EXHIBIT 10.20


 


INDEMNITY
AGREEMENT


 


THIS AGREEMENT is made this       day
of                       ,
2005, between INVESTools Inc., a Delaware corporation (“Company”), and                                                  (“Indemnitee”).


 


WHEREAS,
the Company and Indemnitee desire that Indemnitee continue to serve as a
director and/or officer of the Company; and


 


WHEREAS, the Company desires and intends hereby to
provide indemnification (including advancement of expenses) against any and all
liabilities asserted against Indemnitee to the fullest extent permitted by the
General Corporation Law of the State of Delaware.


 


NOW, THEREFORE, for and in consideration of the
premises, the mutual promises hereinafter set forth, the reliance of the
Indemnitee hereon in continuing to serve the Company in [his/her] present
capacity and in undertaking to serve the Company in any additional capacity or
capacities, the Company and the Indemnitee agree as follows:


 


1.                                       Continued
Service.  Indemnitee will
continue to serve, at the will of the Company and under separate contract, if
such exists, as a director and/or an officer so long as [he/she] is duly
elected and qualified in accordance with the Bylaws of the Company or until
[he/she] tenders [his/her] resignation.


 


2.                                       Indemnification.  The Company shall indemnify Indemnitee as
follows:


 


(a)                                  The Company shall indemnify and
advance Expenses (as defined in Section 7(d)) to Indemnitee to the fullest
extent, and only to the extent, permitted by applicable law in effect on the
date of this Agreement or by any amendment thereof or other statutory
provisions expressly permitting such indemnification which is adopted after the
date hereof (but, in the case of any such amendment, only to the extent that
such amendment permits the Company to provide broader indemnification rights
than said law required or permitted the Company to provide prior to such
amendment).  The rights of Indemnitee
provided under the preceding sentence shall include, but shall not be limited
to, the rights set forth in the other paragraphs of this Section 2 or any
other Sections of this Agreement.


 


(b)                                 The Company shall indemnify
Indemnitee when [he/she] is a party or is threatened to be made a party to any
threatened, pending or completed Proceeding (other than a Proceeding by or in
the right of the Company) by reason of [his/her] Corporate Status (as defined
in Section 7(b)) against expenses, judgments, awards, penalties, fines and
amounts paid in settlements actually and reasonably incurred by [him/her] or on
[his/her] behalf in connection with such Proceeding or any claim, issue or
matter therein if [he/she] acted in good faith and in a manner [he/she]
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal Proceeding had no reasonable cause
to believe [his/her] conduct was unlawful. 
The termination of any Proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that Indemnitee (i) did not act in good faith and
in a manner which [he/she] reasonably believed to be in or not opposed to the
best interests of the Company, or (ii), with respect to any criminal
Proceeding, had reasonable cause to believe that [his/her] conduct was
unlawful.


 





















 


(c)                                  The Company shall indemnify
Indemnitee when [he/she] is a party or is threatened to be made a party to any
threatened, pending or completed Proceeding by or in the right of the Company
to procure a judgment in its favor by reason of the fact of [his/her] Corporate
Status against expenses actually and reasonably incurred by [him/her] or on
[his/her] behalf in connection with such Proceeding if [he/she] acted in good
faith and in a manner [he/she] reasonably believed to be in or not opposed to
the best interests of the Company and except that no indemnification shall be
made in respect of any claim, issue or matter as to which Indemnitee shall have
been adjudged to be liable to the Company unless and only to the extent that
the Court of Chancery of the State of Delaware or the court in which such
Proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnification for such
expenses which the Court of Chancery of the State of Delaware or such other
court shall deem proper.


 


(d)                                 Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of
[his/her] Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, [he/she] shall be indemnified against all
Expenses actually and reasonably incurred by [him/her] or on [his/her] behalf
in connection therewith.  If Indemnitee
is not wholly successful in such Proceeding but is successful on the merits or
otherwise, as to one or more but less than all claims, issues or matters in
such Proceeding, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by [him/her] or on [his/her] behalf in
connection with each successfully resolved claim, issue or matter.  For the purposes of this paragraph (d) of
this Section 2 and without limitation, the termination of any claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall
be deemed to be a successful result as to such claim, issue or matter.


 


(e)                                  In the event the indemnity
contained in paragraphs (b), (c) or (d) of this Section 2 is unavailable
or insufficient to hold Indemnitee harmless in a Proceeding described therein,
then in accordance with the non-exclusivity provisions of the Delaware General
Corporation law and the Certificate and Bylaws, and separate from and in
addition to, the indemnity provided elsewhere herein, the Company shall
contribute to Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by or on behalf of Indemnitee in
connection with such Proceeding or any claim, issue or matter therein, in such
proportion as appropriately reflects the relative benefits received by, and
fault of, the Company on the one hand and the Indemnitee on the other in the
acts, transactions or matters to which the Proceeding relates and other
equitable considerations.


 


(f)                                    The termination of any
Proceeding described in paragraphs (b), (c) or (d) of this Section 2, or
of any claim, issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not of
itself adversely affect the right of Indemnitee to indemnification or create a
presumption (i) that Indemnitee did not act in good faith and in a manner which
[he/she] reasonably believed to be in or not opposed to the best interests of
the Company or, (ii) with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that [his/her] conduct was unlawful.


 


(g)                                 Any indemnification under
paragraphs (b), (c), (d) or (e) of this Section 2 (unless ordered by a
court) shall be made by the Company only as authorized in the specific case
upon a determination (in accordance with Section 3 hereof) that
indemnification of Indemnitee is proper in the circumstances because [he/she]
has met the applicable standard of conduct set forth in paragraphs (b), (c),
(d) or (e) of this Section 2.  If
there has not been a Change in Control (as defined in Section 7(a)), such
determination shall be made (1) by a majority vote of Disinterested Directors
(as hereinafter defined), even though less than a quorum, or (2) if there are no
such directors, or if such directors so direct, in a


 


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written opinion by Independent Legal
Counsel (as defined in Section 7(f)) selected by the Company and approved
by the Indemnitee (which approval shall not be unreasonably withheld), or (3)
by the stockholders.  If there has been a
Change in Control, such determination shall be made in a written opinion by
Independent Legal Counsel selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld).  Notwithstanding the foregoing, if with regard
to paragraph (e) of this Section 2, any such determination is not
permitted by law or if a quorum of Disinterested Directors so direct, such
determination shall be made by the Chancery Court of the State of Delaware or
the court in which the Proceeding giving rise to the claim for indemnification
is brought.


 


(h)                                 Expenses incurred by Indemnitee
in defending a Proceeding shall be paid by the Company in advance of the final
disposition of such Proceeding as authorized (in accordance with Section 4
hereof) by the board of directors in the specific case upon receipt of an
undertaking by or on behalf of Indemnitee to repay such amount if it is
ultimately determined that [he/she] is not entitled to be indemnified by the
Company under this Agreement or otherwise.


 


(i)                                     The indemnification and
advancement of Expenses provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled under any
statute, bylaw, insurance policy, agreement, judicial determination, vote of
stockholders or disinterested directors or otherwise, both as to action in
[his/her] Corporate Status and as to action in another capacity while holding a
Corporate Status, and shall continue after Indemnitee has ceased to be a
director, officer, employee or agent, shall continue for so long as Indemnitee
shall be or could become subject to any possible Proceeding in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses
under this Agreement, and shall inure to the benefit of [his/her] heirs,
executors and administrators.


 


(j)                                     The Company will indemnify the
Indemnitee’s spouse to whom the Indemnitee is legally married at any time the
Indemnitee is covered under the indemnification provided in this Agreement
(even if the Indemnitee did not remain married to him or her during the entire
period of coverage) in any Proceeding, to the same extent and subject to the
same standards, limitations, obligations and conditions under which the
Indemnitee is provided indemnification herein, if the Indemnitee’s spouse (or
former spouse) becomes involved in a Proceeding solely by reason of his or her
status as the Indemnitee’s spouse, including, without limitation, in any
Proceeding that seeks damages recoverable from marital community property,
jointly-owned property or property purported to have been transferred from the
Indemnitee to his or her spouse (or former spouse). The Indemnitee’s spouse or
former spouse also may be entitled to receive advancement of expenses to the
same extent that the Indemnitee is entitled herein.  The Company may maintain insurance to cover
its obligation hereunder with respect to the Indemnitee’s spouse (or former
spouse) or set aside assets in a trust or escrow funds for that purpose.  Any spouse or former spouse of the Indemnitee
entitled to indemnification under this Section 2 is an intended third
party beneficiary of this Agreement.


 


3.                                       Determination
of Right to Indemnification.  For purposes of
making the determination in a specific case under paragraph (g) of Section 2
hereof whether to make indemnification, the board of directors, Independent
Legal Counsel, or stockholders, as the case may be (each, a “Reviewing Party”),
shall make such determination in accordance with the following procedure:


 


(a)                                  To obtain indemnification under
this Agreement, Indemnitee shall submit to the board of directors a sworn
statement of request for indemnification substantially in the form of Exhibit
1 attached hereto and made a part hereof (“Indemnification Statement”)
stating that [he/she] has met the applicable standard of conduct set forth in
paragraphs (b), (c), (d) or (e) of Section 2 hereof.  The board of directors and Indemnitee shall
then promptly establish and notify the appropriate Reviewing Party.


 


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(b)                                 Submission of the
Indemnification Statement to the board of directors shall create a rebuttable
presumption that Indemnitee is entitled to indemnification under this
Agreement.  The Reviewing Party shall, as
promptly as practicable, but in no event later than 60 days after submission of
the Indemnification Statement, specifically determine that Indemnitee is so
entitled, unless it or they shall possess sufficient evidence to rebut the
presumption that Indemnitee has met the applicable standard of conduct set
forth in paragraph (b), (c), (d) or (e) of Section 2 hereof, which
evidence shall be disclosed to Indemnitee with particularity in a written
statement signed by all persons who participated in the determination and voted
to deny indemnification.


 


(c)                                  In the event that Independent
Legal Counsel shall act as the Reviewing Party, the Independent Legal Counsel
shall be selected as provided in this Section 3(c).  If there has not been a Change in Control,
the Independent Legal Counsel shall be selected by the board of directors and
approved by the Indemnitee (which approval shall not be unreasonably withheld).  If, however, there has been a Change in
Control, the Independent Legal Counsel shall be selected by Indemnitee and
approved by the Company (which approval shall not be unreasonably
withheld).  In either case, the selecting
party shall give prompt written notice advising the non-selecting party of the
identity of the Independent Legal Counsel so selected.  The non-selecting party may, within 7 days
after receipt of such written notice, deliver an objection to the selecting
party.  Such an objection may be asserted
only on the ground that the Independent Legal Counsel so selected does not meet
the requirements of “Independent Legal Counsel” as set forth in Section 7
of this Agreement, and shall set forth with particularity the basis of such
assertion.  If a written objection is
properly made, the parties shall cooperate to select a mutually acceptable
Independent Legal Counsel.  If, within 20
days after submission by Indemnitee of an Indemnification Statement, no
Independent Legal Counsel shall have been selected, or if selected shall have
been objected to and the parties have not agreed upon a mutually acceptable
Independent Legal Counsel, in accordance with this Section 3(c), either
the Company or Indemnitee may petition the Court of Chancery of the State of
Delaware for the appointment as Independent Legal Counsel of a person selected
by such court or by such other person as such court shall designate, and the
person so appointed shall act as the Reviewing Party for purposes of under Section 3(b)
of this Agreement, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 3(c), regardless of the manner
in which such Independent Legal Counsel was selected or appointed.


 


4.                                       Authorization
of Advancement of Expenses.  For purpose of
determining whether to authorize advancement of Expenses in a specific case
pursuant to paragraph (h) of Section 2 hereof, the board of directors
shall make such determination in accordance with the following procedure:


 


(a)                                  Indemnitee may submit to the
board of directors a request for advancement of expenses substantially in the
form of Exhibit 2 attached hereto and made a part hereof (“Undertaking”),
stating that (i) [he/she] has reasonably incurred or will reasonably incur
actual expenses in defending a Proceeding, and (ii) [he/she] undertakes to
repay such amount if it is ultimately determined that [he/she] is not entitled
to be indemnified by the Company under this Agreement or otherwise;


 


(b)                                 Upon receipt of the Undertaking
the board of directors shall within 14 days authorize immediate payment of the
Expenses stated in the Undertaking.


 


5.                                       Notice and
Defense of Claims.  The Indemnitee
agrees promptly to notify the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to
indemnification or advancement of expenses covered hereunder.  Notwithstanding any other provision of this
Agreement, with respect to any such Proceeding or matter as to which the Indemnitee
notifies the Company of the commencement thereof:


 


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(a)                                  The Company will be entitled to
participate therein at its own expense.


 


(b)                                 Except as otherwise provided in
this Section 5(b), to the extent it desires, the Company, jointly with any
other indemnifying party similarly notified, shall be
entitled to assume the defense thereof, with counsel reasonably satisfactory to
the Indemnitee.  After notice from the
Company to the Indemnitee of the Company’s election to so assume the defense
thereof, the Company shall not be liable to the Indemnitee under this Agreement
for any legal or other expenses subsequently incurred by the Indemnitee in
connection with the defense thereof other than reasonable costs of
investigation or as otherwise provided below. 
The Indemnitee shall have the right to employ his or her own counsel in
such Proceeding or matter, but the fees and expenses of such counsel incurred
after notice from the Company of its assumption of the defense thereof shall be
at the expense of Indemnitee unless (i) the employment of counsel by the
Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the Company
and the Indemnitee in the conduct of the defense of such action, or (iii) the
Company shall not in fact have employed counsel to assume the defense of such
Proceeding or matter, in each of which cases the fees and expenses of counsel
shall be at the expense of the Company.  The
Company shall not be entitled to assume the defense of any Proceeding or matter
brought by or on behalf of the Company or as to which the Indemnitee shall have
made the conclusion provided for in clause (ii) above.


 


(c)                                  The Company shall not be liable
to indemnify the Indemnitee under this Agreement for any amounts paid in
settlement of any Proceeding or matter affected without its written consent.  The Company shall not settle any Proceeding or
matter in any manner that would impose any penalty or limitation on the
Indemnitee without the Indemnitee’s written consent.  Neither the Company nor the Indemnitee will
unreasonably withhold its consent to any proposed settlement.


 


(d)                                 The Indemnitee hereby agrees
that in any Proceeding in which the Indemnitee and other past or present
directors or officers of the Company (or its successor) who are entitled to
indemnification from the Company are named defendants or respondents, the
Indemnitee and such other past or present directors or officers shall
collectively select one firm of attorneys in any jurisdiction to defend all
such defendants and respondents in such Proceeding unless counsel for the
Indemnitee concludes in a reasoned opinion that there are issues which may
raise conflicts of interest between the Indemnitee and such other persons.


 


6.                                       Merger,
Consolidation or Change in Control. 
In the event that there is a Change in Control (as defined in Section 7(a)),
Indemnitee shall stand in the same position under this Agreement with respect
to the resulting, surviving or changed corporation as [he/she] would have with
respect to the Company if its separate existence had continued or if there had
been no Change in Control.


 


7.                                       Certain
Definitions.  For purposes of
this Agreement, the following definitions apply herein:


 


(a)                                  “Change in Control” shall
mean, and shall be deemed to have occurred if, on or after the date of this
Agreement, (i) any “person” (as the term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of voting securities of the Company representing
more than 50% of the Company’s outstanding voting securities or rights to
acquire such securities except for any voting securities issued or purchased
under any employee benefit plan of the Company or its subsidiaries; (ii)
or a plan of reorganization, merger, consolidation, sale of all or
substantially all of the assets of the Company or similar transaction occurs or
is effectuated in which


 


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the Company is not the resulting or surviving
entity; provided, however, that such an event listed above will be deemed to
have occurred or to have been effectuated only upon receipt of all
required regulatory approvals not including the lapse of any required waiting
periods; or (iii) the Board determines in its sole discretion that a Change in
Control has occurred.


 


(b)                                 “Corporate Status”
describes the status of a person who is or was a director, officer, agent or
fiduciary of the Company or of any other corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan or other
enterprise (including civic, non-profit or charitable organizations, whether or
not incorporated), which such person is or was serving at the request of the
Company.


 


(c)                                  “Disinterested Director”
means a director of the company who is not and was not at any time a party to
the Proceeding in respect of which indemnification is sought by Indemnitee.


 


(d)                                 “Expenses” shall include
all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, duplicating costs, printing and binding
costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend or investigating a
Proceeding.


 


(e)                                  “Fines” shall include any
excise taxes assessed on Indemnitee with respect to any employee benefit plan.


 


(f)                                    “Independent Legal Counsel”
means a law firm, or a member of a law firm, that is experienced in matters of
corporate law and neither presently is, nor in the past five years has been
retained to represent (i) the Company or Indemnitee in any matter material to
either such party or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder. 
Notwithstanding the foregoing, the term “Independent Legal Counsel”
shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.


 


(g)                                 “Proceeding” includes any
action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other proceeding whether civil,
criminal, administrative or investigative.


 


(h)                                 “serving at the request of
the Company” shall include any service at the request or with the express
or implied authorization of the Company, as a director, officer, employee or
agent of the Company which imposes duties on, or involves services by, Indemnitee
with respect to an enterprise, its participants or beneficiaries; and if
Indemnitee acted in good faith and in a manner [he/she] reasonably believed to
be in the interest of the participants and beneficiaries of such enterprise,
[he/she] shall be deemed to have acted in a manner “not opposed to the best
interests of the Company” as referred to in this Agreement.


 


8.                                       D&O
Insurance.  The Company
represents that it has purchased or currently maintains and will maintain
(except as hereinafter provided) insurance protecting its officers and
directors and certain other persons (including the Indemnitee) against certain
losses and certain expenses, arising out of actual or threatened Proceedings to
which such persons may be made or threatened to be made parties (“D&O
Insurance”).  Although there can be
no assurance as to the continuation or renewal of the D&O Insurance or that
any such D&O Insurance will provide coverage for losses to which the
Indemnitee may


 


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be exposed, the Company will use
commercially reasonable efforts, taking into consideration availability of
D&O Insurance in the marketplace, to continue D&O Insurance in effect
at current levels for the duration of Indemnitee’s service and for six (6) years
thereafter.


 


9.                                       Reliance by
Indemnitee.  The Company
expressly confirms and agrees that it has entered into this Agreement and
assumed the obligations imposed on it hereby in order to induce Indemnitee to
serve or continue to serve as a director and/or an officer of the Company, and
acknowledges that Indemnitee is relying up-on this Agreement in serving or
continuing to serve in such capacity.


 


10.                                 Indemnification
for Negligence.  TO THE EXTENT
PERMITTED BY THEN APPLICABLE LAW AND SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT, THE PARTIES HERETO RECOGNIZE AND ACKNOWLEDGE THAT THE INDEMNITEE MAY
BE INDEMNIFIED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT IN
PROCEEDINGS INVOLVING THE NEGLIGENCE OF THE INDEMNITEE.


 


11.                                 Enforcement.  The Company has entered into this Agreement
and assumed the obligations imposed on the Company hereby in order to induce
the Indemnitee to act as a director and/or an officer, as the case may be, of
the Company, and acknowledges that the Indemnitee is relying upon this Agreement
in continuing in such capacity.  In the
event the Indemnitee is required to bring any action to enforce rights or to
collect monies due under this Agreement and is successful in such action, the
Company shall reimburse the Indemnitee for all of the Indemnitee’s reasonable
attorneys’ fees and expenses in bringing and pursuing such action, and the
Indemnitee shall be entitled by or to the advancement of expenses to the full
extent contemplated by this Agreement in connection with such enforcement proceeding.  In the event that the Company shall breach
any of its obligations to the Indemnitee hereunder, including the Company’s
obligations with respect to the advancement of expenses under this Agreement,
the parties hereto agree that the Indemnitee’s remedies available at law would
not be adequate and that Indemnitee would be entitled to the remedies of
specific performance and injunctive relief to enforce such obligations of the
Company.


 


12.                                 Severability.  If any provision of this Agreement or the
application of any provision hereof to any person or circumstances is held
invalid or unenforceable, the remainder of this Agreement and the application
of such provision to other persons or circumstances shall not be affected.


 


13.                                 Governing
Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware without
regard to any conflict of law rules or principle that might refer to the laws
of another state or country.


 


14.                                 Modification;
Survival.  This Agreement
contains the entire agreement of the parties relating to the subject matter
hereof and supercedes any prior agreement regarding the subject matter
hereof.  This Agreement may be modified
only by an instrument in writing signed by both parties hereto.  The provisions of this Agreement shall
survive the termination of Indemnitee’s service as a director and/or an officer
of the Company.


 


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IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement and the Company has set its seal as of the date first
above written.


 


 


	
   

  	
  Company:

  
	
   

  	
   

  
	
   

  	
  INVESTools Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Corporate Seal)

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ LEE K BARBA

  	
   

  
	
   

  	
   

  	
  Lee K. Barba

  
	
   

  	
   

  	
  Chairman &
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Indemnitee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 


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EXHIBIT 1


 


STATEMENT OF REQUEST FOR INDEMNIFICATION


 


I,                                      ,
submit this Statement pursuant to the Indemnity Agreement (the “Agreement”)
dated                                          ,
2005, between INVESTools Inc., a Delaware corporation (“Company”), and the
undersigned.


 


1.                                       I
am requesting indemnification against Expenses (as defined in the Agreement)
and, with respect to any action not by or in the right of the Company,
judgments, fines, penalties and amounts paid in settlement, all of which have
been actually and reasonably incurred by me in connection with a certain
Proceeding (as defined in the Agreement) to which I am a party or am threatened
to be made a party by reason of the fact of my Corporate Status (as defined in
the Agreement).


 


2.                                       With
respect to all matters related to any such Proceeding, I acted in good faith
and in a manner I reasonably believed to be or not opposed to the best
interests of the Company, and, with respect to any criminal Proceeding, I had
no reason to believe that my conduct was unlawful.


 


3.                                       I
am requesting indemnification against the following liabilities:                                                                              
                                                                                                                                                        .


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  
				



 





















 


EXHIBIT 2


 


STATEMENT OF UNDERTAKING


 


I,                                      ,
submit this Statement pursuant to the Indemnity Agreement (the “Agreement”)
dated                                          ,
2005, between INVESTools Inc., a Delaware corporation (“Company”), and the
undersigned.


 


1.                                       I
am requesting advancement of certain actual Expenses (as defined in the
Agreement) which I have reasonably incurred or will reasonably incur in
defending a Proceeding.


 


2.                                       I
hereby undertake to repay this advancement of Expenses if it is ultimately
determined that I am not entitled to be indemnified by the Company.


 


3.                                       The
expenses for which advancement is requested are as follows:                                                                              
                                                                                                                                                        .


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)