate will cause each employee continuing their employment with MMIS following the Closing to be provided substantially the same (or better) salary and benefits received by such employees prior to the Closing Date. In addition, to the extent applicable, Bankrate will cause such employees to receive credit for years of continuous service for purposes of eligibility and vesting under any employee benefit plans and programs (other than stock options and similar equity related compensation) that Bankrate makes available to similarly-situated employees of Bankrate

ARTICLE VII

COVENANTS RELATING TO CONDUCT OF BUSINESS; NO DISCUSSIONS WITH OTHERS;

ACCESS TO INFORMATION; AND EFFORTS TO CONSUMMATE THE

TRANSACTIONS; HIRING OF EMPLOYEES; REGULATION S-X; TRANSITION SERVICES;

TAX MATTERS

Section 7.01Conduct of Business of MMIS.

(A)Conduct of Business by MMIS. Except for matters set forth in Section 7.01(A) of the Disclosure Schedule or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement, MMIS shall conduct its business in the usual, regular and ordinary course in substantially the same manner as previously conducted and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and keep its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 7.01(A) of the Disclosure Schedule or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time or the earlier termination of this Agreement, MMIS shall not do any of the following without the prior written consent of Bankrate, not to be unreasonably withheld or delayed:

(i)(1) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of the MMIS Capital Stock (it being understood and agreed hereby beforehand that the Shareholder may cause the MMIS entities to distribute cash for the purposes of (A) making tax payments or (B) distributing excess cash not necessary for the operation of the businesses or not necessary in order to make the Equity greater than zero), (2) split, combine or reclassify any of the MMIS Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of the MMIS Capital Stock, or (3) except for repurchases or forfeitures pursuant to agreements outstanding on the date of this Agreement, purchase, redeem or otherwise acquire any shares of the MMIS Capital Stock or any other securities of MMIS or any rights, warrants or options to acquire any such stock or other securities;

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(ii)issue, deliver, sell or grant (except pursuant to agreements outstanding as of the date of this Agreement) (1) any shares of MMIS Capital Stock, (2) any Voting MMIS Debt or other voting securities, (3) any securities convertible into or exchangeable for, or any Options, warrants or rights to acquire, any such stock, Voting MMIS Debt, voting securities or convertible or exchangeable securities or (4) any Options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, “stock appreciation rights”, stock-based performance units;

(iii)amend the MMIS Certificates of Incorporation, the MMIS Bylaws or other comparable charter or organizational documents;

(iv)acquire or agree to acquire (1) by merging or consolidating with, or by purchasing a substantial equity interest in or portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (2) any assets that are material, individually or in the aggregate, to MMIS, taken as a whole;

(v)enter or agree to enter into any joint venture or other strategic business arrangement with another Person;

(vi)terminate any Material Contract, or make any change in any Material Contract, other than the renewals of Material Contracts without material adverse changes of terms;

(vii)enter into a contract other than contracts entered into in the ordinary course of business;

(viii)(1) grant to any executive officer, director, or member of MMIS any increase in compensation, (2) grant to any executive officer or manager of MMIS any increase in severance or termination pay, (3) enter into any employment, consulting, indemnification, severance or termination agreement, or any other Material Contract, with any such executive officer or manager, (4) establish, adopt, enter into or amend in any material respect any collective bargaining agreement or MMIS Benefit Plan or (5) take any action to accelerate any rights or benefits, or make any material determinations not in the ordinary course of business consistent with prior practice, under any collective bargaining agreement or MMIS Benefit Plan;

(ix)make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of MMIS, except insofar as may have been required by a change in GAAP;

(x)sell, lease (as lessor), license or otherwise dispose of or subject to any Lien any properties or assets, except sales and licenses of inventory and excess or obsolete assets in the ordinary course of business consistent with past practice, but in no event involving a sale price or value in excess of Ten Thousand Dollars ($10,000.00);

(xi)(1) incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except under existing lines of credit or for short-term borrowings incurred in the ordinary course of business consistent with past practice, or (2) make any loans, advances or capital contributions to, or investments in, any other Person;

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(xii)make or agree to make any new capital expenditure or expenditures that, individually, is in excess of Ten Thousand Dollars ($10,000.00) or, in the aggregate, are in excess of Twenty-Five Thousand Dollars ($25,000.00);

(xiii)make or change any material Tax election;

(xiv)(1) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or incurred in the ordinary course of business consistent with past practice, (2) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value or (3) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which MMIS is a party;

(xv)enter into or carry out any transaction with any Affiliate of MMIS other than transactions resulting in obligations to MMIS of less than $1,000 in the aggregate; or

(xvi)authorize any of, or commit or agree to take any of, the foregoing actions.

(B)Advise of Changes. MMIS shall promptly advise Bankrate in writing of any change or event that has or could reasonably be expected to have a MMIS Material Adverse Effect.

Section 7.02Conduct of Business of Bankrate. Bankrate shall promptly advise MMIS orally and in writing of any change or event that has or could reasonably be expected to have a Bankrate Material Adverse Effect.

Section 7.03No Discussions with Others.

(A)No Solicitation or Consideration of Third Party Offers. From the date of this Agreement until the earlier of (i) 5:00 p.m., Eastern Standard Time, on November 30, 2005 or (ii) the termination of this Agreement in accordance with its terms (the "No Discussions Period"), neither the Shareholder, MMIS, nor its officers, directors, employees, agents or advisors shall, directly or indirectly, solicit offers from, negotiate with or in any manner encourage or consider any proposal of any other Person (a "Third Party Offer") relating to the acquisition of an ownership interest in MMIS, or of the assets of the MMIS, in whole or in principal part, through purchase, merger, consolidation, share exchange or otherwise, or any other business combination involving the Company. In addition, the Shareholder and MMIS shall immediately cease any previously undertaken or ongoing activities, discussions or negotiations with any other Person with respect to any transaction of the type described in the preceding sentence.

(B)Notice to Bankrate of Third Party Offers. If the Shareholder, MMIS or its officers, directors, employees, agents or advisors receive any communication regarding any offer or proposal of the type described in Section 7.03(A) during the No Discussions Period, then the Shareholder and MMIS shall immediately notify Bankrate of the receipt of such Third Party Offer and the details of such Third Party Offer.

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Section 7.04Voting. De Both, the Shareholder and MMIS' Board agree to vote in favor of the Transactions.

Section 7.05Access to Information; Confidentiality.

(A)MMIS Shall Provide Bankrate Access to Information. MMIS shall provide to Bankrate, and its officers, employees, accountants, counsel, financial advisers and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to all their respective properties, books, contracts, commitments, personnel and records. During such period, MMIS shall furnish promptly to Bankrate all information concerning its business, properties and personnel as Bankrate may reasonably request.

(B)Disclosure of Information is Subject to the Confidentiality Agreement. All information exchanged pursuant to this Agreement shall be subject to the confidentiality agreement entered into prior to the date of this Agreement between MMIS and Bankrate (the "Confidentiality Agreement"), and De Both and the Shareholder agree to be bound by such terms of the Confidentiality Agreement to which MMIS is bound, and to be jointly and severally liable for any breach of the Confidentiality Agreement by MMIS, De Both and/or the Shareholder.

Section 7.06Commercially Reasonable Efforts; Notification.

(A)Upon the terms and subject to the conditions set forth in this Agreement, each of the parties shall take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in an expeditious manner, the Transactions, and shall take all action necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement.

(B)Without limiting the generality of Section 7.05(A), the parties to this Agreement shall:

(i)obtain all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities, make all necessary registrations and filings (including filings with Governmental Entities, if any), and take all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity;

(ii)file the Certificates of Merger with the Secretary of State of the applicable State(s) and make all other necessary filings to effectuate the Mergers;

(iii)use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from third parties;

(iv)use commercially reasonable efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and

(v)execute and deliver any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement.

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(C)MMIS shall give prompt notice to Bankrate, and Bankrate and the Subs shall give prompt notice to MMIS, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect or (ii) the failure by it to comply with or satisfy in any material respect with any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Section 7.07Restrictive Covenants.

(A)Non-competition. De Both and the Shareholder agree that for a period of two (2) years after the Closing Date, De Both and the Shareholder will not, directly or indirectly, individually or on behalf of any Person,  engage in or perform, anywhere within the United States, Canada and any other such geography in which MMIS operates (the "Territory"), any activities which are directly competitive with the business of MMIS on the Closing Date (a “Competitive Business”).  Nothing herein shall be construed to prohibit De Both and the Shareholder from acquiring shares of capital stock of any public corporation, provided that such investment does not exceed 5% of the stock of such public corporation.

(B)Non-Solicitation. De Both and the Shareholder agree that for a period of three (3) years after the Closing Date, De Both and the Shareholder will not, individually or on behalf of any Person, call upon, solicit, recruit, or assist others in calling upon, recruiting or soliciting any: (i) Person who is or was (as of the day after the Closing Date) an employee of MMIS and with whom De Both and/or the Shareholder had contact or became aware of by virtue of De Both and/or the Shareholder's relationship with MMIS, for the purpose of having such person work, directly or indirectly, in a Competitive Business; (ii) any Client (as defined below) of MMIS for the purpose of having such Client obtain services from a Competitive Business; (iii) any Person that refers business to MMIS for the purpose of having such Person refer business to a Competitive Business; or (iv) any other Person which is engaged in the business of MMIS for the purpose of assisting a Competitive Business.  For purposes of this Section 7.07, the term "Client" shall mean any Person that utilizes the services of MMIS.

Bankrate and the Subs agree and acknowledge that the hiring by the Shareholder of Chuck Smilgys and Sally Ryan and, upon the consent of Bankrate and the Subs prior to the Closing, of Salman Ansari, Erika Herz and/or Maria Zuzic shall not be deemed a breach of this Section 7.07(B). Bankrate and the Subs shall not unreasonably withhold their consent to the hiring by the Shareholder of Salman Ansari, Erika Herz and/or Maria Zuzic.

(C)Confidential Information.  De Both and the Shareholder acknowledge that as a consequence of their relationships with Bankrate, the Subs and MMIS, the Shareholder, De Both and the Shareholder have received, and may receive as a result of providing transition services and/or sharing offices following the Closing, knowledge and information concerning Bankrate's, the Subs', and/or MMIS' business, including, but not limited to, procedures, manuals, diagrams, memoranda, business methods, pricing information, plans, reports, sales information, customer information and customer lists, sales reports, marketing information, employee lists, correspondence, competitor reports, patents, trademarks, samples, designs and other information and know how (collectively, the “Confidential Information”).

(i)Non-Disclosure of Confidential Information. De Both and the Shareholder covenant and agree that, from the date of this Agreement and at all times thereafter, De Both and the Shareholder shall (i) not use any part of the Confidential Information in any manner for De Both's and/or the Shareholder's own account and (ii) hold all of the Confidential Information in the strictest confidence, not to be used, reproduced, distributed or disclosed to anyone without the prior written consent of Bankrate.

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(ii)Exemptions to Information Deemed Confidential. Notwithstanding anything the contrary in this Agreement, the term “Confidential Information” as used in this Agreement shall not include that information which: (i) is or becomes publicly available without the breach of this Agreement by De Both or the Shareholder; (ii) is subsequently disclosed to De Both and the Shareholder by a third party who is in lawful possession of the Confidential Information and is not under an obligation of confidence; (iii) is required to be disclosed by any applicable law or process, but only if De Both and the Shareholder promptly notify Bankrate of the required or requested disclosure so that Bankrate, the Sub1, Sub2 and/or MMIS may seek a protective order to prevent disclosure of the Confidential Information; (iv) is disclosed to De Both’s confidential tax, legal, estate planning or business advisors or immediate family without any intention of public disclosure or misuse of such information; or (v) is disclosed by De Both, Shareholder or MMIS for the purpose of enforcing this Agreement or defending such parties against claims made pursuant to this Agreement.

(iii)Term. The obligations of De Both and Scarlett pursuant to this Section 7.07(C) shall terminate on the three (3) year anniversary of the date of the Closing Date.

(D)Reasonableness. De Both and the Shareholder acknowledge that all of the foregoing provisions are reasonable and are necessary to protect and preserve the value of MMIS and to prevent any unfair advantage being conferred on De Both and the Shareholder. De Both and the Shareholder further acknowledge: (i) that Bankrate and/or MMIS do business throughout the United States and Canada and, therefore, specifically agree that, in order to adequately protect the value of Bankrate and MMIS, the geographic scope of the restrictions in this Section 7.07 are reasonable; and (ii) that De Both will be reasonably able to earn a living without violating the terms of this Section 7.07. If any of the covenants set forth in this Section 7.07 are held to be unreasonable, arbitrary, or against public policy, the restrictive time period set forth in this Section 7.07 will be deemed to be the longest period permissible by law under the circumstances and the Territory will be deemed to comprise the largest territory permissible by law under the circumstances. De Both and the Shareholder acknowledge and agree that the consideration to be delivered pursuant to this Agreement is sufficient by itself for the covenants of De Both and the Shareholder set forth in this Section 7.07.

Section 7.08Financial Statements Required by Regulation S-X.

(A)Bankrate, the Subs, MMIS, the Shareholder and De Both shall each use their commercially reasonable efforts to complete all matters and things which may be convenient or necessary to cause accountants selected by De Both, and reasonably acceptable to Bankrate, to deliver, within sixty-five (65) days of the Closing Date, (i) the necessary financial statements of MMIS, for periods prior to the Closing Date, for any filing or filings that Bankrate is required to make pursuant to Rule 3-05 of Regulation S-X and (ii) their consent to use such financial statements in any filing or filings that Bankrate is required to make pursuant to Rule 3-05 of Regulation S-X. Bankrate hereby consents to De Both's selection of Virchow, Krause for purposes of providing such services.

(B)Virchow, Krause shall be engaged by De Both and Bankrate shall promptly reimburse De Both for fifty percent (50%) of the amounts paid by De Both to Virchow, Krause for providing the services described in Section 7.08(A). In addition, if Bankrate is required to pay the Shareholder a break up fee in accordance with Section 10.03, then Bankrate shall also simultaneously reimburse De Both for the previously unreimbursed amounts paid by De Both to Virchow, Krause for services described in Section 7.08(A) provided prior to the effective date of such termination.

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(i)If within twelve (12) months of the payment of a break up fee in accordance with Section 10.03, De Both or MMIS consummates a change of control transaction for which the financial statements prepared by Virchow, Krause were not required but were used to support the transaction, then, upon the consummation of such transaction, De Both shall immediately refund to Bankrate the amount paid by Bankrate to De Both as reimbursement of Virchow, Krause’s services pursuant to the last sentence of the immediately preceeding paragraph.

(ii) If within twelve (12) months of the payment of a break up fee in accordance with Section 10.03, De Both or MMIS consummates a change of control transaction for which the financial statements prepared by Virchow, Krause were required, then, upon the consummation of such transaction, De Both shall immediately pay to Bankrate an amount equal to one hundred percent (100%) of the amounts paid by Bankrate to De Both for reimbursement of Vircho, Krause’s services to De Both.

(C)De Both shall notify Bankrate promptly if he has reason to believe Virchow, Krause's fees will exceed $100,000.

Section 7.09Transition Services; Office Space.

(A)Transition Services Provided by De Both.

(i)At Bankrate's request, De Both shall, for eight to ten hours per week, provide consulting services to Bankrate and MMIS as an independent contractor and be available for meetings and making introductions with customers of MMIS, assisting with transition, encouraging customers of MMIS to remain customers of MMIS following the Closing Date and such other matters as Bankrate may reasonably request. Unless otherwise mutually agreed, De Both shall not be obligated to provide such services beyond January 31, 2006. As consideration for providing such services, Bankrate and/or MMIS shall pay De Both $1,250 per week in which his services were requested by Bankrate and reimburse De Both for his reasonable business expenses incurred in connection with providing such services. Bankrate and the Subs agree and acknowledge that services provided by De Both pursuant to this Section 7.09(A) at the direction of Bankrate shall not be deemed a violation of Section 7.07. If, at the request of Bankrate, De Both is required to travel by airplane to provide consulting services to Bankrate and MMIS pursuant to this Section, then Bankrate shall provide first class airline tickets for De Both.

(ii)At the request of Bankrate, between the Closing Date and March 31, 2006, De Both and the Shareholder shall cause Chuck Smilgys, Sally Ryan and, if hired by the Shareholder Salman Ansari, Erika Herz and/or Maria Zuzic to each provide Bankrate and/or the Subs up to one full business day a week of services. Bankrate and/or the Subs shall reimburse the Shareholder for such services monthly, in increments of one hour, at a rate equal to the employee’s base salary (or wages), multiplied by 1.5.

(B)Transition Services Provided by the Subs.

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(i)At the request of the Shareholder, between the Closing Date and March 31, 2006, Bankrate and the Subs shall cause employees of Bankrate and/or the Subs that were employees of the Shareholder prior to the Closing Date to each provide the Shareholder up to one full business day a week of services. The Shareholder shall reimburse Bankrate and/or the Subs (at the direction of Bankrate) for such services monthly, in increments of one hour, at a rate equal to the employee’s base salary (or wages), multiplied by 1.5.

(C)Support Services. Between the Closing Date and March 31, 2006, the Subs shall (i) provided such action is in compliance with all applicable laws, permit De Both, Chuck Smilgys and Sally Ryan and, if hired by the Shareholder with the consent of Bankrate and the Subs prior to the Closing, Salman Ansari, Erika Herz and/or Maria Zuzic to remain on MMIS' group health plan, (ii) permit such individuals to continue to obtain cellular phones pursuant to MMIS' cellular phone plan, (iii) permit such individuals to obtain the benefit of MMIS' wireless email servers and reasonable technical support and (iv) continue to provide such other support services as reasonably agreed upon by the Subs and De Both. The Shareholder shall reimburse Bankrate and/or the Subs (at the direction of Bankrate) for such services monthly at a rate equal to (x) the actual costs of such services, or (y) if not reasonably possible to calculate such actual costs, an amount reasonably agreed upon by Subs and De Both. The Subs shall use commercially reasonable efforts to provide such services, but shall not have any liability whatsoever for failure to provide such services unless the failure to provide such services is willful. In no event shall a party be entitled to incidental, punitive, or consequential damages for the failure of Bankrate or the Subs to provide such services.

(D)Office Space; Termination of Lease.

(i)Following the Closing Date, the Subs shall permit De Both, Chuck Smilgys and Sally Ryan to use the MMIS offices used prior to the Closing Date within the offices of MMIS for the purposes set forth in this paragraph. As a condition to being permitted to use such offices, De Both, Smilgys and Ryan shall (i) use their best efforts to minimize their presence in such offices (ii) not to be present in the offices of the Subs at such times and on such days as reasonably requested by the Subs, (iii) only use such offices for the purposes of transitioning the Shareholder's business activities to other offices, providing requested consulting services to Bankrate and MMIS pursuant to Section 7.09(A)(i), preparing financial information and financial statements that are required by this Agreement to be delivered following the Closing, and otherwise working actively and reasonably to meet the obligations of De Both and Shareholder pursuant to this Agreement and (iv) shall not be disruptive to the operation of MMIS or Bankrate's exercising of control of MMIS.

(ii)Notwithstanding anything contained in this Agreement or that certain Office Lease by and between Mortgage Market Information Services, Inc. and De Both, dated December 1, 2002 (the "Lease") to the contrary, (i) Mortgage Market Information Services, Inc. shall terminate the Lease, on at least ten (10) days prior written notice, effective any time on or before March 31, 2006 and (ii) Bankrate, the Subs and MMIS shall have no liability for such early termination of the Lease.

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Section 7.10Tax Matters.

(A)Allocation of Purchase Price. Within thirty (30) days of the Closing Date, Bankrate shall provide the Shareholder with an allocation among the assets of MMIS of the Purchase Price in accordance with Section 1060 of the Internal Revenue Code and the regulations promulgated thereunder (the “Allocation”). The Shareholder shall have ten (10) days following the receipt of the Allocation to propose revisions to the Allocation, if any, with respect to amounts attributable to any tangible assets of MMIS. Bankrate may choose, in its sole discretion, to amend the Allocation in a manner consistent with such proposed revisions. Prior to the conclusion of such ten (10) day period, Shareholder shall either notify Bankrate of its approval of the then-current Allocation or of its non-approval of the then-current Allocation, in which case the amounts attributable to any tangible assets of MMIS shall be determined by binding arbitration in accordance with Section 11.16. The Allocation approved by the Shareholder, or the Allocation determined by binding arbitration, as the case may be (the “Final Allocation”), shall be conclusive and binding upon Shareholder and Bankrate for all purposes, and the parties agree that all returns and reports (including IRS Form 8594) and all financial statements shall be prepared in a manner consistent with (and the parties shall not otherwise file a Tax return position inconsistent with) the Final Allocation unless required by the Internal Revenue Service or any other applicable taxing authority. Any distribution made to the Shareholder of the Indemnification Escrow Cash (other than the portion of any payment attributable to imputed interest) shall be treated for all Tax purposes as an adjustment to the Purchase Price, and the parties shall prepare an amended Final Allocation reflecting such adjustment in a manner consistent with this Section 7.10(A).

(B)Responsibility for Taxes and Tax Returns. In the case of any real or personal property taxes or any similar ad valorem taxes attributable to the assets of MMIS for which Taxes are reported on a Tax return covering a period commencing before the Closing Date and ending thereafter (“Straddle Period Taxes”), any such Straddle Period Taxes shall be prorated between the Shareholder and Bankrate on a per diem basis. The party required by law to pay any such Straddle Period Taxes (the “Paying Party”) to the extent such payment exceeds the obligation of the Paying Party hereunder shall provide the other party (the “Non-Paying Party”) with proof of payment, and within ten (10) days of receipt of such proof of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes. The party required by law to file a Tax return with respect to Straddle Period Taxes shall do so within the time period prescribed by law.

(C)Transferred Employees. The Shareholder and Bankrate and the Subs, as applicable, shall utilize the alternate procedure set forth in Revenue Procedure 2004-53 with respect to wage withholding and reporting for any employees of MMIS hired by Bankrate and the Subs, as applicable.

(D)Cooperation. To the extent relevant to the business or assets of MMIS, each party hereto shall (i) provide the other with such assistance as may reasonably be requested in connection with the preparation of any Tax return and the conduct of any audit or other examination by any taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes and (ii) retain and provide the other with all records or other information that may be relevant to the preparation of any Tax returns, or the conduct of any audit or examination, or other proceeding relating to Taxes.

ARTICLE VIII

INDEMNIFICATION

Section 8.01Indemnification.

(A)Bankrate's Indemnification. Subject to the limitations set forth in Subsections 8.01(H) and 8.01(I), Bankrate shall indemnify and hold harmless the Shareholder, each constituent entity of MMIS and each of their respective Affiliates, directors, officers, employees, agents, attorneys, heirs, legal representatives, successors and assigns (collectively, the "MMIS Group"), against and in respect of any and all direct and indirect damages, claims, losses, liabilities and reasonable expenses (including, without limitation, legal, accounting, and other expenses), less any tax benefits or insurance proceeds attributable thereto (collectively, "Damages") suffered by the MMIS Group which may arise out of or be in respect of: (i) any breach or violation of this Agreement by Bankrate or either of the Subs; (ii) any falsity, inaccuracy or misrepresentation in any representation, warranty or covenant made by Bankrate or either of the Subs set forth in this Agreement, any Exhibit or Schedule to this Agreement or in any certificate delivered at or prior to the Closing Date by or on behalf of Bankrate or either Sub; (iii) any fraud, willful misconduct or criminal acts of Bankrate or either of the Subs (including any director, officer, employee of Bankrate or either of the Subs, or agent of any such director, officer or employee); or (iv) needing to take action enforcing this Agreement and all actions, suits, proceedings, claims and demands incident to the foregoing.

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(B)Shareholder's Indemnification. Subject to the limitations set forth in Subsections 8.01(G) and 8.01(I), De Both and the Shareholder shall indemnify and hold harmless Bankrate, the Subs, MMIS (after the Closing) and each of their respective Affiliates, directors, officers, employees, agents, attorneys, heirs, legal representatives, successors and assigns (collectively, the "Bankrate Group"), against and in respect of any and all Damages suffered by the Bankrate Group which may arise out of or be in respect of: (i) any breach or violation of this Agreement by MMIS or the Shareholder; (ii) any falsity, inaccuracy or misrepresentation in any MMIS or Shareholder representation, warranty or covenant set forth in this Agreement, any Exhibit or Schedule to this Agreement or in any certificate delivered at or prior to the Closing Date by or on behalf of MMIS, De Both and/or the Shareholder; (iii) any fraud, willful misconduct or criminal acts of MMIS (including any director, officer, employee of MMIS or agent of any such director, officer or employee) or the Shareholder; (iv) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by such person with MMIS (or any Person acting on their behalf) in connection with any of the Transactions, (v) Bankrate not receiving, within seventy-five (75) days of the Closing Date, (1) the necessary financial statements of MMIS, for periods prior to the Closing Date, for any filing or filings that Bankrate and/or the Subs are required to make pursuant to Rule 3-05 of Regulation S-X and (2) the consent of the accountants that prepared the necessary financial statements to use such financial statements in any filing or filings that Bankrate and/or the Subs are required to make pursuant to Rule 3-05 of Regulation S-X; or (vi) needing to take action enforcing this Agreement and all actions, suits, proceedings, claims and demands incident to the foregoing. Without limiting the generality of the foregoing, nothing in this Agreement is intended to provide indemnification by De Both and the Shareholder pursuant to this Agreement to any individual or entity that was an Affiliate of MMIS only prior to the Closing or individuals or entities serving only prior to the Closing as managers, officers, members, employees, agents, or attorneys of MMIS or their legal representatives, successors and assigns.

(C)Indemnified Party Shall Provide Notice of Claim(s). Upon obtaining Knowledge of facts or circumstances which may give rise to a right of indemnification, the party seeking indemnification (the "Indemnified Party") shall promptly notify each party from whom indemnity is sought pursuant to this Section 8.01 (the "Indemnifying Parties"), in writing and in reasonable detail, of such facts or circumstances which may give rise to a right of indemnification pursuant to this Agreement, the identity of any third-party claimants, a description of the claim, demand, action or proceeding, if any, out of which the Damages arise, a description of the Damages, and the amount of the Damages ("Notice of Claim"); provided, however, that no failure or delay by the Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Parties to indemnify and hold the Indemnified Party harmless except to the extent that such failure or delay materially prejudices the Indemnifying Parties' rights or their ability to defend against such complaint, action or proceeding.

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(D)Third-Party Claims. If the claim or demand set forth in the Notice of Claim relates to a claim or demand asserted by a third party (a "Third-Party Claim"):

(i)Indemnified Party May Elect that Indemnifying Parties Defend a Claim or Demand, at the Indemnifying Parties' Expense. The Indemnified Party may, but shall not be obligated to, elect and request that the Indemnifying Parties assume the defense of such claim or demand (with the full cooperation of the Indemnified Parties). If the Indemnified Party elects and requests that the Indemnifying Parties assume the defense of such claim or demand: (1) the Indemnifying Parties will assume the defense of such claim or demand, including the employment of counsel reasonably acceptable to the Indemnified Party to defend such claim or demand, (2) the Indemnifying Parties shall pay all fees, costs and disbursements in connection with the defense of such claim or demand, including attorneys fees and costs; and (3) the Indemnified Party shall have the right to participate in the defense of any such Third Party Claim at its own expense. The Indemnified Party shall make available to the Indemnifying Parties or such Indemnifying Parties' representatives all records and other materials reasonably required by them for their use in contesting any Third Party Claim and shall cooperate with the Indemnifying Parties in connection therewith.

(ii)The Indemnified Party May Defend a Claim or Demand, at the Indemnifying Parties' Expense. In the event that the Indemnified Party determines, in its sole discretion, to assume the defense of such claim or demand, or if the Indemnifying Parties fail to defend such claim or demand pursuant to Section 8.01(D)(i) in a timely manner, then such Indemnified Party may, but shall not be obligated to, defend such claim or demand and the Indemnifying Parties shall pay all actually and reasonably incurred fees, costs and disbursements in connection with the defense of such claim or demand, including attorneys fees and costs. The Indemnifying Parties shall make available to the Indemnified Party or such Indemnified Party's representatives all records and other materials reasonably required by them for their use in contesting any Third-Party Claim and shall cooperate with the Indemnified Party in connection therewith.

(iii)The Shareholder Shall Control Tax Claims for Pre-Closing Periods. Notwithstanding anything contained in this Section 8.01 to the contrary, the Shareholder shall assume the defense of any claims or demands with respect Straddle Period Taxes and any Tax claims made against MMIS (including, without limitation, the assets, business or employees of MMIS) attributable to taxable periods (or portions thereof) commencing prior to the Closing Date (“Tax Claims”). Bankrate shall have the right to participate in the defense of any such Tax Claims at its own expense. The Shareholder shall have the right, in its sole discretion, to settle any Tax Claims, provided that such settlement does not materially and adversely impact the Tax liability of MMIS for periods (or portions thereof) commencing on or after the Closing Date.

(E)Determination of Indemnification Amount. As soon as is reasonably practicable after the Date of the Notice of Claim, the Indemnified Party and the Indemnifying Parties shall endeavor to agree upon the amount, if any, to which the Indemnified Party is entitled under this Section 8.01. In the event that the Indemnifying Parties and the Indemnified Party are unable to reach agreement upon the right of the Indemnified Party to indemnification hereunder, or upon the amount of any such indemnification hereunder, either the Indemnified Party or the Indemnifying Parties may submit such dispute for resolution in accordance with Section 11.14 of this Agreement. The amount of such indemnification determined pursuant to this Subsection 8.01(E) (the "Indemnification Amount") shall be binding upon the Indemnified Party and the Indemnifying Parties.

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(F)Payment of Indemnification Amount. The Indemnifying Parties shall deliver, or shall cause the Escrow Agent to deliver, as applicable, to the Indemnified Party, an amount that is equal to the Indemnification Amount, as limited by Subsections 8.01(G) and 8.01(H) below, within ten (10) calendar days after the determination of the Indemnification Amount.

(G)Limitations to the Shareholder's Indemnity. Notwithstanding anything to the contrary set forth in this Agreement:

(i)Maximum Indemnification by De Both and the Shareholder. De Both and the Shareholder's maximum aggregate indemnification payment to all Indemnified Parties for Damages pursuant to this Article VIII shall be limited to the amount of the Indemnification Escrow Cash and shall be paid exclusively from the Indemnification Escrow Cash pursuant to this Agreement and the Escrow Agreement. Notwithstanding the foregoing, De Both and the Shareholder's maximum aggregate indemnification payment to all Indemnified Parties for Damages pursuant to this Article VIII shall not be limited to the amount of the Indemnification Escrow Cash and shall not be paid exclusively from the Indemnification Escrow Cash for any Damages directly related to or arising out of any of the following (collectively, the "Exceptional Damages"):

(1)Sections 5.03,5.04, 5.05, 5.08, 5.11, 5.12, 5.15, 5.16, 5.24, 7.05(B), 7.07, or any other regulatory matters or any breach of covenants, and representations and warranties of this Agreement specifically dealing with the Shareholder's ownership of the MMIS Capital Stock; or

(2)fraud, willful misconduct, or criminal acts of MMIS or the Shareholder.

Notwithstanding the foregoing, De Both and the Shareholder's maximum aggregate indemnification payment to all Indemnified Parties for Damages pursuant to this Article VIII for Exceptional Damages or pursuant to Section 7.05(B) hereof shall not exceed the Purchase Price.

Notwithstanding the foregoing, De Both and the Shareholder's maximum aggregate indemnification payment to all Indemnified Parties for Damages pursuant to Section 8.01(B)(v) hereof shall not exceed One Hundred Fifty Thousand Dollars ($150,000).

(ii)Minimum Damages Accrued Before Duty to Indemnify Arises. The Shareholder shall not indemnify the Bankrate Group for Damages, pursuant to this Article VIII, until the aggregate amount of Damages of the Bankrate Group for which indemnity would be payable exceeds One Hundred Seventy-Five Thousand Dollars ($175,000.00) (the "Shareholder Basket Amount"). Once the aggregate amount of Damages of the Bankrate Group exceeds the Shareholder Basket Amount, then the Shareholder shall indemnify the Bankrate Group for the amount from and after $1.00 of such Damages including, the Shareholder Basket Amount. Notwithstanding the foregoing, there shall not be a Shareholder Basket Amount for Exceptional Damages other than pursuant to Sections 5.15 and 5.24.

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(iii)Indemnification Periods. The Shareholder shall indemnify the Indemnified Party pursuant to this Article VIII for all Damages arising from claims or demands occurring within one (1) year of the Closing Date, provided that the Indemnified Party provided the Shareholder with notice of such claim or demand within one (1) year of the Closing Date; except that the Shareholder shall indemnify the Bankrate Group for Damages directly related to or arising out of Exceptional Damages for a period of five (5) years provided that the Bankrate Group provides the Shareholder with a Notice of Claim regarding such Exceptional Damages on or before the date that the applicable statute of limitations runs.

(H)Limitations to Bankrate's Indemnity. Notwithstanding anything to the contrary set forth in this Agreement:

(i)Minimum Damages Accrued Before Duty to Indemnify Arises. Bankrate shall not indemnify the Shareholder for Damages, pursuant to this Section 8.01, until the aggregate amount of Damages of the Shareholder exceeds One Hundred Seventy-Five Thousand Dollars ($175,000.00) (the "Bankrate Basket Amount"). Once the aggregate amount of Damages of the Shareholder exceeds the Bankrate Basket Amount, then Bankrate shall indemnify the Shareholder for the amount of such Damages from and after $1.00 of such Damages, including the Bankrate Basket Amount. Notwithstanding anything to the contrary herein, this Subsection 8.01(H) shall not limit or otherwise affect Bankrate’s obligation to deliver to the Shareholder the Purchase Price less the Indemnification Escrow Cash.

(ii)Maximum Indemnification by Bankrate. Bankrate's indemnification of the Shareholder for Damages pursuant to this Section 8.01 shall be limited to an amount equal to the amount of the Indemnification Escrow Cash.

(1)Indemnification Periods. Bankrate shall indemnify the Shareholder pursuant to this Section 8.01 for all Damages arising from claims or demands occurring within one (1) year of the Closing Date, provided that the Shareholder provided Bankrate with notice of such claim or demand within one (1) year of the Closing Date; except that Bankrate shall indemnify the Shareholder for Damages related to or arising out of any breach of this Agreement by Bankrate constituting fraud, willful misconduct or criminal acts for a period of five (5) years, provided that the Shareholder provides the Bankrate Group with a Notice of Claim regarding such Damages on or before the date that the applicable Statute of Limitations runs.

(I)Covenant to Limit Damages. Each Indemnified Party shall use commercially reasonable efforts to limit the amount of any Damages suffered by such party.

ARTICLE IX

CONDITIONS PRECEDENT TO CLOSING

Section 9.01Conditions to Each Party’s Obligation To Effect The Mergers. The respective obligation of each party hereto to effect the Transactions is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(A)No Injunctions or Restraints. No temporary judgment issued by any court of competent jurisdiction or other law preventing the consummation of the Mergers shall be in effect; provided, however, that prior to asserting this condition, subject to Section 9.02, each of the parties hereto shall have used all commercially reasonable efforts to prevent the entry of any such injunction or other order and to appeal as promptly as possible any such judgment that may be entered.

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Section 9.02Conditions to Obligations of Bankrate and the Subs To Effect The Mergers. The obligations of Bankrate and the Subs to effect the Transactions are further subject to the following conditions:

(A)Representations and Warranties. The representations and warranties of the Shareholder in this Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of the Shareholder in this Agreement that are not qualified as to materiality shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case the representations and warranties of the Shareholder in this Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of the Shareholder in this Agreement that are not qualified as to materiality shall be true and correct in all material respects as of such earlier date). Bankrate shall have received a certificate signed on behalf of MMIS by the Chief Executive Officer and the Chief Financial Officer of MMIS and by the Shareholder to such effect.

(B)Performance of Obligations of MMIS. MMIS shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date, and Bankrate shall have received a certificate signed on behalf of MMIS by the Chief Executive Officer and the Chief Financial Officer of MMIS and by the Shareholder to such effect.

(C)No Litigation. There shall not be pending or threatened any suit, action or proceeding by any Governmental Entity or any other Person,

(i)challenging the acquisition by Bankrate or the Subs of any shares of MMIS Capital Stock;

(ii)seeking to restrain or prohibit the consummation of the Transactions;

(iii)seeking to obtain from MMIS, Bankrate or either of the Subs any damages in relation to MMIS relating to the Transactions;

(iv)seeking to prohibit or limit the ownership or operation by MMIS, Bankrate, or any of their respective subsidiaries of any material portion of the business or assets of MMIS, Bankrate, or any Subsidiary of Bankrate of any material portion of the business or assets of MMIS, Bankrate, or any Subsidiary of Bankrate, or to compel MMIS, Bankrate, or any Subsidiary of Bankrate to dispose of or hold separate any material portion of the business or assets of MMIS, Bankrate, or any Subsidiary of Bankrate, as a result of the Mergers or any other Transaction;

(v)seeking to impose limitations on the ability of Bankrate to acquire or hold, or exercise full rights of ownership of, any MMIS Capital Stock;

(vi)seeking to prohibit Bankrate or any of its Subsidiaries from effectively controlling in any material respect the business or operations of MMIS; or

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(vii)which is reasonably likely to have a MMIS Material Adverse Effect.

(D)Absence of MMIS Material Adverse Effect. Except as disclosed in Section 9.02(D) of the Disclosure Schedule, since September 30, 2005, there shall not have been any event, change, effect or development that, individually or in the aggregate, has had a MMIS Material Adverse Effect.

(E)Resignation of MMIS Officers and Directors. Each MMIS' officers and directors shall have submitted their resignations from their position as a director or officer of MMIS.

(F)Escrow Agreement. The Shareholder, De Both and the Escrow Agent shall have executed and delivered the Escrow Agreement.

(G)Use of Financials for SEC Filings. Virchow, Krause shall have provided Bankrate reasonable assurances that it would deliver, within sixty-five (65) days of the Closing Date, (i) the necessary financial statements of MMIS, for periods prior to the Closing Date, for any filing or filings that Bankrate and/or the Subs are required to make pursuant to Rule 3-05 of Regulation S-X and (ii) its consent to use such financial statements in any filing or filings that Bankrate and/or the Subs are required to make pursuant to Rule 3-05 of Regulation S-X.

(H)Non-Competition and Non-Solicitation Agreements. The Shareholder and De Both shall have executed and delivered to Bankrate a Non-Competition, Non-Solicitation and Confidentiality Agreement in the form attached as Exhibit 9.02(H).

(I)Affiliate Transactions. Except as set forth on Section 9.02(I) of the Disclosure Schedule, all contracts, commitments, agreements, borrowings, arrangements and other transactions between MMIS and (a) an officer or director of MMIS, (b) record or beneficial owner of MMIS Capital Stock, (c) of the Shareholder, (d) other affiliate of such officers, director, beneficial owner or Shareholder shall be terminated.

(J)Options and MMIS Option Plan. MMIS shall have cancelled and terminated all Options and the Option Plans.MMIS shall have provided Bankrate with: (i) a schedule of the consideration paid to each Option holder for the cancellation and termination of such Options, and (ii) all other proof reasonably required by Bankrate of the cancellation and termination of all Option Plans, options, warrants, rights, convertible or exchangeable securities, "phantom" stock rights, "stock appreciation rights", stock-based performance units, or other rights or agreements which would entitle any Person, other than Bankrate and its Subsidiaries, to own any capital stock of the Surviving Corporations or to receive any payment in respect thereof.

(K)Financial Statements. Bankrate and, at its option, its accountants, shall have completed a reasonably satisfactory review of the financial statements and accounting procedures of MMIS and audited financial results for the last two (2) fiscal years of MMIS.

(L)Legal Opinion. The Shareholder's and De Both’s legal counsel shall have delivered to Bankrate legal opinions in forms reasonably acceptable to Bankrate.

(M)Termination of Business Loan Agreement and Commercial Security Agreement. That certain Business Loan Agreement between Mortgage Market Information Services, Inc. and West Suburban Bank dated January 15, 2004 and that certain Commercial Security Agreement between Mortgage Market Information Services, Inc. and West Suburban Bank dated January 15, 2004, shall both be terminated.

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(N)Termination of all Liens. There shall be no liens on any MMIS or any of its assets.

(O)UCC Search. MMIS and De Both shall have delivered to Bankrate a UCC lien search on MMIS dated within three (3) days of the Closing.

Section 9.03Conditions to Obligations of MMIS To Effect The Mergers. The obligation of MMIS to effect Transactions is further subject to the following conditions:

(A)Representations and Warranties. The representations and warranties of Bankrate and the Subs in this Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of Bankrate and the Subs in this Agreement that are not qualified as to materiality shall be true and correct in all material respects, as of the date of this Agreement and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case the representations and warranties of Bankrate and the Subs in this Agreement that are qualified as to materiality shall be true and correct in all respects and the representations and warranties of Bankrate and the Subs in this Agreement that are not qualified as to materiality shall be true and correct in all material respects as of such earlier date). MMIS shall have received a certificate signed on behalf of each of Bankrate, Sub1 and Sub2 by the Chief Executive Officer and the Chief Financial Officer of Bankrate, Sub1 and Sub2 to such effect.

(B)Performance of Obligations of Bankrate and the Subs. Bankrate and each Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date, and MMIS shall have received a certificate signed on behalf of each of Bankrate and each Sub by an officer of each of Bankrate and each Sub to such effect.

(C)Legal Opinion. Bankrate’s legal counsel shall have delivered to the Shareholder a legal opinion in a form reasonably acceptable to the Shareholder.

(D)Escrow Agreement. Bankrate, the Subs and the Escrow Agent shall have executed and delivered the Escrow Agreement.

Section 9.04Closing Conditions. MMIS, the Shareholder, Bankrate and each of the Subs will use commercially reasonable efforts to cause each of the conditions set forth in Article IX to be satisfied as soon as reasonably practicable.

ARTICLE X

TERMINATION

Section 10.01Termination. This Agreement may be terminated at any time prior to the Effective Time, in accordance with the terms of this Agreement:

(A)by mutual written consent of Bankrate, the Subs, MMIS and the Shareholder;

(B)by either (i) Bankrate and the Subs, on the one hand, or (ii) MMIS and the Shareholder, on the other hand, by giving written notice to the other, only upon the following conditions:

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(i)if the Mergers are not consummated on or before November 30, 2005 (the "Outside Date"), unless the failure to consummate the Mergers by the Outside Date is the result of: (1) a breach of this Agreement by the parties seeking to terminate this Agreement, or (2) a failure by the parties seeking to terminate this Agreement to use all commercially reasonable, good faith efforts to promptly cause the satisfaction of the closing conditions set forth in Article IX; or

(ii)if any Governmental Entity issues an order, decree or ruling or takes any other action permanently enjoining, restraining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable.

(C)by MMIS and the Shareholder, if Bankrate or either of the Subs breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 9.03(A) and (ii) cannot be or has not been cured within ten (10) calendar days after the giving of written notice to Bankrate and each of the Subs of such breach (provided that MMIS and the Shareholder are not then in material breach of any representation, warranty or covenant contained in this Agreement); or

(D)by Bankrate and the Subs, if MMIS or the Shareholder breaches or fails to perform in any material respect any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (1) would give rise to the failure of a condition set forth in Section 9.02(B) or 9.02(C), and (2) cannot be or has not been cured within ten (10) calendar days after the giving of written notice to MMIS of such breach (provided that Bankrate is not then in material breach of any representation, warranty or covenant contained in this Agreement).

Section 10.02Failure to Close Due to Governmental Approvals. Notwithstanding the provisions of Section 10.01, if MMIS, the Shareholder and Bankrate each agree that if all of the conditions to the parties' obligations to Close the Transactions have been satisfied or waived as of the Outside Date, other than the receipt of Government approvals set forth in Section 5.23 (the "Governmental Approvals") or the expiration or termination of the waiting period with respect to such Governmental Approvals, neither MMIS, the Shareholder or Bankrate may terminate this Agreement without first providing the other party with ten (10) calendar days' written notice of its intention to terminate. During such ten (10) day period, the parties shall each cause their counsel to confer with the other parties' counsel in an attempt to agree on the likelihood of a timely and successful resolution of all such issues relating to the applicable Governmental Approvals or waiting period. Following such ten (10) day period, neither MMIS, the Shareholder or Bankrate shall terminate this Agreement unless such party reasonably believes, based upon the likely time period necessary to resolve the applicable Governmental Approvals issues, the likelihood of successfully resolving such Governmental Approvals without conditions, obligations or agreements which adversely effect such party, and other relevant factors, that not terminating this Agreement could cause effects which are material and adverse to it in comparison to the size and nature of the Transactions.

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Section 10.03Failure to Perform; Break Up Fee.

(A)If Bankrate or either of the Subs (i) are in default of this Agreement or, (ii) on or before the date of Closing, indicate that Bankrate or either of the Subs are unable or unwilling to consummate the transactions contemplated by this Agreement after satisfaction of the conditions to Bankrate's and the Subs’ obligation to close set forth in Article IX of this Agreement, then MMIS and the Shareholder shall have the right to terminate this Agreement by written notice to Bankrate and the Subs and Bankrate and the Subs’ attorney (hereafter, the "MMIS Termination Notice"). Bankrate and the Subs shall have fifteen (15) days from the date of the MMIS Termination Notice to cure any such breach or default (hereafter the "Bankrate Cure Period"). If Bankrate and the Subs fail to cure any breach or default during the Bankrate Cure Period, then MMIS and the Shareholder shall have the right to terminate this Agreement, and Bankrate shall pay to the Shareholder an amount equal to Five Hundred Thousand Dollars ($500,000.00) as a break up fee for Bankrate and the Subs’ inability or unwillingness to consummate the transactions contemplated by this Agreement. It is the intention of the parties to this Agreement freely to make advance provision on the date of this Agreement for such event in order (a) to avoid controversy, delay and expense; and (b) to specify now a reasonable amount agreeable to both for compensation to MMIS and the Shareholder for losses which may not be readily ascertainable or quantifiable such as any of the following which might be deemed necessary to place MMIS and the Shareholder in the position MMIS and the Shareholder would have been in had Bankrate and the Subs made timely performance; loss of interest income on the proceeds; loss of optimum market time, value, and conditions; the uncertainty, delay, expense and inconvenience of finding a substitute purchaser; additional commissions, fees, taxes, and borrowing expenses to meet obligations entered into in anticipation of performance. In such event and upon MMIS's and the Shareholder's written notice of termination, MMIS shall be free of any claims or interest by Bankrate and the Subs pursuant to this Agreement.

(B)If MMIS or the Shareholder are in default of this Agreement or, on or before the date of Closing, indicate that MMIS or the Shareholder are unable or unwilling to consummate the transactions contemplated by this Agreement after satisfaction of the conditions to MMIS and the Shareholder's obligation to close set forth in Article IX of this Agreement, then Bankrate and the Subs shall have the right to terminate this Agreement by written notice to MMIS and the Shareholder and MMIS' and the Shareholder's attorney (hereafter, the “Bankrate Termination Notice”). MMIS and the Shareholder shall have fifteen (15) days from the date of the Bankrate Termination Notice to cure any such breach or default (hereafter the "MMIS Cure Period”). If MMIS and the Shareholder fail to cure any breach or default during the MMIS Cure Period, then Bankrate and the Subs shall have the right to specific performance.

Section 10.04Effect of Termination. In the event of termination of this Agreement by either MMIS or Bankrate as provided in Section 10.01, 10.03, or 10.04, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Bankrate, the Subs, MMIS or the Shareholder, other than Section 7.05(B), this Section 10.04 and Article XI, which provisions shall survive such termination, and except to the extent that such termination results from the material breach by a party of any representation, warranty or covenant set forth in this Agreement.

ARTICLE XI

GENERAL PROVISIONS

Section 11.01Notices. All notices, requests, consents, claims, demands and other communications required or permitted under this Agreement shall be in writing and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service or mailed by registered or certified mail (postage prepaid), return receipt requested, addressed to:

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(A)if to Bankrate or the Subs, to

Bankrate, Inc.

11760 U.S. Highway 1, Suite 500,

North Palm Beach, Florida 33408

Attention: C. Cotter Cunningham

with a copy to:

Gunster, Yoakley & Stewart, P.A.

777 South Flagler Dr., Suite 500 East

West Palm Beach, Florida 33401

Attention: David Bates, Esq.

(B)if to MMIS and the Shareholder, to

Jim De Both

53 E. St. Charles Rd.

Villa Park, IL 60181

with a copy to:

Wilson Sonsini Goodrich & Rosati

2795 E. Cottonwood Parkway

Suite 300

Salt Lake City, Utah  84121-6928

Attention: Mark Bonham

or to such other address as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (a) on the date delivered, if by messenger or courier service; and (b) either upon the date of receipt or refusal of delivery, if mailed.

Section 11.02Fees and Expenses. Except as provided below, all fees and expenses incurred in connection with the Transactions shall be paid by the party incurring such fees or expenses, whether or not the Transactions are consummated.

Section 11.03Interpretation. When a reference is made in this Agreement to a Section or Article, such reference shall be to a Section or Article of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Each party to this Agreement has participated in the drafting of this Agreement, which each party acknowledges and agrees is the result of extensive negotiations among the parties. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". Any matter disclosed in any Exhibit or Schedule shall be deemed disclosed only for the purposes of the specific Exhibit or Schedule of this Agreement to which such Exhibit or Schedule relates.

Section 11.04Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable.

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Section 11.05Public Announcements. Following the execution of this Agreement, Bankrate and the Shareholder shall mutually prepare and jointly issue a press release announcing the execution of this Agreement and the transactions contemplated hereby. Thereafter, except as required by law (including, without limitation, the Securities Act of 1933, as amended), prior to the Closing Date, any public statement or proposed press release pertaining to this Agreement or the Transactions shall be prepared by Bankrate, provided that any such public statement or proposed press release shall be reasonably satisfactory to the Shareholder. MMIS, the Shareholder and Bankrate will consult with each other concerning the means by which MMIS' employees, customers, and suppliers and others having dealings with MMIS will be informed of the Transactions, and Bankrate and the Subs, to the extent reasonably practicable, will have the right to be present for any such communication.

Section 11.06Transfer Taxes.

(A)All stock transfer, real estate transfer, documentary stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) incurred in connection with the Transactions which are imposed by the State of Florida ("Florida Transfer Taxes") shall be the responsibility of Bankrate, which shall cause such Florida Transfer Taxes to be paid when due. All parties shall cooperate in preparing, executing and filing any Returns with respect to such Florida Transfer Taxes.

(B)All stock transfer, real estate transfer, documentary stamp, recording and other similar Taxes (including interest, penalties and additions to any such Taxes) incurred in connection with the Transactions which are imposed by the State of Illinois ("Illinois Transfer Taxes") shall be the responsibility of Shareholder, which shall cause such Illinois Transfer Taxes to be paid when due. All parties shall cooperate in preparing, executing and filing any Returns with respect to such Illinois Transfer Taxes.

Section 11.07Shareholder Litigation. MMIS shall give Bankrate the opportunity, but Bankrate shall not be obligated, to consult on the defense or settlement of any shareholder litigation against MMIS and its directors relating to any of the Transactions.

Section 11.08Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties.

Section 11.09Amendment. The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by MMIS, the Shareholder and Bankrate and making specific reference to this Agreement.

Section 11.10Extension: Waiver. At any time prior to the Effective Time, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure or delay of any party hereto at any time to require performance by another party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power or remedy under this Agreement. Any waiver by any party of any breach of any provision of this Agreement should not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any party in any circumstance shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances.

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Section 11.11Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the parties hereto without the prior written consent of the other parties hereto, except that either of the Subs may assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to Bankrate or to any direct or indirect wholly owned Subsidiary of Bankrate, but no such assignment shall relieve such Sub of any of its obligations under this Agreement. Any purported assignment without such consent shall be void. Subject to the preceding sentences, all the terms and provisions of this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective administrators, personal representatives, legal representatives, heirs, successors and permitted assigns, whether so expressed or not.

Section 11.12No Third-Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of the parties and their respective permitted successors or assigns, and it is not the intention of the parties to confer, and this Agreement shall not confer, third-party beneficiary rights upon any other Person.

Section 11.13Specific Performance. MMIS and the Shareholder acknowledge that the business of MMIS is unique and recognize and affirm that in the event of a breach of this Agreement by MMIS or the Shareholder, money damages may be inadequate and Bankrate and the Subs may have no adequate remedy at law. Accordingly, MMIS and the Shareholder agree that Bankrate and the Subs shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and MMIS' and the Shareholder's obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive or other equitable relief.

Section 11.14Governing Law. This Agreement, the Ancillary Agreements and the Transactions shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware without regard to principles of conflicts of laws.

Section 11.15Enforcement Jurisdiction. MMIS, the Shareholder, the Subs and Bankrate agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Courts of the State of New York or any Federal court located in the State of New York, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (A) consents to submit itself to the personal jurisdiction of the Courts of the State of New York or any Federal court located in the State of New York in the event any dispute arising out of this Agreement or any Transaction, (B) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (C) agrees that it will not bring any action relating to this Agreement or any Transaction in any court other than a Court of the State of New York or any Federal court sitting in the State of New York.

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Section 11.16Arbitration.

(A)In case of a dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any dispute regarding its validity or termination; MMIS, the Shareholder, each of the Subs and Bankrate, as applicable, shall attempt in good faith to agree upon the rights of the respective parties with respect to each such claim within sixty (60) calendar days of receipt of notice of such claim. If the applicable parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by such parties.

(B)If no such agreement can be reached after good faith negotiation lasting not longer than sixty (60) calendar days after the receipt of notice of such claim, any of the applicable parties may demand binding arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration. Arbitration shall be administered by the American Arbitration Association (the "AAA") and shall be conducted by three neutral arbitrators. Within fifteen (15) calendar days prior to the commencement of arbitration, each of the Subs and Bankrate, on one hand, and MMIS or the Shareholder, on the other hand, shall each select one neutral qualified arbitrator. Within ten (10) calendar days of their appointment, the two neutral arbitrators so selected shall select the third neutral qualified arbitrator from a list of arbitrators provided by the AAA having experience in the area of mergers and acquisitions. The third arbitrator shall act as chair of the arbitration panel. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the chair of the arbitration panel and shall be governed by the Federal Rules of Civil Procedure. The decision of a majority of the three arbitrators as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. The award by the arbitrators shall be in writing, shall be signed by a majority of the arbitrators and shall include a statement of written findings of fact and conclusions regarding the reasons for the disposition of any claim.

(C)Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in New York, New York under the Commercial Arbitration Rules then in effect of the AAA. The arbitrators shall designate which party is the prevailing party in the dispute, taking into account, among other factors, the amount in dispute and the amount of the award. The non-prevailing party shall pay all costs and fees associated with the arbitration. "Costs and fees" for purposes of this subsection mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out of pocket expenses such as copying and telephone, witness fees and reasonable attorneys’ fees.

(D)By agreeing to arbitration, the parties do not intend to deprive any court with jurisdiction of its ability to issue a preliminary injunction, attachment or other form of provisional remedy in aid of the arbitration and a request of such provisional remedies by a party to a court shall not be deemed a waiver of the agreement to arbitrate.

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Section 11.17JURY WAIVER. IN ANY CIVIL ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND THE TRANSACTIONS, THE PERFORMANCE OF THIS AGREEMENT, OR THE RELATIONSHIP CREATED BY THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS AGREEMENT OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTION GOVERNED BY THIS AGREEMENT AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION.

Section 11.18Bankrate’s Right to Conduct Other Activities. MMIS and the Shareholder hereby acknowledge that Bankrate and its affiliates are considering transactions with other companies, some of which may be competitive with MMIS' business. Neither Bankrate or its affiliates or their respective directors, employees, agents, partners, officers or other representatives shall be liable for any claim arising out of, related to, or based upon (i) the investment by Bankrate in, or the acquisition by Bankrate of, any entity competitive with MMIS or (ii) actions taken by Bankrate or its affiliates or any director, employee, agent, partner, officer or other representative of Bankrate or its affiliates to assist any such competitive company or to evaluate or enter into a transaction with such competitive company.

Section 11.19Entire Agreement; No Third-Party Beneficiaries. This Agreement, taken together with its Exhibits and Schedule 1, (A) constitute the entire agreement, and supersede all prior agreements and understandings (other than the Confidentiality Agreement), both written and oral, among the parties with respect to the Mergers and other Transactions and (B) are not intended to confer upon any Person other than the parties any rights or remedies.

Bankrate, De Both, Sub1, Sub2, MMIS, and the Shareholder have duly executed this Agreement, all as of the date first written above.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement is executed by the parties hereto as of the date first written above.

BANKRATE, INC.

By: /s/ Thomas R. Evans

Name: Thomas R. Evans

Title: President and Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]

MORTGAGE MARKET INFORMATION SERVICES, INC.

By: /s/ James R. De Both

Name: James R. De Both

Title: President

INTEREST.COM, INC.

By: /s/ James R. De Both

Name: James R. De Both

Title: President

SCARLETT ENTERPRISES, LTD.

By: /s/ James R. De Both

Name: James R. De Both

Title: President

JAMES R. DE BOTH

/s/ James R. De Both

EXHIBIT 3.03(A)

PRE-CLOSING BALANCE SHEET

EXHIBIT 5.02(A)

MMIS CERTIFICATES OF INCORPORATION

EXHIBIT 5.02(B)

MMIS BYLAWS

EXHIBIT 9.02(H)

NON-COMPETITION, NON-SOLICITATION

AND CONFIDENTIALITY AGREEMENT

EX-99.1

Exhibit 99.1

www.bankrate.com

FOR IMMEDIATE RELEASE

BANKRATE, INC. ANNOUNCES CLOSING OF ACQUISITIONS

FASTFIND AND MMIS/INTEREST.COM DEALS FINALIZED TODAY

NEW YORK, N.Y. - December 1, 2005- Bankrate, Inc. (NASDAQ: RATE), announced today that it has completed the acquisition of both FastFind and MMIS/Interest.com. FastFind, an Internet lead aggregator based in San Francisco, California was purchased for $10 million in cash, subject to post-closing adjustments. MMIS/Interest.com, which publishes mortgage guides in over 300 newspapers and operates Interest.com, a Web site which publishes financial rates and information connecting consumers with lenders, was acquired for $30 million in cash, subject to post-closing adjustments. Bankrate previously announced its intention to purchase both companies on November 21, 2005. The Fastfind acquisition was signed and completed on November 30, 2005. The MMIS/Interest.com acquisition was signed and completed earlier today.

About Bankrate, Inc.

Bankrate, Inc. (Nasdaq:RATE) owns and operates Bankrate.com, a leading Internet consumer banking marketplace. Bankrate.com is a destination site of personal finance channels, including banking, investing, taxes, debt management and college finance. It is the leading aggregator of more than 300 financial products, including mortgages, credit cards, new and used auto loans, money market accounts and CDs, checking and ATM fees, home equity loans and online banking fees. Bankrate.com reviews more than 4,800 financial institutions in 575 markets in 50 states. In 2004, Bankrate.com had over 38 million unique visitors. Bankrate.com provides financial applications and information to a network of more than 75 partners, including Yahoo! (Nasdaq: YHOO), America Online (NYSE: TWX), The Wall Street Journal (NYSE: DJ) and The New York Times (NYSE: NYT). Bankrate.com's information is also distributed through more than 150 national and state publications.

About FastFind

Fastfind is a fast, free and easy online service that matches consumers looking for a financial or education product with businesses that want to sell their goods or services. After completing a short questionnaire on the FastFind Web site, consumers are connected to marketers who pay FastFind to provide them with quality leads to fuel their business. FastFind was founded in 2004 by Sean McCarthy, FastFind’s CEO, who was previously President of the lead aggregation company GetSmart.com, Eric King, FastFind’s President and CFO, who was previously an executive in the corporate development department of Providian Financial Corp. and Camelot Ventures, a Michigan-based private investment group.

About MMIS/Interest.com

MMIS is the parent company of Interest.com, an Internet finance marketplace educating and connecting consumers to quality lenders. Since its inception in 1987, MMIS has provided newspapers nationwide with mortgage features, editorial content and mortgage tools to educate and inform consumers. Now, more than 300 newspaper publications and 65 partner mortgage centers - including many of the nation’s top 10 newspapers - rely on MMIS and Interest.com as the source and publisher of financial rates and information.

- more -

Certain matters included in the discussion above may be considered to be "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of the Company and members of our management team. Such forward-looking statements include, without limitation, statements made with respect to future revenue, revenue growth, market acceptance of our products, and profitability. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include the following: our success depends on Internet advertising revenue, interest rate volatility, establishing and maintaining distribution arrangements, and increased acceptance of the Internet by consumers as a medium for obtaining financial product information; we use barter transactions which do not generate cash; our markets are highly competitive; our Web site may encounter technical problems and service interruptions; we rely on the protection of our intellectual property; we may face liability for information on our Web site; future government regulation of the Internet is uncertain and subject to change; we may be limited or restricted in the way we establish and maintain our online relationships by laws generally applicable to our business; our ownership is heavily concentrated; our success may depend on management and key employees; we may encounter difficulties with future acquisitions; our results of operations may fluctuate significantly; our stock price may be particularly volatile because of the industry we are in; and, if our common stock price drops significantly, we may be delisted from the Nasdaq National Market, which could eliminate the trading market for our common stock. These and additional important factors to be considered are set forth under "Item 1. Business - Risk Factors,'' "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations'' and in the other sections of our Annual Report on Form 10-K for the year ended December 31, 2004, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results or expectations.

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For more information contact:

Bruce J. Zanca

Senior Vice President

Chief Communications/Marketing Officer

bzanca@bankrate.com

(917) 368-8648