Exhibit10.5 PREVENTIONINSURANCE.COM, INC. c/oPARAGON CAPITAL LP 110EAST 59TH STREET,29THFL NEWYORK, NY 10022 ###-###-####

This letter confirms compliance with certain terms of the Schedule A agreement dated December 28, 2007 between Prevention Insurance.com, Inc. (the “Company” or “Prevention”), Scott Goldsmith (“Goldsmith”) and Paragon Capital LP (“Paragon”), as amended.  The consideration for the terms of this letter are covered in Schedule A and are deemed to be adequate and sufficient.

As of October 31, 2008, on the one hand, the Company assigns, conveys and transfers and, on the other hand, Goldsmith hereby accepts such assignment, conveyance and transfer of all rights, titles and obligations associated with the assets and liabilities, including but not limited to bank accounts, leases, property, permits, qualifications, customers, contracts, equipment, agreements, credit cards, payables, receivables, warranties, liens, charges, security interests, restrictions, and encumbrances belonging to or in the name of Quick Pay.  Since Quick Pay is not a separately incorporated entity and is not a subsidiary of the Company, this conveyance and transfer is in place of and in satisfaction of the Schedule A spin-off which states: “Spin-off of the shares of the Company’s subsidiary, Quick Pay, Inc. to Goldsmith.”  The assets and liabilities are assigned and conveyed by the Company and accepted and assumed by Goldsmith as is, without representation or warranty of: value, usefulness, amount or acceptability.  The Company is indemnified and exculpated by Goldsmith for any future liabilities, claims, dispute, warranties, taxes, litigation, other future expenses or costs related to Quick Pay.

To complete the accounting of this transaction, the Company will receive from Goldsmith details of Quick Pay related transactions which occurred during the period from August 1, 2008 to October 31, 2008; including but not limited to: