INSWEB CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits

 Item 1.01           Entry into a Material Definitive Agreement  

On August 31, 2010, InsWeb Corporation. ("InsWeb") entered into a Stock Purchase Agreement ("Agreement") with Potrero Media Corporation ("Potrero") and the stockholders of Potrero to acquire all of the outstanding shares of capital stock of Potrero. Potrero is a performance-based marketing agency specializing in search marketing and lead generation, primarily in the health insurance industry. Potrero will be operated as a wholly-owned subsidiary of InsWeb.

Under the terms of the Agreement, InsWeb will purchase all of the shares of Potrero for $6.0 million in cash at closing and $1.5 million in cash on the one-year anniversary of closing. InsWeb also agreed to issue to the selling shareholders shares of InsWeb common stock equal to $1.5 million, with the number of shares issued determined by the average closing price for the ten days prior to signing the Agreement. The shares of stock shall be issued at the closing and shall be held in escrow for release to the selling shareholders, of Potrero following the one-year anniversary of the closing, subject to indemnity claims by InsWeb. The selling shareholders also may be entitled to receive payments in 2011, 2012, and 2013, not to exceed $1 million per year, based on achievement of annual EBITDA targets for the acquired business. The selling shareholders will operate the acquired business and report to Hussein A. Enan, InsWeb's CEO. They are eligible to participate in InsWeb Corporation's Executive Retention and Severance Plan.

Subject to customary closing conditions, the acquisition is expected to be completed in the fourth quarter of 2010. GCA Savvian Advisors provided financial advice to InsWeb's Board of Directors concerning the transaction; and Downey Brand LLP served as outside legal counsel on the transaction.

The foregoing description of the stock purchase agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

   Item 3.02           Unregistered Sales of Equity Securities  

On August 31, 2010, InsWeb Corporation. ("InsWeb") entered into a Stock Purchase Agreement ("Agreement") with Potrero Media Corporation ("Potrero") and the stockholders of Potrero to acquire all of the outstanding shares of capital stock of Potrero.

In connection with the Agreement, InsWeb also agreed to issue to the selling shareholders shares of InsWeb common stock equal to $1.5 million, with the number of shares issued determined by the average closing price for the ten days prior to signing the Agreement. The shares of stock shall be issued at the closing and shall be held in escrow for release to the selling shareholders, of Potrero following the one-year anniversary of the closing, subject to indemnity claims by InsWeb.

The foregoing description of the stock issuance element of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

No underwriters will be involved in the issuance of the shares.

   Item 8.01           Other Events  On September 1, 2010, InsWeb issued a press release announcing the acquisition of Potrero Media Corporation. A copy of the press release is attached as Exhibit 99.2.   Item 9.01           Financial Statements and Exhibits    Exhibit No. 99.1                           Stock Purchase Agreement dated August 31, 2010  Exhibit No. 99.2                           Press Release dated September 1, 2010                                                2