Exhibit 10.22


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


                This Amendment to Executive Employment
Agreement (the “Amendment”) is entered into
effective as of the 22nd day of February, 2006, by and between
INVESTools Inc. (the “Company”) and Timothy Knight (the “Executive”).


 


                WHEREAS, the Company and the Executive entered into that
certain Executive Employment Agreement dated as of January 26, 2005 (the “Original
Employment Agreement”); and


 


                WHEREAS, Section 22 of the Original
Employment Agreement permits written amendments to that Agreement; and


 


                WHEREAS, the Company and the Executive desire to amend the
Original Employment Agreement.


 


                NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


 


1.             Section 1 of the Original Employment Agreement is hereby
deleted in its entirety and replaced as follows:


 


“Employment.  The Company agrees to employ
Executive and Executive hereby accepts such employment from the Company upon the
terms and conditions set forth in this Agreement for the period beginning upon
Closing, as such term is defined in the SPA, and continuing until up to and
including December 31, 2007 (unless otherwise terminated earlier in accordance
with Section 5 hereof) (“Initial Employment Period”).  Upon the expiration of the Initial Employment
Period, this Agreement shall be automatically renewed for consecutive one-year
periods unless either party provides a notice of non-renewal for any reason at
least 30 days prior to the end of the Initial Employment Period or any
additional one-year period (the “Renewal Employment Period”) (the
Initial Employment Period and any Renewal Employment Periods shall be referred
to collectively herein as the “Employment Period”).”


 


2.             Section 4(a) of the Original Employment Agreement is
hereby deleted in its entirety and replaced as follows:


 


“Base Salary.  Upon the commencement of the
Initial Employment Period, the Company shall pay Executive a base salary at an
annual rate of $180,000.00.  Effective
February 19, 2006, the Company shall pay Executive a base salary at an
annual rate of $200,000.00.  The Company
shall pay Executive his base salary in conformity with the Company’s salary
payment practices generally applicable to other similarly situated Company
executives.  After February 19, 2006, the
Company may, in its sole discretion, 


 

















 


increase Executive’s base salary from time to time
during the remainder of the Employment Period.”


 


 


3.             Except
as otherwise amended pursuant to this Amendment, the provisions, terms and
conditions of the Original Employment Agreement shall remain in full force and
effect, and shall survive the execution of this Amendment.  If any inconsistency or conflict between the
terms of this Amendment and the Original Employment Agreement shall exist, this
Amendment shall control.


 


IN WITNESS WHEREOF, this Amendment has been executed
by the duly authorized representatives of each of the parties effective as of
the date first written above.


 


 


	
  THE COMPANY:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  	
   

  
	
  INVESTOOLS INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  
	
  Its:

  	
  Chief Administrative Officer

  	
   

  	
  TIMOTHY KNIGHT