**Exhibit10.36**

 

### **LICENSEAND COLLABORATION AGREEMENT**

 

This license and collaboration Agreement (“Agreement”)is made effective as of August 1, 2002 (“Effective Date”), and entered into atProvo, Utah, USA, by and among the following parties:

(1)    OnlineInvestors Advantage Incorporated , a Utah corporation, located at 5252 NorthEdgewood Drive, Suite 325, Provo, Utah 84604 (“Online”);

(2)    Hon LeongChong, an individual, whose Singapore passport number is S0004804F and isresiding at 10G Braddel Hill #04-28, Singapore 57926 (“Chong”);

(3)    Eric LipMeng Tan, an individual, whose Singapore passport number is S1349197I and isresiding at 279 Balestier Road #07-07, Balestier Point, Singapore 329727(“Tan”) (hereinafter the individuals, Chong and Tan, are collectively calledChong & Tan”);

(4)    RejoiceEdumedia Pte. Ltd., a Singapore entity having a business address at  545 Orchard Road #09-01, Singapore 238882(“Rejoice”) ;

(5)    CappiManagement Pte. Ltd., a Singapore entity having a business address at 279Balestier Road #07-07, Balestier Point, Singapore 329727 (“Cappi”)

(6)    InvestoolsAsia Pacific Pte. Ltd., a Singapore company, having a business address of 20Kallang Avenue, Level One PICO Creative Centre, Singapore 339411 (SingaporeCo.”); and

(7)    InvestoolsHong Kong Limited, a Hong Kong company, having a business address.of 29thFloor, Wing On Centre, 111 Connaught Road Central, Hong Kong, China 766698(“Hong Kong Co.”), the Singapore Co. and the Hong Kong Co. being referred toherein individually and collectively as the “Licensees”.

 

Any or all of the above parties shall be referred toherein as “Party”.

 

**A.**                                    **WHEREAS**, Online provides in-depth consumertraining via workshops, home study, and online subscriptions in optimum use ofInternet investment and financial management tools and services; and,

 

**B.**                                    **WHEREAS**, Rejoice, Cappi, Chong & Tanhave agreed to work to expand Online’s business in the Asian marketplace,including the performance of marketing services, the distribution of the Onlinematerials and holding of previews and workshops initially in Singapore,Malaysia, Brunei and Hong Kong;

 

**C.**                                    **WHEREAS**, Rejoice, Cappi, Online and Chong& Tan have combined their resources, expertise and capital for the solepurpose of  introducing and developingthe above-mentioned Online business in the marketplace stated above; and

 

**D.**                                    **WHEREAS**, the Parties are desirous to definethe terms of the collaboration between Online, Rejoice, Cappi and Chong &Tan and to provide for a license from Online to the Licensees with the rightsand authorization necessary for it to carry out their purpose;

 

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**NOW,THEREFORE**, the Parties to this Agreement do hereby agree tothe following terms and conditions: with effect from August 1, 2002:

 

**Article 1.**

 

**CertainDefinitions**

 

**1.1**                               For the purpose of thisAgreement, the terms defined in this Article 1, shall have the meanings set outbelow. All capitalized terms not defined in this Article 1, shall have themeanings ascribed to them in other parts of this Agreement.

 

**1.2**                               **“****Agreement”**shallrefer to this License and Collaboration Agreement.

 

**1.3**                               **“Online”** shall mean Online InvestorsAdvantage, Inc., a Utah corporation, a wholly owned subsidiary of INVESTools Inc. through an intermediate parent,ZiaSun Technologies, Inc.

 

**1.4**                               **“Chong & Tan”** shall mean Hon LeongChong, an individual, and Eric Lip Meng Tan, an individual, collectively andindividually.

 

**1.5**                               **“Singapore Co.”**shall mean Investools AsiaPacific Pte. Ltd. , a Singapore company that has been formed by Online and Chong & Tan and is awholly-owned subsidiary of Online.

 

**1.6**                               **“Hong Kong Co.”**shall mean Investools HongKong Limited, a Hong Kong company that has been formed as a wholly-ownedsubsidiary of Online.

 

**1.7**                               **“Territory”**shall mean the countries ofSingapore, Malaysia, Brunei and Hong

Kong.

 

**1.8**                               **“Profits”**shall mean Revenues collectedfrom all sales of the Licensees, less all Licensees Expenses incurred by the Licensees.

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**1.9**                               **“Revenues”**shall mean all the monies earnedand collected, including VAT and Goods and Services taxes, by the Licenseesfrom the sales of Products in the Territory covered by this Agreement andoutside the Territory only with Online’s prior consent .

 

**1.10**                        **“****Accounting”**shallmean a complete record of all the financial transactions, accompanyingspreadsheets, and records and these shall be prepared and maintained by themanagement teams of the Licensees in accordance with generally acceptedaccounting principles in the United States of America.

 

**1.11**                        **“Account A”** shall mean the Citibank accounts set up in the name of each ofthe Licensees which requires at least one signatory from Online and onesignatory from Chong & Tan, as provided in Exhibit 3.7.1 attached to thisAgreement, before any monies can be transferred out of this account.

 

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**1.12**                        **“Account B”**shall mean the Citibank accounts set up in thename of each of the Licensees to which any two signatories from either Onlineand/or Chong & Tan, as provided in Exhibit 3.7.2 attached to thisAgreement, may sign for any banking transaction.

 

**1.13**                        **“Licensees’ Expenses”**shall mean allexpenses incurred by each **of** the Licensees, including but not limitedto the Licensees’ salaries and staff related expenses, all travel andtransportation expenses, office rental, office equipment and fixturemaintenance, amortization and depreciation charges, telecommunication expenses,utilities charges and auditing/accounting expenses, and marketing andfulfillment costs and all payments to Online, such as license fees, paymentsfor preview speakers, closers, workshop instructors and hosts, and payments foraccess to Online’s website for customers, clients and participants, payments tocall centers, advertising/media companies, hotel and materials expenses, alltaxes, including value added taxes, and goods and services taxes, fees, dutiesand other charges incurred by the Licensees.

 

**1.14**                     **“Workshop”**shall mean the one (1) or two(2) day online investing workshops given by on-site instructors for the purposeof providing training in online research and analysis of corporate stocks andpublic stock markets including six-months free Online Website Access.

 

**1.15**                        **“Public Workshop”**shall mean a Workshopthat is marketed and provided to the general public with the assistance ofOnline, is conducted by an instructor, usually provided by Online (“PublicInstructor”) and always includes a free preview meeting (“Preview”) conductedby a speaker provided by Online (“Speaker”).

 

**1.16**                        **Private****Workshop”**shall mean a Workshop that is marketed andprovided  solely by Licensees to thepublic or other groups and is conducted by an instructor certified by Onlinebut furnished by Licensees (“Private Instructor”).

 

**1.17**                        **“Home Study Program”** shall mean a one dayor two-day home study program for the purpose of providing training in onlineresearch and analysis of corporate stocks and public stock markets involving:(1) the following materials: a set of VCD, workbooks and other publicationsproviding a self-study investing course, and (2) six-month free Online WebsiteAccess, for which customers pay a set price established by Online.

 

**1.18**                        “**Products**”shall mean all Workshops and Home Study Programs, as defined herein, as well asother investment and financial management tools and services, that may beprovided by Online in the future to be included under the provisions of thisAgreement, in the sole discretion of Online.

 

**1.19**                        **“Shareholders”**shall mean the owners ofshares of the Licensees, as stated in paragraph 3.3.2.

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**1.20**                        **“Online Website Access”**shall mean accessby subscription to Online’s website provided for customers to use to researchand analyze stocks and the stock markets.

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**1.21**                        “**Online’s****Business”**shall mean themarketing, sale and presentation of Online’s Workshops and Home Study Materialsand the providing of Online Website Access, as well as other investment andfinancial management tools and services, that may be provided by Online in thefuture to be sold in connection with this Agreement.

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**1.22**                        “**Licensees’****Business”** shall mean the businessof facilitating the growth and development of Online’s Business in theTerritory.

 

**1.23**                        **“Masters”**shall mean the Master Advertising Materials, MasterParticipant Materials and Master Home Study Materials, all as described inSection 5.

 

**1.24**                        **“Trademarks”**shall mean the trademarks, domain names and tradenames “INVESTools.”, “Investortoolbox” and/or “Online Investors Advantage,”alone or with other words.  “Trademarks”shall also include any Online rights to use trademarks of others collaboratingwith Online in Co-brand Marketing of the Products, as described in Paragraph4.1.6, including but not limited to any trademarks used in Co-brand Marketingwith Business Week and CNBC.

 

**1.25**                        **“Intellectual Property”**shall mean all of Online’sintellectual property associated with this Agreement, including but not limitedto the (1)Trademarks, (2) copyrights and concepts embodied in the Masters, (3)all intellectual property included in the Online Website Access, (4) allsoftware, records, data and information regarding the business, customers,operations and planning of the Licensees, including but not limited toidentification, sales and lead information regarding customers and potentialcustomers.

 

**1.26**                        **“Rejoice” **shall mean aSingapore entity established by Chong having a name and address given on thesignature page below.

 

**1.27**                        **“Cappi” **shall mean aSingapore entity established by Tan having a name and address given on thesignature page below.

 

### **Article2.**

 

### **Formationof Licensees and Subsidiaries**

 

**2.1**                               **Name and Documentation of the Licensees.**  The name of the Singapore Co. is InvestoolsAsia Pacific Pte. Ltd., a Singapore company.   The name of the Hong Kong Co. is Investools Hong Kong Limited   Copies of the original formation documentsfor the Licensees as filed, and papers documenting any and all subsequentmodifications of the Licensees (the “Licensee Papers”)  have been provided by Chong & Tan to Online.  Chong & Tan hereby represent and warrant

 

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that said Licensee Papers provided to Online arecomplete and accurate in all respects.

 

**2.2**                               **Purposes of Licensees.**  The purposes of the Licensees are:

 

2.2.1                        To providea mechanism to enable Online and Chong & Tan to pool their resources,expertise and capital to conduct the Licensees’ Business in the Territory.

 

2.2.2                        To obtainthe licenses and authorizations herein from Online to conduct the Licensees’Business in the Territory according to its stated Purpose.

 

**2.3**                               **Ownership****Interest, Subsidiaries.**

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### **2.3.1**                        The ownership of each of the Licensees is 100% owned byOnline.  The Parties understand that theprevious ownership of the Singapore Co. has been 75% to Online and 25% to Chong& Tan together, and the previous ownership of the Hong Kong Co. has been100% owned by the Singapore Co. Online shall reimburse Chong & Tan,together in compensation for their previous ownership in Licensees, thefollowing, to be divided between Chong & Tan as they decide, (1) TwentyFive Thousand and Two Singapore Dollars (S$25,002.00) and (2) Seventy Thousand(70,000) shares in INVESTools Inc..  Allcorporate documents of Licensees shall be immediately modified and any otherlegal action shall be taken, at the sole discretion of Online, to effect achange in ownership, whereby the Licensees are each a wholly-owned subsidiaryof Online.

 

2.3.2                        TheParties agree that additional companies subsidiary to Online (“Subsidiaries”)may be established, revised and/or dissolved within the Territory, only with aprior written Board resolution, as described herein.  Each Subsidiary shall be wholly-owned by Online and shall sign anaddendum making it subject to all of the provisions of this Agreement as  a Licensee.

 

2.4                                 **Exclusive****Relationship, No Circumvention**.

 

2.4.1                        It isexpressly acknowledged and agreed to by the Parties that all opportunities inthe Territory to provide business in the nature of the Licensees’ Business asdescribed above, that comes to the attention of, has been identified by and/orhas been reviewed by either Online, the Licensees, Rejoice, Cappi or Chong& Tan, individually or collectively, shall be referred to the Licensees andshall be included in this Agreement.  Assuch, notwithstanding the nature of the opportunity, or the entity and/orindividuals who actually discover the opportunity, the Parties shall berequired to pursue the opportunity only through the Licensees.

 

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2.4.2                        In noevent, shall any of the Parties attempt to circumvent a relationship betweenthe Licensees and a customer or client (“Customer Relationship”), whether forthe purpose of personal gain, to convert the Customer Relationship to apersonal relationship with the customer or client, or to provide the CustomerRelationship to another person or entity.

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### **2.4.3**                        Pursuant to Article 6.4 the Licensees, Rejoice, Cappiand/or Chong & Tan agree that they shall not, individually or collectively,establish or operate a business or entity that is competitive with or conductsthe same or similar business to the Licensees’ Business, in or outside of theTerritory.

 

**Article3.**

 

**Structureand Operation of the Licensees**

 

**3.1**                            **Governance of the Licensees**

 

3.1.1                        Chong & Tan are responsiblefor the role of resident executive director.

 

3.1.2                        Thecomposition of each of the Licensees’ Board of Directors (the “Board”) shallinitially be comprised of three (3) members, also referred to as Directors, andis to be filled as follows:

 

3.1.2.1               Online shall fillTwo (2) seats, including the positions of the Chairman and the Secretary of theBoard.

 

3.1.2.2               Chong & Tan shall decide which ofthem will fill only One (1) director seat on the Board. The person not selectedto fill said one director seat shall be appointed as an alternate director toact for the selected director and to attend meetings and vote only in theabsence of the selected director.  Thealternate director shall not have any additional voting powers or rights,except in place of and in substitution for the selected director for whom he isappointed as alternative director.  Analternative director shall ipso facto vacate office if the director for whom heis appointed as alternate director vacates office as a member of theBoard.  Chong and Tan shall not representthat both of them are full directors of the Licensees in any corporate orgovernment document and shall not both serve on the Board at any time or bothvote as directors on any matter.  Chong& Tan shall ensure that the Register of Directors of the Licenseesidentifies that the person selected as alternate director is clearly designatedas such, with no powers as a director, except as indicated herein.

 

3.1.2.3               The Online Board Directors for bothLicensees are or will be Paul Helbling as Chairman and Secretary of the Boardand David McCoy as Board member.  TheBoard Director for Chong & Tan with respect to the Licensees is Hon LeongChong, with Eric Tan acting as an

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alternate director. The Parties agree to immediately process all documents and pass allBoard resolutions necessary to establish this Board structure.

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**3.2**                               **Authority of the Board of Directors**:

 

3.2.1                        The Board of The Licenseesshall oversee the disbursement of the Profits of The Licensees.

 

3.2.2                        The Boardof The Licensees shall evaluate the performance of all officers, managementteam and other personnel of the Licensees and shall make all final decisionsregarding the employment, duties and compensation thereof.

 

3.2.3                        Voting.  Each member of a Licensee’s Board shall haveone (1) vote.  A Board meeting may beinitiated by any Board member directing a request to the Board Secretary, whoshall establish the time, place and agenda of the meeting.  All Board resolutions shall be approved by atwo-thirds (2/3) vote of those present at the meeting of which at least two (2)must be Online Directors.  The Boardmeeting may be attended by each Board member being present in person, bytelephone, or via an approved circular resolution.  All Board resolutions shall be approved with at least two OnlineDirectors’ signatures, one of which shall be that of the Chairman.  The Secretary shall prepare all resolutions,minutes and other documentation of the Board and maintain a record thereof.

 

**3.3**                               **Funding and Ownership. ** The Licenseeshave been funded initially, as follows:

 

3.3.1                        Initial Capital:

 

3.3.1.1               Online’s cumulativeinitial capital contribution for the Licensees has been a total of Seventy-FiveThousand Singapore Dollars (S $75,000.00) in cash.

 

3.3.1.2               Chong & Tan’scumulative initial capital contribution for the Licensees has been a total ofTwenty-Five Thousand and Two Singapore Dollars (S$25,002.00) in cash.

 

3.3.2                      RevisedCapital: Online hereby reimburses Chong & Tan for their initial capital contributionby paying them together the payments provided in Paragraph 2.3.1.

 

3.3.3                        ShareholderOwnership of the Licensees - Online owns One Hundred percent (100%) of theshares of capital stock in the Licensees.

 

**3.4**                               **Management Team.**

 

3.4.1                        Themanagement team for each of the Licensees consists of Chong & Tan, whoshall report to the Board, and shall be employed to oversee the

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business operations of the Licensees. Hon Leong Chongis currently serving as the President of each of the Licensees, and Eric Tan iscurrently serving as the Executive Vice President of each of the Licensees.

 

3.4.2                        The totalcompensation for these positions to Chong & Tan individually for all theirwork and responsibilities with respect to both of the Licensees together shallbe paid out of the Licensees’ Expenses, and shall be determined according tothe payment components described in the attached *Exhibit 3.4.2*, incorporated herein.  Commissions on Revenues shall be payablewithin fifteen (15) days of the receipt of such Revenues by the Licensees.

 

3.4.3                        Chong& Tan understand and agree that they shall fully comply with Online’scorporate policy (“Corporate Policy”), as explained and provided to Chong &Tan by Online from time to time. Corporate Policy, as a minimum, shall includethe requirement that none of the following actions shall be taken without theprior approval of the Board: (1) hiring or termination of any senior executivesof the Licensees, on a level such as the chief executive officer and the chieffinancial officer, (2) compensation and/or benefit revisions of any employee,and (3) entering into and/ or executing any contracts or agreements affectingthe Licensees, other than individual contracts for the purchase of Products, orcontracts associated with securing the necessary facilities and resources forWorkshops.  All hiring and terminationof any employee, and the adjustment of compensation and/or benefits shall beonly be done in accordance with the Annual and Monthly Budgets. Failure tocomply with Corporate Policy shall be grounds for immediate termination.

 

**3.5**                               **Staffing and Use of Online Personnel.**  Licensees shall provide for its personneland staff as follows:

 

3.5.1                        No seniorexecutive employee shall be hired or terminated by the Licensees, including butnot limited to the chief financial officer and the chief executiveofficer,  without the prior approval andresolution of the Board.

 

3.5.2                        Licenseesshall be responsible for its own staffing needs, including employees andindependent contractors (“Staff”). However, all Preview Speakers and Workshop Instructors must be approvedand authorized solely and exclusively by Online. Online shall provide theLicensees with Preview Speakers and Workshop Instructors, at its standardrates.  The Licensees shall pay Onlinefor all travel, lodging and other per diem expenses incurred by the Speakersand Workshop Instructors.

 

3.5.3                        Onlineshall assist the Licensees in the development of a telemarketing center for theTerritory when and to the extent that such is approved by each of the Boards ofLicensees.

 

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3.5.4                        Licenseesshall comply fully with all local governmental laws and regulations regardingits Staff.  Licensees shall utilizeappropriate contracts with its Staff that are consistent with and carry out the terms of this Agreement.

 

**3.6**                               **Disbursement of Profits.**

 

3.6.1                        At anytime that Disbursements from Profits (“Disbursements”) are made, theLicensees  shall each maintain inAccounts A and B together a minimum amount of funds for use as working capital(“Working Capital”) in the amount of at least US$215,000 (“Working CapitalMinimum”).  No Disbursements shall bemade by the Licensees from Account A that would reduce the Working Capitalbelow the Working Capital Minimum.  Theamount of the Working Capital Minimum may be adjusted by the Board, in its solediscretion.

 

3.6.2                        TheLicensees shall make all Disbursements from each of its Profits directly toonly Online, Rejoice and Cappi (collectively “Disbursement Parties”).  All Disbursements to the DisbursementParties shall be made on the following basis: 75% of Disbursements to Onlineand 12.5% each to Rejoice and Cappi (“Disbursement Rights”).  AllDisbursements shall be subject to appropriate withholding taxes required inSingapore. Each of the Licensees shall make Disbursement to the DisbursementParties from time to time, as the Board of the relevant Licensee deemsnecessary.  In any event, at the end ofeach Fiscal Year, the Board shall distribute any Profits in Account A up to amaximum of the Profits less the Working Capital requirement and the MonthlyBudget for the month of January of the next year.  For the avoidance of doubt, the Disbursement Parties shall continueto have their respective interests in the Distribution Rights on the balance ofProfits that are not distributed.

 

3.6.3                        AllDisbursements shall be made only by a resolution of the Board.  Profits that are not distributed by theBoard shall be used to maintain the Working Capital and to developinfrastructure, investment, research and development and other items andmatters for the Licensees, only as approved by the Board.  The Board shall have sole discretion indetermining Disbursements to be distributed.

 

**3.7**                               **Banking. **Two**bank** accounts shall be establishedin the name of each of the Licensees and both shall be maintained at Citibankor other bank selected by the Board.

 

3.7.1                        The Firstaccount shall be the account into which all Revenues received by the Licenseesare deposited, defined above as “Account A”. All Revenues received by the Licensees from the sale of Products or fromany other source or activity shall be deposited directly into Account A.  This Account A shall only be accessed withauthorization of two (2)

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individuals, wherein at least one (1) individual mustbe a representative of Online and one (1) individual must be either Chong orTan. For a list of authorized signatories for both entities on Account A see *Exhibit 3.7.1*.

 

3.7.2                        The Secondaccount, defined above as “Account B,” shall be operated by any two (2)authorized signatories from Online and the Licensees, Money shall betransferred at the end of each month or from time to time only with the priorapproval of Online from Account A to Account B. A list of authorized signaturesfor Account B is provided in *Exhibit 3.7.2*

 

3.7.3                        All checksdrawn on the Account B in excess of Ten Thousand United States Dollars (US$10,000.00) must also be signed by an authorized representative of both theLicensees and Online. Multiple checks shall not be drawn for the sametransaction.

 

3.7.4                        TheLicensees shall provide detailed monthly statements of both accounts, AccountA  and Account B, to Online at the endof each month in its Monthly Report, described below.

 

3.7.5                         TheLicensees’ funds in Account B shall only be disbursed by the Licensees to coveractual expenses as they are incurred. Any excess funds in Account B shall be reported in the Monthly Reportand shall be maintained in Account B or, upon the direction of the Board,transferred to Account A.

 

3.7.6                        Any andall Subsidiaries shall have both Accounts A and B (“Subsidiary Accounts”) whichshall be subject to the same provisions as those applying to the accounts forthe  Licensees herein, except that theSubsidiary accounts shall be in the name of the Subsidiary.  Signatories for each Subsidiary Account mustcomply with all local requirements including residency requirements and must beapproved in advance by both Licensees and Online.

 

**3.8   Budget.**

 

3.8.1                        TheManagement Team of each of the Licensees shall develop, and submit to the Boardfor approval, an annual budget and statement of use of funds necessary to payfor that Licensee’s Expenses (“Annual Budget”).  The Annual Budget for the next Fiscal Year shall be submitted tothe Board no later than one month before the end of the current Fiscal Year. Inaddition, Monthly Forecasts shall be submitted to Online by the Licensees, asset forth below.

 

3.8.2                         The fiscal year for theLicensees shall be January 1 through December 31 of each calendar year (“FiscalYear”).

 

3.8.3                        By the 20thday of each month, the Licensees shall each produce for Online a forecast ofits estimated expenses for the next upcoming month

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(“Monthly Forecast”). The Monthly Forecast shall include two separate components: (1) aforecast of all overhead expenses expected for the next month, and (2) aforecast of all expected expenditures for Revenue generating activity for thenext month.

 

3.8.4                        Onlineshall review this Monthly Forecast and deposit money from the Account A intothe Account B for the Monthly Forecast, to the extent that Account A funds areavailable after maintaining the Working Capital.  Online may request the Board to review and approve or revise anyMonthly Forecast before depositing money in Account B to cover the MonthlyForecast.

 

3.8.5                        Noexpenditures or liabilities exceeding the Monthly Forecast shall be made in thename or on the credit of the Licensees unless such expenses are for unforeseenand/or emergency needs (“Unexpected Expenses”).  In any event the expenditures for Unexpected Expenses shall notexceed One Thousand Singapore  Dollars(S $1,000.00) per month, without the prior express written consent of Online.Expenditures for Unexpected Expenses shall come first from any residual fundsin Account B from prior payments from Account A.  In the event that there are not sufficient funds in Account B forthe Unexpected Expenses, emergency payment for said funds may be made fromAccount A in the sole unanimous discretion of the required signatories forAccount A.

 

3.8.6                        TheLicensees and Chong & Tan have submitted a budget to Online for theRemainder of Fiscal Year 2002 (“2002 Budget”). This Agreement contemplates that the 2002 Budget will reflect theexpected activities and expenses of Licensees for the remainder of 2002,subject to approval and/or revision by Online. The 2002 Budget shall not absolve Licensees from submitting MonthlyForecasts to Online, which shall begin with the month of August 2002.

 

**3.9**                               **Modification. **Exceptas provided herein, all departures or changes from the Annual Budget andMonthly Forecasts shall require the prior written approval of Online.

 

**3.10**                        **Accounting. **TheManagement Team of the Licensees shall be responsible for the management andfinancial affairs of the Licensees, in accordance with the following:

 

3.10.1                  At all timesduring the continuance of the Agreement, accurate books of account shall bemaintained in accordance with generally accepted accounting procedures in theUSA, in which all matters relating to this Agreement shall be entered. Thebooks of account shall be open to examination by Online or its agent uponreasonable notice and copies of the same may be taken by Online or its agent.

 

3.10.2                  A completeaccounting of the operation of the Licensees shall be rendered in a writtenmonthly report (“Monthly Report”) as of the close

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of business each calendar month to each Party heretowithin ten (10) days after the close of each month utilizing generally acceptedaccounting procedures in the United States of America.

 

**3.11 **                  **Transition Provisions**

 

3.11.1                  The Partiesacknowledge that a prior agreement between Online and Chong & Tan, namelythe prior Joint Venture Agreement previously effective on September 27, 2001,was terminated by a notice letter from Online to Chong & Tan, effectiveAugust 1, 2002 (“Prior Agreement”). Although the Effective Date of the present Agreement is August 1, 2002,Licensees and possibly Chong & Tan will have incurred expenses anddisbursed payments (“Transition Expenditures”) during the period between August1, 2002 and the date that this agreement is signed by Online given below(“Online Signature Date”).  The Partiesagree that no Transition Expenses shall be included as a part of Licensees’Expenses under this Agreement, except to the extent that those TransitionExpenses, if any, are approved in writing by Online. .

 

3.11.2                  The Partiesagree that, as part of the conclusion of the prior Joint Venture Agreement, theLicensees and Chong & Tan shall provide to Online, to its satisfaction, theinformation and documents listed in *Exhibit3.11.2,*attached hereto.

 

**Article4.**

 

**LicensingProvisions**

 

**4.1.**                            **LicenseGrant.**

 

4.1.1                        License toMarket.  Subject to the terms andconditions of this Agreement, Online grants to the each of the Licensees anontransferable, exclusive license solely to market the Products to persons andentities in the Territory and only using materials produced from Mastersprovided by Online, as described herein. This license does not give the Licensees any ownership in the IntellectualProperty or any right to sublicense any of the rights and licenses grantedherein, including the right to market the Workshops and Home Study Program orto provide any training or presenting of the Workshops.

 

4.1.2                        TrademarkLicense.  Online grants to each of theLicensees a limited license to use the Trademarks only in accordance with theterms of this Agreement.  Each use ofthe Trademarks must be approved in writing by Online prior to use.  This license does not give the Licensees anyrights in the Trademarks other than explicitly stated herein.

 

4.1.3                        LicenseTerm.  The term of the license grantedhereunder shall commence on the Effective Date of this Agreement given on thesignature page and shall continue until terminated according the

 

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provisions herein. At the termination of thisAgreement for whatever reason, all licenses granted herein shall immediatelycease.

 

4.1.4                        Territory.  The Territory covered by this Agreement isas defined above.  The Partiescontemplate the possibility of including additional Asian countries to theTerritory.  The Parties may expand,change or reduce the Territory only by a written addendum to this Agreement.

 

4.1.5                        LicenseScope.  The above licenses extend toProducts marketed by Licensees under the above Trademarks, including Productsthat may be co-branded with other parties collaborating with Online, includingbut not limited to Business Week and CNBC (“Co-brand Marketing”), and that aremarketed by the Licensees, at the sole discretion of Online.  In the event that Online involves Licenseesin Co-brand marketing, Licensees shall adhere to all restrictions andrequirements of the Co-brand Marketing collaborators with Online.  The scope of the licenses granted hereindoes not extend to Products that are marketed by entities other than Licenseeswith or without collaboration with Online and/or  with or without other goods and services, at the sole discretionof Online.

 

4.1.6                        LicenseFee.   Licensees shall each pay alicense fee, net of withholding tax, if any, to Online (“License Fee”) for thelicenses to the Intellectual Property granted hereunder, the followingpayments: (1) for the sale of each Public Workshop – US$75.00, and(2) for the sale of each Home Study Program - $US25.00.  All License Fee payments shall be mademonthly from Licensees to Online within ten (10) days after the end of eachmonth and shall be accounted for in each Monthly Report, described herein.

 

**4.2**                               **License Restrictions**

 

4.2.1                        NoTransfer of Rights.   The Licenseesshall not enter into any agreements or relationships that would transfer to anythird party any rights in the Workshops or related materials.

 

4.2.2                        RestrictedUse.   The Licensees shall not do anyact or thing inconsistent with this License, including presentation of theWorkshops  without the prior writtenauthorization of Online.  The Licenseesshall not modify, translate, copy or transfer to any third party any Onlinemarketing materials or any other Online materials without the prior writtenconsent of Online.

 

4.2.3                        Use ofThird Party Materials.  This Agreementdoes not license the Licensees to market or use any materials not specificallyprovided by Online.

 

4.2.4                        No ProductRe-creation.  Except to make copies ofMasters, as provided herein, none of the Licensees, Rejoice, Cappi or Chong& Tan shall duplicate, disassemble, reverse engineer or otherwise attemptto re-create

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any of the Products or any materials, items, softwareor tools provided, managed or specified by Online, including but not limited towebsites associated with Online, such as WallStreetCity and all InvestorToolboxwebsites, as well as manuals, videos and other materials used in thepresentation of the Workshops or Home Study Programs.

 

**Article5.**

 

**Marketingof Workshops and Home Study Programs**

 

**5.1.**                            **Marketingand Marketing Support.**

 

5.1.1                        ImplementationPlan.  The Licensees shall each provideOnline with an implementation plan and guidelines for marketing the Products toin the Territory (“Implementation Plan”), including but not limited toadvertising, marketing, sales, collections, organization strategy, andstaffing.   Such Implementation Planshall be updated by the Licensees and reviewed and approved by Online annuallyno later than each anniversary of the Effective Date to maintain this Agreementin effect.

 

5.1.2                        Marketingand Sales of Products.  The Licenseesshall market all Products in the manner determined by Online.  The Licensees shall market all training forthe Workshops at a per person charge, which includes materials, presenter fees,facilities, overhead and profit.  In allmarketing, The Licensees shall charge the prices for the Products providedherein, which are subject to change by Online from time to time, at Online’ssole discretion.  In the event ofuncertainty regarding Online’s prices, the Licensees shall consult with Onlineto obtain those prices prior to making an offer to a potential customer.  The Licensees shall process all invoicing toand collections from customers.

 

5.1.3                        TheLicensees shall book all sessions for the Public Workshops*,* and notify Online inwriting at least two (2) months in advance in order to allow sufficient timefor pre-course materials and scheduling of the Public Instructors and Speakers.

 

5.1.4                        Advertising.   The Licensees shall advertise the Workshopsonly to potential Participants in the Territory.   Online shall provide masters for all advertising and marketingmaterials and documents (“Master Advertising Materials”).  The Licensees shall use only advertising andmarketing materials and documents that have been copied from the MasterAdvertising Materials.  Neither Rejoice,Cappi, Chong & Tan nor Licensees shall revise, modify, delete or translate,in whole or in part, any portion of the Master Advertising Materials withoutthe written authorization of Online. Advertising and marketing via the internet shall be conducted only asstated in Paragraph 5.1.6.

 

5.1.5                        Pricing.  Online shall establish and revise the priceand charges for the Products from time to time, in its sole discretion.  The current prices as

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of the Effective Date for the Products (“ProductPrices”) is (1) one-day Workshop – US$1,995.00to $2,495.00, (2) two-day Workshop – US$2,495.00 to $2,995.00, and (3)Home Study Program - one-day materials US$995.00 to $1,495.00, and (4) HomeStudy Program - two-day materials US$1.495.00 to $1,995.00.  Licensees may state the Product Prices inequivalent local currency, at the prevailing rate of exchange, but all sales ofthe Product shall be made in U.S. Dollars. In the event that value added taxes and goods and services taxes arerequired, they shall be added to the above stated Product Prices to calculatethe final sales prices of the Products.

 

5.1.6                        InternetAdvertising and Marketing.  Online shallprovide all designing, hosting and maintenance of websites and internetadvertising and marketing of the Products, including any websites and webpagesused for advertising and marketing of the Products in the Territory and emailmarketing activities (collectively “Online’s Internet Activity”).  Licensees shall not establish or maintain aseparate website for advertising or marketing the Products. Licensees maypropose content that would be specific for internet advertising and marketingin the Territory, and Online may post such content on appropriate websites orwebpages, in its sole discretion.  Anydomain name that has been registered by Licensees, Rejoice, Cappi or Chong& Tan may only be used in connection with the advertising or marketing ofthe Products with the approval of Online and only under license from Onlineduring the time that this Agreement is in effect.  Upon request from Online, and in no event later than thetermination of this Agreement, any domain name that includes part or all of anyTrademark and that is registered by Licensees, Rejoice, Cappi or Chong &Tan shall be transferred to Online or its nominee.

 

5.1.7                        Online’sSystems Activity.  All systems,including computers, software and databases, used by Licensees in the operationof its business in the Territory (“Licensees Systems”) shall be provided byeach of the Licensees at its own expense. Licensees shall first obtain Online’s approval before purchasing suchLicensees Systems in order to coordinate with Online’s systems.  As part of Online’s activities inestablishing and maintaining the systems for Online and all of its affiliates(“Online’s Systems Activities”), Online shall assist Licensees in setting upand operating its Licensees Systems to expedite and facilitate theestablishment and operation of Licensees Systems and to effectively coordinatewith Online systems.

 

5.1.8                        Per-unitReimbursement.  Each of the Licenseesshall reimburse Online for that portion of the Online Internet Activities andOnline’s System Activities, recited in Paragraphs 5.1.6 and 5.1.7, that affectsthat Licensee and enables it to effectively carry out Licensees’ Business inthe Territory  by making a per-unitreimbursement payment to Online (“Per-unit Reimbursement”) as follows: (1) forthe sale of each Public Workshop – US$220.00, and (2) for the sale ofeach Home Study

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Program - $US75.00. All Per-unit Reimbursement payments, net of withholding taxes, if any, shall be made monthly fromLicensees to Online within ten (10) days after the end of each month and shallbe accounted for in each Monthly Report, described herein. Per-unitReimbursement payments to Online may be made in whatever manner is required byOnline, including by electronic bank transfer to Online’s designated bankaccount.

 

**5.2**                               **Training**

 

5.2.1                        ParticipantMaterials.  Online shall provide mastersof all materials needed by the participants for the Workshops (“Master ParticipantMaterials”).  Licensees shall reproduceand prepare all participant materials (“Participant Materials”) only from theMaster Participant Materials.  AllParticipant Materials shall be provided to Participants of the Workshops at noadditional charge. Neither Rejoice, Cappi, Chong & Tan nor Licensees shallrevise, modify, delete or translate, in whole or in part, any portion of theMaster Participant Materials without the written authorization of Online.  All Participant Materials shall include an appropriatecopyright notice stating that the copyrights in the Participant Materialsbelong to Online’s parent company, INVESTools Inc.

 

5.2.2                        Facilitiesand Scheduling. Licensees shall be responsible for the scheduling and paymentfor all facilities and equipment needed for the Workshops.

 

5.2.3                        ParticipantInformation.  As a minimum, inconnection with each Workshop, the Licensees shall notify Online of thefollowing information:  (a) Participantorganization name and location of Workshop, (b) proposed date of the Workshop,(c) number of Participants, (d) number of Participants who are managers andnon-managers, (e) contact person to receive pre-work materials and ParticipantMaterials, and (g) contact person for overall account management.

 

5.2.4                        Public Workshopand Preview Presentations.  Online shallprovide and coordinate the presentation, speaking and instruction of alltraining to Participants in the Previews and Public Workshops and shall selectall Speakers and Public Instructors therefore. Online shall invoice  the Licensees for all its costs inconnection with such Workshops, including travel, lodging and meals, for theSpeakers and Public Instructors at Online’s prevailing rate. Payment on allinvoices shall be due thirty (30) days after the date of Online’s invoice.

 

5.2.5                        PrivateWorkshop Presentations.  Licensees shallbe responsible for the training and instruction of all Private Workshops.  Licensees shall use only Private Instructorsthat have received training and certification in writing (“Certification”) byOnline for instructing Private Workshops. Online reserves the right, at its sole discretion, to revoke theCertification

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of any Private Instructor and/or to require moretraining for any Private Instructor before the Private Instructor can providefurther instruction.  As of the date ofthis Agreement, those who have received Certification by Online are:  Michael Woo.

 

5.2.6                        CombinedParticipant Training.   In PrivateWorkshops, the Licensees may provide training for Participants with respect toprivate Workshops in combined program sessions which draw Participants fromseveral corporations, associations or other such entities.

 

**5.3**                               **Home Study Program**

 

5.3.1                        Licenseesshall prepare all home study materials (“Home Study Materials”) for the HomeStudy Program solely from masters provided by Online for that purpose (“MasterHome Study Materials”).  NeitherRejoice, Cappi, Chong & Tan nor Licensees shall revise, modify, delete ortranslate, in whole or in part, any portion of the Master Home Study Materialswithout the written authorization of Online. All Home Study Materials shall include an appropriate copyright noticestating that the copyrights in the Participant Materials belong to Online’sparent company, INVESTools Inc.

 

5.3.2                        Licenseesshall market the Home Study Program only in accordance with the approval ofOnline in all aspects, including but not limited to market channels, prices andmarketing approaches.

 

5.3.3                        Home StudyProgram may also be ordered from Online at its prevailing international prices,including shipping, customs and duties.

 

**5.4**                               **Online Website Access.**  As part of the Workshop benefits, Licenseesshall provide six-month free Online Website Access to all purchasers of theWorkshops or Home Study Program. Thereafter, a charge for continued Website Access shall be made directlyby Online and shall be paid directly to Online by each subscriber.  No charges for Online Website Access shallbe included in the Revenues hereunder.

 

**Article6.**

 

**IntellectualProperty and Related Matters**

 

**6.1 **                         **Intellectual Property Ownership**.

 

6.1.1                        AllIntellectual Property, as defined herein, and all documents and materialsembodying said Intellectual Property are owned exclusively by Online.  Nothing herein gives Licensees, Rejoice,Cappi or Chong & Tan any rights in the Intellectual Property, except forthe explicit licenses recited herein.

 

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6.1.2                        Onlineshall also own any improvements, modifications, updates, additions,translations, culturalizations and other derivative works developed from theIntellectual Property (collectively “Derivative Works”), whether developed byOnline, Licensees, Rejoice, Cappi, Chong & Tan or by any third partydeveloper, including an employee or contractor working therefor.  The Parties agree to obtain a contractualagreement with any such third party developer assigning the rights to anyDerivative Work on which the third party developer works.

 

6.1.3                        The Licensees,Rejoice, Cappi and Chong & Tan acknowledge that the goodwill and ownershipin the Intellectual Property and Derivative Works, including the Trademarks,belong to Online and that any use of the Trademarks by Licensees, Rejoice,Cappi or by Chong & Tan shall be solely for the benefit of Online.

 

**6.2 **                         **Names, Trademarks and Trade Indicia**.  During the term of this Agreement, theLicensees, Rejoice, Cappi and/or Chong & Tan shall not use any trademarks,trade names or other trade indicia of Online, including the Trademarks definedherein, except with the written authorization of Online and only asspecifically authorized in this Agreement. The term “Investools” in the corporate and trade names of the Licenseesmay only be used with the approval of Online and in a manner stipulated byOnline.  Upon termination of thisAgreement for whatever reason, the Licensees, Rejoice, Cappi and Chong &Tan each agree and covenant that they shall immediately remove all uses of“Investools” and any other trademarks, trade names and other trade indicia ofOnline, including the Trademarks defined herein, from the Licensees’ materials,advertising, letterhead, business cards, signage, websites, company names,trade names and any other usage.

 

**6.3**                               **Confidential Information.**

 

6.3.1                        TheParties possess certain confidential information regarding their respectivebusiness affairs, plans or activities (“Information”).  Said Information includes, but is notlimited to, trade secrets, proprietary information, business strategies, shareholdernames, customer names, marketing plans, supplier names, costs, applications,specifications, software, formulas, plans, designs, and manufacturingprocedures. All documents containing such Information that are disclosedpursuant to this Agreement shall be marked as confidential to the extent suchis required for the provisions of this Section 6 to be enforceable in eachjurisdiction of the Territory.

 

6.3.2                        During theterm of this Agreement, each Party agrees to disclose this Information to theother Party as the Party deems necessary in its sole discretion for the solepurpose of performance under this Agreement. The Parties agree to utilize such Information only for the purposesdescribed herein, and to otherwise hold such Information confidential pursuantto the terms of this Agreement and subject to the following conditions:

 

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6.3.3                        TheParties shall hold all Information in trust and confidence and agree it shallbe used only for the contemplated purpose of this Agreement given herein andshall not be used for any other purpose or disclosed to any other third party.

 

6.3.4                        Theobligations of non-disclosure and non-use shall be in effect from the date ofdisclosure of the Information until the Information becomes public knowledge ina manner other than by some act of a Party that does not own the Information.

 

6.3.5                        It isunderstood the foregoing obligations of confidentiality and non-use shall notapply to any Information known by the Parties prior to disclosure under thisAgreement, generally known to the public as may be required by law to bedisclosed or become public knowledge through no fault of the Parties, ordisclosed to the Parties by a third party having a legal right to make suchdisclosure.

 

**6.4**                               **Non-compete and Non-solicitation,**  As a condition to entering into thisAgreement, Rejoice, Cappi, Chong and Tan each agree that, for a period of two(2) years following the termination of this Agreement, they shall not,individually or collectively:  (1)compete with or engage in a business that is competitive with any of theLicensees’ Business or Online’s Business in the Territory or any of themarketplaces where the Licensee and/or Online provide their Products or conductbusiness, (2) directly or indirectly solicit for employment of or a contractualarrangement with any of Licensees’ or Online’s employees or contractors, or (3)use of any Licensees’ or Online’s lists of customers, vendors, or clients inany business in the Territory.  At the requestof Online, Chong & Tan and Rejoice, Cappi agree to each execute a separateagreement with Online incorporating the provisions of this Paragraph.

 

**6.5**                               **Conduct and Compliance With Law.**

 

6.5.1                        During the term of thisAgreement, no Party shall:

 

6.5.1.1               Do any act or deedwith the intention of harming the business operations of the other Party or forthe purpose of taking a business opportunity from the Licensees.

 

6.5.1.2               Do any act contraryto any provision in this Agreement, except with the prior express writtenapproval of the other Party.

 

6.5.1.3               Do any act thatwould make it impossible to carry on the intended purpose of this Agreement.

 

6.5.1                        Licensees,Rejoice, Cappi and Chong & Tan shall comply with all laws, rules andregulations of all governmental entities in the Territory in carrying out theterms and provisions of this Agreement. Any breach of this provision shall be a material breach that may resultin termination of this Agreement, at Online’s option.

 

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### **Article7.**

### ** **

### **Rightof Transfer**

 

**7.1**                               **Transfers/Sales of Online’s Ownership of Licensees.**

 

7.1.1                        Anytransfer or sale of part or all of any rights or interests in this Agreement,including but not limited to Online’s ownership interest in each of theLicensees by Online to any other entity or person may be made at Online’s solediscretion.

 

7.1.2                        In theevent of said transfer or sale, Licensees, Rejoice, Cappi and Chong & Tanshall continue with business as usual, subject to any changes determined byresolution of the Board.

 

7.1.3                        In theevent of said transfer or sale, the assign of any or all of the ownershipinterest in the Licensees shall have the same rights and obligations as Onlinewould have under this Agreement.

 

**7.2**                               **Transfer/Assignment of Chong &Tan’s DisbursementRights. **Rejoice, Cappiand/or Chong & Tan shall not transfer or assign any right or interest theyhave under this Agreement, including but not limited to their DisbursementRights, without the prior written approval of Online.

 

### **Article8.**

### ** **

### **Terminationor Winding up of Agreement**

 

**8.1**                            **Termination.**  This Agreement shall commence on execution of **this** Agreement and shall continue until thefirst of any of the following events occur:

 

8.1.1                        A reviewof each of the Licensees’ operations by Online, in consultation with Chong& Tan, will be held periodically at Online’s discretion to review theviability of each of the Licensees under this Agreement.  It will be at the sole discretion of Onlineto decide at this review if the Agreement is viable and/or profitable.  Should Online decide the Agreement not to beviable and/or profitable it may terminate the Agreement with respect to one ormore of the Licensees at this point.

 

8.1.2                      Terminationon Occurrence of Stated Events:  ThisAgreement will terminate automatically for each Licensee on the occurrence ofany of the following events:

 

8.1.2.1               A two thirds (2/3)vote of that Licensee’ Board.

 

8.1.2.2               A material changein either Party’s ability to perform under this Agreement for a period ofForty-Five (45) consecutive days,

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however if this inability to perform is due to medicalreasons then Ninety (90) consecutive days.

 

8.1.2.3               Dissolution,termination of existence, insolvency, business failure, appointment of areceiver, assignment for the benefit of creditors, or the commencement of anyproceeding under any bankruptcy or insolvency law by or against either Party tothis Agreement.

 

8.1.2.4               Termination byOnline pursuant to paragraph 8.1.1

 

8.1.3                        Terminationfor Default:  If any Party defaults inthe performance of this Agreement or materially breaches any of its provisions,the non-breaching Party may terminate this Agreement by giving writtennotification to the breaching Party.  Saidnotice of termination shall be effective immediately on receipt of notice bythe breaching Party, one (1) day after sending the notice by facsimile, or five(5) days after sending the notice by U.S. mail in accordance with thisAgreement, whichever occurs first.  TheParty in default shall have Thirty (30) days after the notice of termination iseffective to cure the default.  If thedefault is not cured within said Thirty (30) days, this Agreement shallautomatically terminate.  For thepurposes of this paragraph, material breach of this Agreement includes, but isnot limited to, the following:

 

8.1.3.1               Any Party’smaterial breach of any representation or agreement contained in this Agreement.

 

8.1.3.2               Any voluntary orinvoluntary assignment or transfer by Rejoice, Cappi,   Chong & Tan of its Disbursement Rights, without the consentof Online.

 

8.1.3.3               Any breach of theAgreement resulting in immediate harm to Online, including but not limited tothe provisions in Sections 2.4, 4.2, 6 and 7.2.

 

8.1.4                        EitherParty may immediately terminate this Agreement by notice to the other Party, inthe event that the other Party is in breach of any of the provisions of Article6.

 

8.1.5                        Mutual Termination.  The Parties may, at any time, mutually agreeto terminate this Agreement.

 

8.1.6                        Thetermination of this Agreement shall automatically result in the termination ofany Sublicense Agreements, as well as the automatic termination of any othercontractual relationships of Licensee with any parties regarding the subjectmatter of this Agreement.

 

**8.2**  **Winding Up**.  Upon termination of this Agreement, thefollowing shall take immediate effect:

### ** **

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### **8.2.1**                        All contracts entered into by Licensees before termination that have not been fulfilled at thetime of termination shall be, at the option of Online, (1) terminated with arefund to the customer, (2) assigned to Online or its nominee, or (3) performedby Licensees under Online’s supervision.

 

8.2.2                        AllRevenues from contracts performed by Licensees as provided in in Paragraph8.2.1 shall be deposited in Account A for disposition according to theprovisions of the Agreement.

 

8.2.3                        All moniesdue to be paid to Online by Licensees under the terms of the Agreement prior totermination shall immediately become due and payable to Online.

 

8.2.4                        Terminationof this Agreement shall not require the payment to Licensees, Rejoice, Cappi orto Chong & Tan of any funds, monies, equity or amounts other than asspecifically provided herein.

 

### **8.2.5**                        The activities of the Licensees and its Subsidiaries shallbe wound up as quickly as   reasonablypossible, all debts, liabilities and obligations shall be promptly paid.  Thereafter, any excess funds shall beproratably distributed as follows: Seventy-five percent (75%)  to Online and twelve point five percent(12.5%) each to Rejoice and Cappi.

### ** **

### **8.2.6**                        All Masters provided by Online, including but not limitedto the Master Advertising Materials, Master Participant Materials and MasterHome Study Materials, described in Section 5 herein, shall be returned toOnline, together with all copies of the same in the possession or under thecontrol of the Licensees, Rejoice, Cappi and/or Chong & Tan.  All property and documents containingInformation that were provided by each Party shall be returned to said Party.

### ** **

### **8.2.7**                        Licensees, Rejoice, Cappi and Chong & Tan shall ceaseusing all of the Intellectual Property of Online, including but not limited toits Trademarks, copyrights in the Masters, Confidential Information, andrelated subject matter.

 

### **8.2.8**                        Online agrees to indemnify Rejoice, Cappi or Chong &Tan against any and all debts, liabilities, obligations and legal actionsagainst the Licensees should the Agreement be terminated because of breach byOnline or by Online under Paragraph 8.1.1 and not due to any fault of Rejoice,Cappi or Chong & Tan.

 

**8.3    Final Accounting.**  Upon termination, Licensees, Rejoice, Cappiand Chong & Tan shall, within thirty (30) days of the date of termination,provide Online with a final written report, accounting of the status ofLicensees, including but not limited to the following:

 
|   | (1) | all revenue, expenses and payments for the current  Fiscal Year, |
|--------|-----|------------------------------------------------------------------|

 

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|   | (2) | all outstanding accounts receivable and payable,                                                                                                                                           |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (3) | all tangible and intangible property,                                                                                                                                                      |
|   | (4) | current funds and other liquid assets on hand,                                                                                                                                             |
|   | (5) | a list of the employees working for the Singapore  and Subsidiary entities, their salaries and any employment-related contractual  obligations, including copies of the relevant contracts |
|   | (6) | a list of all contractual obligations with vendors  and suppliers                                                                                                                          |
|   | (7) | a list of all contractual obligations with customers  and clients, including copies of the relevant contracts                                                                              |
|   | (8) | any litigation or claims, threatened or actual                                                                                                                                             |
|   | (9) | a list of the names and addresses of all vendors,  suppliers, customers and clients of Licensees                                                                                           |

 

### **Article9.**

### ** **

### **Indemnification**

 

**9.1**                               **Online Indemnification**.  Online agrees to: (a) defend Chong& Tan, Rejoice, Cappi and/or the Licensees, and each of their officers,directors, shareholders, and employees (each the “9.1 Indemnified Party”), jointly and severally, against any andall suits, actions, claims, or proceedings, (collectively, the “9.1 Claims”) brought against any 9.1Indemnified Party by any customer, governmental authority or other third partyin any jurisdiction of the Territory and arising out of any action or inactionby Online that (1) breaches, violates or is otherwise inconsistent with anypart of this Agreement, (2) is a wrongful act, whether intentional ornegligent, or (3) is a violation of federal, state or local laws orregulations; and (b) hold harmless and indemnify any 9.1 Indemnified Partyfrom any and all liabilities, losses, damages, and expenses (including withoutlimitation all legal and expert fees and expenses and all cost ofinvestigation) suffered or incurred by any 9.1 Indemnified Party in connectionwith said 9.1 Claim.

 

**9.2**                               **Chong & Tan, Rejoice and Cappi.**  Chong & Tan, Rejoice and Cappi jointlyand separately agree to: (a) defend Online and/or the Licensees, and eachof their officers, directors, shareholders, and employees (each the “9.2 Indemnified Party”), jointly andseverally, against any and all suits, actions, claims, or proceedings,(collectively, the **“**9.2Claims”) brought against any 9.2 Indemnified Party by any customer,governmental authority or other third party in any jurisdiction of theTerritory and arising out of any action or inaction by any of Chong & Tan,Rejoice or Cappi that (1) breaches, violates or is otherwise inconsistent withany part of this Agreement, (2) is a wrongful act, whether intentional ornegligent, or (3) is a violation of federal, state or local laws orregulations; and (b) hold harmless and indemnify any 9.2 Indemnified Partyfrom any and all liabilities, losses, damages, and expenses (including withoutlimitation all legal and expert fees and expenses and all cost ofinvestigation) suffered or incurred by any 9.2 Indemnified Party in connectionwith said 9.2 Claim. Excepted from 9.2 Claims are all actions of Chong and/orTan that are rightfully within the scope of their employment by Licensees.  The combined indemnification obligations ofChong & Tan, and/or Ensett, as described in this

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Paragraph, shall be limited to US Two Hundred andFifty Thousand Dollars (US$250,000.00).

 

**9.3**                               **Licensees.** Licensees jointly and separately agree to: (a) defend Online and/orRejoice, Cappi, or Chong & Tan and each of their officers, directors,shareholders, and employees (each the “9.3Indemnified Party”), jointly and severally, against any and all suits,actions, claims, or proceedings, (collectively, the “9.3 Claims”) brought against any 9.3 Indemnified Party by anycustomer, governmental authority or other third party in any jurisdiction ofthe Territory and arising out of any action or inaction by the Licensees that(1) breaches, violates or is otherwise inconsistent with any part of thisAgreement, (2) is a wrongful act, whether intentional or negligent, or (3) is aviolation of federal, state or local laws or regulations; and (b) holdharmless and indemnify any 9.3 Indemnified Party from any and all liabilities,losses, damages, and expenses (including without limitation all legal andexpert fees and expenses and all cost of investigation) suffered or incurred byany 9.3 Indemnified Party in connection with said 9.3 Claim.

 

### **Article10.**

### ** **

### **GeneralProvisions**

 

**10.1**                        **Relationship of the Parties.. **This Agreement does notconstitute any Party as the agent or legal representative of the other Partyfor any purpose whatsoever.  No Party isgranted any express or implied right or authority by any other Party to assumeor to create any obligation or responsibility on behalf of, or in the name of,the other Party, or to bind the other Party in any manner or thing whatsoever.

 

**10.2**                        **Notice of Claims. **If during the term of this Agreement, any Initial Party shallhave reason to believe there may be a claim against itself or the other InitialParty in respect of any transaction growing out of this Agreement, it shallnotify the other Initial Party in writing within thirty (30) days after itknows, or has reason to know, of any such claim.  Failure to give the notice prescribed above shall relieve theother Initial Party that is not notified from any and all liability on any suchclaim in respect to any transaction growing out of this Agreement.  The provisions of this section shall survivethe termination of any other provisions of this Agreement.

 

**10.3**                        **Law.** This Agreement shall be governed by and construed in accordance with thelaws of the country where legal proceedings are brought, as provided inParagraph 10.7,  without regard toconflict of laws provisions.

 

**10.4**                        **Attorneys’** Fees.  If this Agreement gives rise to a lawsuit or other legalproceeding between any of the Parties hereto, the prevailing Party shall beentitled to recover court costs, necessary disbursements (including withoutlimitation expert witnesses’ fees) and reasonable attorneys’ fees, in additionto any other relief such Party may be entitled.  This provision shall be construed as applicable to the entirecontract.

 

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**10.5**                        **Injunctive Relief. **The Parties hereby agree the subject matter of this Agreementis unique, unusual and extraordinary in nature such that it has a peculiarvalue, the loss of which cannot be reasonably or adequately compensated indamages in an action at Law.  Each  Party, therefore, expressly agrees that theother  Party, in addition to any otherrights or remedies which the other Party may possess, shall be entitled to injunctive and other equitable reliefto prevent or remedy a breach of this Agreement by a Party.

 

**10.6**                        **Binding on Heirs.**  This Agreement shall be binding on and shall inure to the benefitof the heirs, executors, administrators, successors, and assigns of theParties.

 

**10.7**                        **Jurisdiction/Venue. **If any dispute arises out of this Agreement, it is agreedthat jurisdiction and venue for any legal proceedings brought by Licensees,Rejoice, Cappi and/or Chong or Tan against Online shall lie exclusively in acompetent court in the County of Salt Lake, Utah, U.S.A.  Jurisdiction and venue for any legalproceedings brought by Online against Licensees, Chong, Tan, Rejoice and/orCappi shall lie exclusively in the courts of Singapore and/or Hong Kong, atOnline’s sole option.  Licensees,Rejoice, Cappi and Chong & Tan irrevocably submit to the non-exclusivejurisdiction and venue of the courts of Singapore or Hong Kong. The existenceof legal proceedings between the Parties in one or more jurisdictions shall notpreclude the undertaking of legal proceedings in any other jurisdiction,whether concurrent or not.

 

**10.8**                        **Entire Agreement/Modification. **This Agreement supersedes any andall other agreements, either oral or in writing, between the Parties **hereto** with respect to the subject matterhereof, and no other agreement, statement, or promise relating to the subjectmatter of this Agreement that is not contained herein shall be valid orbinding.  Any modification of thisAgreement will be effective only if it is in writing.

 

**10.9**                        **Assignment. **Rejoice,Cappi or Chong & Tan may not assign any right or interest arising underthis Agreement without the prior written consent of Online.  Online may assign any right or interest ithas under this Agreement, as provided in Section 7.1 above.

 

**10.10**                 **Severability. **Ifany provision in this Agreement is held by a court of competent jurisdiction tobe invalid, void, or unenforceable, the remaining provisions shall neverthelesscontinue in full force without being impaired or invalidated in any way.

 

**10.11**                 **Waiver. **Thewaiver by any Party of any breach of a provision of this Agreement by the otherParty shall not constitute a continuing waiver or a waiver of any subsequentbreach of the same or of a different provision of this Agreement.  Except as otherwise specifically provided inthis Agreement, nothing contained herein shall be deemed to restrict or preventany Party from exercising legal or equitable rights or from pursuing legal orequitable remedies in connection herewith.

 

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**10.12**                 **Notices and Requests.**  Except as otherwise provided herein, anynotice, demand, or request required or permitted to be given hereunder shall bein writing and shall be deemed effective Seventy-Two (72) hours after havingbeen sent via facsimile to the addressee at the office set forth in the firstparagraph of this Agreement, and having received proof of transmission.  A copy of any such notice shall be sent tothe receiving party on the day of facsimile transmission and the sending partyshall verify receipt of the facsimile transmission by a telephone call to thereceiving party.

 

**10.13**                 **Section Headings.**  The headings of the paragraphs of this Agreement have been setforth for convenience only and are not intended to influence the interpretationof this Agreement.

 

**10.14**                 **Construction.**  Each Party cooperated in the drafting of this Agreement.  If any construction is to be made of anyprovision of this Agreement, it shall not be construed against either Party onthe ground such Party was the drafter of the Agreement or any particularprovision.

 

**10.15**                 **Time is Of The Essence.**  Time is of the essence in this Agreement.

 

**10.16**                 **Entity Authorization.**  Each signatory of this Agreement representsand warrants that this Agreement and the undersigned’s execution of thisAgreement has been duly authorized and approved by the corporation’s Board ofDirectors, if necessary, or the governing board of the entity, ifnecessary.  The undersigned officers andrepresentatives of the entities executing this Agreement on behalf of theentities represent and warrant they possess full authority to execute thisAgreement on behalf of the entities.

 

**10.17**                 **Execution By Facsimile.**  This Agreement may be executed by theParties and transmitted by facsimile.  Afacsimile signature of a Party shall be binding as an original.  If a Party sends a copy of the Agreement orpart thereof with that Party’s signature by facsimile, that Party shallpromptly send the original by first class mail.

 

**10.18**                 **Remedies.**  The Parties acknowledge that compliance withparagraphs 6.2, 6.3 and 6.4 is necessary to protect the business interests andgoodwill of Online, and that a breach of any of these provisions willirrevocably and continually damage Online, for which money damages are notadequate.  Consequently, if Licensees,Rejoice, Cappi, Chong or Tan breaches or threatens to breach any of theobligations of paragraphs 6.2, 6.3 and 6.4 of this Agreement, Online shall beentitled to a preliminary and permanent injunction, prohibiting Licensees,Rejoice, Cappi, Chong and/or Tan from further violating this Agreement.  Online shall also be entitled to obtain anyother remedy cumulative under law and/or money damages from Licensees, Rejoice,Cappi, Chong or Tan in the event of such breach.   Nothing in this Agreement shall prohibit Online from alsopursuing any other remedy available.  Noaction by Online in pursuing a given remedy shall constitute an election toforego other remedies existing in law or equity.

 

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**10.19**                 **Survivorship.**  The rights and obligations of the following provisions shallsurvive the termination of this Agreement and shall remain in full force andeffect:  Paragraphs 6.1, 6.2, 6.3, 6.4,8.2, 8.3, 10.2 and all of Sections 9 and 10.

 

IN WITNESS WHEREOF, theParties hereto have executed this Agreement as of the date first written above.

 

#### **ONLINEINVESTORS ADVANTAGE INCORPORATED**

######  

| /s/ PAUL A. HELBLING                       |                    | **INVESTOOLS ASIA PACIFIC PTE LTD** |
|--------------------------------------------|-------------------------|-------------------------------------|
| By:                                        | Paul Helbling           |                                |   |   |
|                                       |                    |                                | By: | /s/ CHONG HON LEONG |   |   |
| Title:                                     | Chief Financial Officer |                                |   |   |   |   |   |
|                                       |                    |                                | **Printed Name:   Chong Hong Leong** |   |
| /s/ DAVID W. MCCOY                         |                    |                                |   |   |   |
| By:                                        | David McCoy             |                                | Title: | President |   |
|                                       |                    |                                |   |   |   |
| Title:                                     | President               | **INVESTOOLS HONG KONG LIMITED**    |
|                                       |                    |                                |   |   |   |
| **Online  Signature Date:  12/19/02** |                    | **By:**                             | **/s/  TAN LIP MENG** |   |   |
|                                       |                    |                                |   |   |   |
|                                       |                    |                                | **Printed  Name:  Tan Lip Meng** |   |
| /s/ CHONG HON LEONG                        |                    |                                |   |   |
| Hon Leong Chong, Individually              | Title:   Director  |
| /s/ TAN LIP MENG                           |                    |                                |   |   |   |
| Eric Tan, individually                     |                    |                                |   |   |
|                                            |                         |                                     |  |  |  |  |  |  |  |  |  |

 
| **REJOICE  EDUMEDIA PTE. LTD.**: |                 |
|----------------------------------|----------------------|
|                             |                 |
| By:                              | /s/ CHONG HONG LEONG |   |
|                             |                 |   |
| Printed Name:                    | Chong Hon Leong      |   |
|                             |                 |   |
| Title:                           | Director             |   |
|                             |                 |   |
| **CAPPI  MANAGEMENT PTE. LTD.**: |                 |
|                             |                 |
| By:                              | /s/ TAN LIP MENG     |   |
|                             |                 |   |
| Printed Name:                    | Tan Lip Meng         |   |
|                             |                 |   |
| Title:                           | Director             |   |
|                                  |                      |  |  |  |  |

 

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