1079996--3/15/2006--QUOTESMITH_COM

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{competitive, industry, competition}

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Risks Related to Our Business Our insurance brokerage business has not been profitable and may not become profitable in the future If the term life insurance industry declines, our business will suffer because 85% of our 2005 revenues were derived from the sale of term life insurance We may generate limited commission revenues because consumers can obtain free quotes and other information without purchasing insurance through our Web site We expect to continue to experience significant fluctuations in our quarterly results, which makes it difficult for investors to make reliable period-to-period comparisons and may contribute to volatility in our stock price We must further develop our brand recognition in order to remain competitive The sale of internet leads for lines of insurance other than life insurance may not generate a material amount of revenues for us If we are unable to successfully and cost effectively consolidate our call center operation, our business could be harmed If we are unable to sell our building in Colorado for a price at or above book value and within a reasonable period of time, our business could be harmed If we lose any of our key executive officers our business may suffer because we rely on their knowledge of our business If our insurance quotes are inaccurate and we must pay out cash reward guarantees, our business could be harmed The former owner of Life Quotes has a limited non-competition agreement with us. Risks Related to the Insurance Industry Our bonus commission revenues are highly unpredictable and may cause fluctuations in our operating results The insurance sales industry is intensely competitive, and if we fail to successfully compete in this industry our market share and business will be harmed Insurance companies that have appointed us as agents may cancel those appointments Our compliance with the strict regulatory environment applicable to the insurance industry is costly, and if we fail to comply with the numerous laws and regulations that govern the industry we could be subject to penalties Regulation of the sale of insurance over the Internet and other electronic commerce is unsettled, and future regulations could force us to change the way we do business or make operating our business more costly If we become subject to legal liability for the information we distribute on our Web site or communicate to our customers, our business could be harmed Risks Related to the Internet and Electronic Commerce Any failures of, or capacity constraints in, our systems or the systems of third parties on which we rely could reduce or limit visitors to our Web site and harm our ability to generate revenue Our success depends, in part, on our ability to protect our proprietary technology We may be subject to claims of infringement that may be costly to resolve and, if successful, could harm our business If we are unable to adapt to the rapid technological change in our industry, we will not remain competitive and our business will suffer Demand for our services may be reduced if we are unable to safeguard the security and privacy of our customer s information Our business assumes the continued dependability of the Internet infrastructure Risks Related to the Ownership of Our Common Stock Zions Bancorporation, together with two of our officers and directors, own a significant portion of our stock and control Quotemsith.com and their interests may not be the same as our public stockholders If Zions chooses to exercise its registration rights and sell its stock, the market price of our common stock could decrease and our ability to raise capital in the public markets may be adversely affected If our remaining goodwill becomes impaired, we will be required to write off some or all of it against earnings, which may negatively impact the price of our common stock Our common stock is currently trading at low prices, which could further reduce the liquidity of the market for, and the price of our common stock Our stock price may have wide fluctuations and Internet-related stocks have been particularly volatile Certain provisions in our charter documents and Delaware law, together with our concentration of stock ownership in a few persons, could discourage takeover attempts and lead to management entrenchment Continued terrorist attacks or war could lead to further economic instability and adversely affect our stock price, operations, and profitability.

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1079996--3/15/2006--QUOTESMITH_COM_INC