**Exhibit 10.32**

** **

 

**EMPLOYMENT AGREEMENT**

 

This Employment Agreement (this “Agreement”) is made by and betweenINVESTools Inc., a Delaware corporation (the “Company”), and Ross Jardine(“Employee”) effective as of December 6, 2001 (the “Effective Date”).

 

WHEREAS, theCompany is desirous of employing Employee in an executive capacity on the termsand conditions, and for the consideration, hereinafter set forth for the periodprovided herein commencing upon the Effective Date, and Employee is desirous ofemployment with the Company on such terms and conditions and for suchconsideration.

 

NOW, THEREFORE, for and in consideration of the mutual promises,covenants and obligations contained herein, the Company and Employee agree asfollows:

 

**ARTICLE IEMPLOYMENT AND DUTIES**

 

Section 1.1  The Companyagrees to employ Employee and Employee agrees to be employed by the Company,subject to the terms and conditions of this Agreement, beginning as of theEffective Date and continuing for the term hereof.

 

Section 1.2  From and afterthe Effective Date, the Company shall employ Employee in the position ofExecutive Vice President of the Company, or in such other positions as theparties mutually may agree.

 

Section 1.3  Employeeagrees to serve in the position referred to in Section 1.2 hereof and toperform diligently and to the best of his abilities the duties and servicespertaining to such office as set forth in the Bylaws of the Company in effecton the Effective Date, as well as such additional duties and services appropriateto such office as the Board of Directors of the Company (the “Board ofDirectors”) may reasonably assign to Employee from time to time.

 

Section 1.4  Employeeagrees, during the period of his employment by the Company, to devote his fullbusiness time, energy and best efforts to the business and affairs of theCompany and its affiliates and not to engage, directly or indirectly, in anyother business or businesses, whether or not similar to that of the Company,except with the prior written consent of the Board of Directors. The foregoingnotwithstanding, the parties recognize and agree that Employee may engage inpassive personal investments and charitable or public service activities andserve on the board of directors of corporations to the extent that suchactivities do not conflict with the business and affairs of the Company orinterfere with Employee’s performance of his duties and obligations hereunder.

 

**ARTICLE IITERM AND TERMINATION OF EMPLOYMENT**

 

Section 2.1  Unless soonerterminated pursuant to other provisions hereof, the Company agrees to employEmployee for a three-year period beginning on the Effective Date, andthereafter automatically extend the term of this Agreement for successiveone-year periods unless and until such time as either party shall give writtennotice to the other at least 15 days prior to the expiration of the thencurrent term that no such automatic extension shall occur, in which eventEmployee’s employment shall terminate on the expiration of the then current term.

 

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Section 2.2 Notwithstanding the provisions of Section 2.1 hereof, the Companyshall have the right to terminate Employee’s employment under this Agreement atany time in accordance with the following provisions:

 
|   | (a)    | upon Employee’s death;                                                                                                                                                                                                                                                                                                                                                              |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (b)    | upon Employee’s becoming incapacitated or  disabled by accident, sickness or other circumstance which impairment  (despite reasonable accommodation) renders him mentally or physically  incapable of performing the duties and services required of him hereunder for  a period of at least 120 consecutive days or for a period of 180 business  days during any 12-month period; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (c)    | for cause, which for purposes of this  Agreement shall mean each of the following:                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                      | a material act or material acts of  dishonesty or disloyalty by Employee adversely affecting the Company; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                     | Employee’s breach of any of his obligations  of this Agreement; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                    | Employee’s gross negligence or willful  misconduct in performance of the duties and services required of    him pursuant to this Agreement; or |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                     | Employee’s conviction of a felony, or  Employee’s conviction of a misdemeanor involving moral turpitude. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (d)    | by “Constructive Termination,” which for  purposes of this Agreement shall mean each of the following:                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | (i)                                                                                                                                                                                                                                                                                                                                                                                      | a material diminution of Employee’s  responsibilities, including, without limitation, title and reporting  relationship; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                     | relocation of any Provo, Utah office of the  Company without the consent of Employee; or |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                    | a material reduction in Employee’s  compensation and benefits received hereunder. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (e)    | in the sole discretion of the Board of  Directors without cause; *provided, however*,  in such case the Company shall give 15 days prior written notice to  Employee of its intention to terminate Employee’s employment with the Company  and shall continue to provide compensation to Employee in accordance with the  terms set forth in Section 4.1(e) hereof.       |

 

Section 2.3  Employee shallhave the right to terminate his employment under this Agreement at any time inaccordance with the following provisions:

 
|   | (a)    |   | a breach by the Company of any of its  obligations under this Agreement which, if correctable, remains uncorrected  for 30 days following written notice specifying such breach given by  Employee to the Company; or |
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|   |   |   |                                                                                                                                                                                                                       |
|   | (b)    |   | In the sole discretion of Employee, *provided, however*, in such case Employee  shall give 15 days prior written notice to the Company of his intention to  terminate his employment with the                              |

 

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Company.

 

Section 2.4  If the Companydesires to terminate Employee’s employment hereunder as provided inSection 2.2 hereof or Employee desires to terminate Employee’s employmenthereunder as provided in Section 2.3 hereof, it or he shall do so bygiving written notice to the other party that it or he has elected to terminateEmployee’s employment hereunder and stating the effective date and reason, ifany, for such termination. In the event of such termination, the provisions ofArticles IV through IX hereof shall continue to apply in accordance with theirterms. Any question as to whether and when there has been a termination ofEmployee’s employment, and the cause of such termination, shall be determinedby the Board of Directors in its sole discretion.

 

**ARTICLE IIICOMPENSATION AND BENEFITS**

 

Section 3.1* Compensation.*  Duringthe term of this Agreement, the Company shall provide compensation to Employeein the following forms:

 
|   | (a)    | *Base Salary.*   Employee shall receive an annual base salary of $350,000, which amount  shall be subject to annual review by the Board of Directors and/or the  Compensation Committee of the Company for possible increases. |
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|   | (b)    | *Bonus.*                                                                                                                                                                                                                            |
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|   |   | (i)                                                                                                                                                                                                                                 | Employee shall participate in, and receive  an annual bonus pursuant to, the Company’s Executive Committee Annual Bonus  Plan. |
|   |   |                                                                                                                                                                                                                                |   |
|   |   | (ii)                                                                                                                                                                                                                                | Employee shall participate in, and receive  an annual bonus pursuant to, the Company’s Management Incentive Bonus Plan. |
|   |   |                                                                                                                                                                                                                                |   |
|   |   | (iii)                                                                                                                                                                                                                               | In addition, Employee shall receive a  one-time payment of $175,000 cash to be paid on December 31, 2002. |
|   |   |                                                                                                                                                                                                                                |   |
|   | (c)    | *Stock Options.*                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                |   |
|   |   | (i)                                                                                                                                                                                                                                 | Upon approval of the Company’s Board of  Directors, Employee will be granted options to purchase an aggregate of  200,000 shares of the Company’s common stock at an exercise price equal to  the per share Fair Market Value (as hereinafter defined) on the date of  grant.  To the extent permitted by  applicable laws, the options to be granted to Employee shall be granted as  incentive options.  All options  granted to Employee hereunder shall vest immediately upon a Change of Control  (as hereinafter defined).  The options  will be granted pursuant to a stock option agreement to be executed by  Employee and the Company as of the date hereof, which shall provide, among  other things, that the options will vest in four equal annual installments  beginning one year from the date of this Agreement. |
|        |        |                                                                                                                                                                                                                                     |  |  |

 

“Fair Market Value” means (i) if the Company’s common stock is notlisted or admitted to trade on a national securities exchange and if bid andask prices for the common stock are not furnished through NASDAQ or a similarorganization, the value established by the Compensation Committee of the Boardof Directors (the “Compensation Committee”), in its sole discretion; (ii) ifthe Company’s common stock is listed or admitted to trade on a national

 

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securitiesexchange or a national market system, the closing price of the common stock, aspublished in the *Wall Street Journal*,so listed or admitted to trade on such day or, if there is no trading of thecommon stock on such date, then the closing price of the common stock on thenext preceding date on which there was trading in such shares; or (iii) if thecommon stock is not listed or admitted to trade on a national securitiesexchange or a national market system, the mean between the bid and asked pricefor the common stock on such date, as furnished by the National Association ofSecurities Dealers, Inc. through NASDAQ or a similar organization if NASDAQ isno longer reporting such information.

 
|   |   | (ii)                        | In addition, Employee shall be eligible to  receive future stock option grants, as determined by the Compensation  Committee.                                                                                                                                                                                                    |
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|   |   |                        |                                                                                                                                                                                                                                                                                                                             |
|   | (d)    | *Merger  Transition Award.* |
|   |   |                        |                                                                                                                                                                                                                                                                                                                             |
|   |   | (i)                         | Employee shall receive a merger transition  award (the “Merger Transition Award”) consisting of an aggregate of  $1,200,000 in cash which shall be payable in three equal installments  beginning one year from the date of this Agreement.                                                                            |
|   |   |                        |                                                                                                                                                                                                                                                                                                                             |
|   |   | (ii)                        | In the event of a Change of Control (as  hereinafter defined), any remaining unpaid amount of the Merger Transition  Award shall be paid in full; provided, however, that this subsection (ii)  shall not apply to a Change of Control resulting from action by the directors  or management of the Company or their affiliates. |

 

Section 3.2*  Benefits.*  During the term of this Agreement, Employeeshall be afforded the following benefits as incidences of his employment:

 

(a)                                 *Business and Entertainment Expenses.*  Subjectto the Company’s standard policies and procedures with respect to expensereimbursement as applied to its executive employees generally, the Company willreimburse Employee for, or pay on behalf of Employee, reasonable andappropriate expenses incurred by Employee for business related purposes,including dues and fees to approved industry and professional organizations,and reasonable costs of entertainment incurred in connection with businessdevelopment.

 

(b)                                *Club Membership.*  The Company shall reimburse Employee formembership dues at social or country clubs designated by Employee as mutuallyagreed by the Company and Employee.

 

(c)                                 *Other.*  Employee and, to the extent applicable,Employee’s family, dependents and beneficiaries, shall be allowed toparticipate in all benefits, plans and programs, including improvements ormodifications of the same, which are now, or may hereafter be, available toexecutive employees of the Company generally. Such benefits, plans and programsmay include, without limitation, a profit sharing plan, a thrift plan, a healthinsurance or health care plan, life insurance, disability insurance or apension plan. The Company shall not, however, by reason of this paragraph beobligated to institute, maintain, or refrain from changing, amending ordiscontinuing, any such benefit plan or program, so long as such changes aresimilarly applicable to executive employees of the Company generally.

 

Section 3.3*  Payroll.*  Employee shall receive all compensationpursuant to this Agreement in accordance with the Company’s Provo, Utahcustomary payroll practices with respect to time and manner of payment.

 

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**ARTICLE IVEFFECT OF TERMINATION ON COMPENSATION**

 

Section 4.1*  By theCompany.*

 

(a)                                 *Termination Upon Death.*  In the event of Employee’sdeath during the term of this Agreement, this Agreement will terminate upon thefirst day of the month following the Employee’s date of death, and all ofEmployee’s rights and benefits provided for in this Agreement will terminate asof such date; *provided, however*, that Employee’s estate will be paidEmployee’s annual salary and pro rata bonus through the date of death for aperiod of six months after such death occurs and, *provided, further*, all stockoptions referenced in Section 3.1(c) shall vest on Employee’s death, andEmployee’s estate may exercise such options for a period of one year from thedate of termination and, *provided further* that, the MergerTransition Award shall be paid in full within three months after such deathoccurs.

 

(b)                                *Termination Upon Disability.*  IfEmployee’s employment hereunder is terminated by the Company pursuant toSection 2.2(b) hereof prior to the expiration of the then current term, allof Employee’s rights and benefits provided for in this Agreement will terminateas of such date; *provided, however*, that Employee will be paid Employee’sannual salary and pro rata bonus through the date of termination for a periodof six months after such termination occurs and, *provided, further*, all stockoptions referenced in Section 3.1(c) shall vest effective as of thetermination date, and Employee may exercise such options for a period of oneyear from the date of termination and, *provided further*, that, the MergerTransition Award shall be paid in full within six months after such terminationoccurs.

 

(c)                                 *Termination for Cause.*  Employer shall be entitled toterminate Employee’s employment at any time for cause, as defined bySection 2.2(c). In the event of termination for cause, all of Employee’srights and benefits provided for in this Agreement shall terminate, except asto any accrued and unpaid base salary provided for in Section 3.1(a).

 

(d)                                *Termination After Change of Control.*  Except asset forth in Section 3.1(d)(ii), if, within 24 months following aChange of Control (as hereinafter defined), the Company or its successorterminates Employee’s employment without cause or by Constructive Termination,Employee will be paid, in a lump sum payment, an amount equal to two times thesum of (i) his annual salary for the year in which such termination occursand (ii) the greater of (A) the target bonuses for each of the fourquarters in the year in which such termination occurs and (B) the actualbonus earned by Employee for the four fiscal quarters immediately precedingsuch termination. All unvested stock options referenced in Section 3.1(c)shall vest effective as of the date of termination and Employee may exercisesuch options for a period of 90 days from the date of termination.Employee shall receive his accrued and unpaid salary and any accrued and unpaidpro rata bonus through the date of termination, and Employee will continue toparticipate in any benefits referenced in Section 3.2(c) for a period oftwo years from the date of termination; *provided, however*, to the extent that anybenefit under Section 3.2(c) cannot be continued during a period whenEmployee is not an employee of the Company, the Company shall pay Employee anamount in cash equal to the economic value of such benefit, such value to bedetermined as of the time of termination.

 

In the eventthat Employee is deemed to have received an excess parachute payment (as suchterm is defined in Section 280G(b) of the Internal Revenue Code of 1986,as amended (the

 

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“Code”)) whichis subject to excise taxes (“Excise Taxes”) imposed by Section 4999 of theCode with respect to compensation paid to Employee pursuant to this Agreement,the Company shall make a Bonus Payment (as defined below) to Employee whenEmployee receives any excess parachute payments.  “Bonus Payment” means a cash payment equal to the sum of(i) all Excise Taxes payable by Employee plus (ii) any additionalExcise Tax or federal or state income taxes imposed with respect to the BonusPayment.

 

“Change ofControl” means the happening of any of the following events:

 
|   | (i)    | The acquisition by any individual, entity  or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the  Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a  “Person”), of beneficial ownership (within the meaning of Rule 13d-3  promulgated under the Exchange Act) of 50% or more of either (A) the  then outstanding shares of common stock of the Company or (B) the  combined voting power of the then outstanding voting securities of the  Company entitled to vote generally in the election of directors; provided,  however, that the following acquisitions shall not constitute a Change of  Control under this subsection (i): (x) any acquisition directly from the  Company (excluding an acquisition by virtue of the exercise of a conversion  privilege), (y) any acquisition by the Company, or (z) any  acquisition by any employee benefit plan (or related trust) sponsored or  maintained by the Company or any corporation controlled by the Company; or |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (ii)   | Individuals who, as of the effective date  hereof, constitute the Board of Directors (the “Incumbent Board”) cease for  any reason to constitute at least a majority of the Board; provided, however,  that any individual becoming a director subsequent to the effective date  hereof whose election, or nomination for election by the Company’s  stockholders, was approved by a vote of at least a majority of the directors then  comprising the Incumbent Board shall be considered as though such individual  were a member of the Incumbent Board, but excluding, for this purpose, any  such individual whose initial assumption of office occurs as a result of  either an actual or threatened election contest (as such terms are used in  Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)  or other actual or threatened solicitation of proxies or consents by or on  behalf of a Person other than the Board; or                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (iii)  | Approval by the stockholders of the Company  of a complete liquidation or dissolution of the Company or the sale or other  disposition of all or substantially all of the assets of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

(e)                                 *Other Events Upon Termination.*  IfEmployee’s employment hereunder shall be terminated by the Company withoutcause or by Constructive Termination other than within 24 months following aChange of Control, Employee shall receive in accordance with the Company’s thencurrent payroll practices an amount equal to the sum of (i) Employee’sannual base salary for the year in which such termination occurs and(ii) the greater of (A) the target bonuses for each of the fourquarters in the year in which such termination occurs and (B) the actualbonus earned by Employee for the four fiscal quarters immediately precedingsuch termination, payable for a period of time equal to the longer of(i) two years and (ii) the period of time remaining under the thencurrent term of this Agreement (such longer period, the “Severance Period”).Employee shall receive his accrued and unpaid salary and any accrued and unpaidpro rata bonus through the date of termination, and Employee will continue toparticipate in any benefits referenced in Section 3.2(c) for the SeverancePeriod; *provided,however*, to the extent that any benefit under Section 3.2(c)cannot be continued during a period when Employee is not

 

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an employee of the Company, the Company shall pay Employee an amount incash equal to the economic value of such benefit, such value to be determinedas of the time of termination. In addition, all stock options referenced inSection 3.1(c) shall vest effective as of the date of termination, andEmployee may exercise such options for a period of three months from the dateof termination and *provided, further*, that the MergerTransition Award shall be paid in full upon the date of termination.

 

Section 4.2*  By Employee.*

 

(a)                                 *Breach of Agreement by Company.*  IfEmployee’s employment hereunder shall be terminated by Employee pursuant to theprovisions set forth in Section 2.3(a) hereof prior to the expiration ofthe then current term of this Agreement, Employee shall receive in accordancewith the Company’s then current payroll practices an amount equal to the sum of(i) Employee’s annual base salary for the year in which such terminationoccurs and (ii) the greater of (A) the target bonuses for each of thefour quarters in the year in which such termination occurs and (B) theactual bonus earned by Employee for the four fiscal quarters immediatelypreceding such termination, payable for a period of time equal to the longer of(i) two years and (ii) the period of time remaining under the thencurrent term of this Agreement. Employee shall receive his accrued and unpaidsalary and any accrued and unpaid pro rata bonus through the date oftermination, and Employee will continue to participate in any benefitsreferenced in Section 3.2(c) for the Severance Period; *provided,however*, to the extent that any benefit under Section 3.2(c)cannot be continued during a period when Employee is not an employee of theCompany, the Company shall pay Employee an amount in cash equal to the economicvalue of such benefit, such value to be determined as of the time of termination.In addition, all stock options referenced in Section 3.1(c) shall vesteffective as of the date of termination, and Employee may exercise such optionsfor a period of three months from the date of termination and *provided,further*, that, the Merger Transition Award shall be paid infull upon the date of termination.

 

(b)                                *Voluntary Resignation.*  If Employee’s employmenthereunder shall be terminated by Employee pursuant to the provisions set forthin Section 2.3(b) hereof prior to the expiration of the then current term,then, upon such termination, subject to COBRA, all compensation and allbenefits to Employee hereunder shall terminate contemporaneously with thetermination of such employment; *provided, however*, Employee shall notreceive a bonus for the year during which Employee’s employment terminated orany subsequent year, and *provided, further,*that any Employee shall not receive any additional unpaid amounts of the MergerTransition Award.

 

**ARTICLE VCONFIDENTIAL INFORMATION**

 

Section 5.1*  CompanyInformation.*  Employeeacknowledges that the Company’s business is highly competitive and that theCompany’s books, records and documents, technical information concerning itsproducts, equipment, services and processes, procurement procedures and pricingtechniques and the names of and other information (e.g., credit and financialdata) concerning the Company’s customers and business associates all compriseconfidential business information and trade secrets of the Company(collectively, “Confidential Information”*)* which are valuable, special, and uniqueassets of the Company which the Company uses in its business to obtain acompetitive advantage over the Company’s competitors which do not know or usethis information. Employee further acknowledges that protection of theConfidential Information against unauthorized disclosure and use is of criticalimportance to the Company in maintaining its competitive position. Accordingly,Employee hereby agrees that he will not, at any time during or after

 

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his employment by the Company,make any unauthorized disclosure of any Confidential Information or make anyuse thereof, except for the benefit of, and on behalf of, the Company. For thepurposes of this Article 5, the term “Company” shall also includeaffiliates of the Company.

 

Section 5.2*  Third PartyInformation.*  Employeeacknowledges that, as a result of his employment by the Company, he may fromtime to time have access to, or knowledge of, confidential business informationor trade secrets of third parties, such as customers, suppliers, partners,joint venturers, and the like, of the Company. Employee agrees to preserve andprotect the confidentiality of such third-party confidential informationand trade secrets to the same extent, and on the same basis, as theConfidential Information.

 

Section 5.3*  Return ofDocuments.*  All writtenmaterials, records and other documents made by, or coming into the possessionof, Employee during the period of his employment by the Company which containor disclose the Confidential Information shall be and remain the property ofthe Company. Upon request, and in any event upon termination of Employee’semployment by the Company, for any reason, he promptly shall deliver the same,and all copies, derivatives and extracts thereof, to the Company.

 

**ARTICLE VIINVENTIONS, DISCOVERIES AND COPYRIGHTS**

 

Section 6.1*  Inventionsand Discoveries.*  Employeeagrees promptly and freely to disclose to the Company, in writing, any and all ideas,conceptions, inventions, improvements, and discoveries, whether patentable ornot, which are conceived or made by Employee, solely or jointly with another,during the period of his employment by the Company and which are related to thebusiness or activities of the Company. Employee agrees to assign and herebydoes assign to the Company all his interest in such ideas, conceptions,inventions, improvements, and discoveries. Employee agrees that, wheneverrequested to do so by the Company, he shall assist in the preparation of anydocument that the Company shall deem necessary and shall execute any and allapplications, assignments or other instruments that the Company shall deemnecessary, in its sole discretion, to apply for and obtain protection, includingpatent protection, for such ideas, conceptions, inventions, improvements anddiscoveries in all countries of the world. The obligations in the precedingsentence shall continue beyond the termination of Employee’s employmentregardless of the reason for such termination.

 

Section 6.2*  Copyrights.*  If during Employee’s employment by theCompany, Employee creates any original work of authorship (each, a “Work”)fixed in any tangible medium of expression which is the subject matter ofcopyright *(*e.g.*,*written presentations, computer programs, videotapes, drawings, maps, models,manuals or brochures) relating to the Company’s business, products, orservices, whether a Work is created solely by Employee or jointly with others,the Company shall be deemed the author of a Work if the Work is prepared byEmployee in the scope of his employment; or, if the Work is not prepared byEmployee within the scope of his employment but is specially ordered by theCompany as a contribution to a collective work, as a part of a motion pictureor other audiovisual work, as a translation, as a supplementary work, as acompilation or as an instructional text, then the Work shall be considered tobe a work made for hire and the Company shall be the author of the Work. In theevent a Work is not prepared by Employee within the scope of his employment oris not a Work specially ordered and deemed to be a work made for hire, thenEmployee hereby agrees to assign, and by these presents, does assign, to theCompany all of Employee’s worldwide right, title and interest in and to suchWork and all rights of copyright therein. Both during the period of Employee’semployment by the Company and thereafter, Employee agrees to assist the Companyand its nominee, at any time, in the protection of the Company’s worldwideright, title and interest in and to the work and all rights of copyrighttherein, including but not limited to, the execution of all formal assignmentdocuments requested by the Company or its nominee and the execution of all lawfuloaths and

 

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applications for registrationof copyright in the United States and foreign countries.

 

Section 6.3  Employeerepresents that he has not heretofore made any invention or discovery or preparedany work which is the subject matter of copyright related to the Company’sbusiness which he wishes to exclude from the provisions of Section 6.1 andSection 6.2 hereof. As used in this Article VI, the “Company” shallinclude affiliates of the Company.

 

**ARTICLE VIINON-COMPETITION**

 

Section 7.1  Therestrictive covenants contained in this Article VII and inArticle VIII hereof are supported by consideration to Employee hereunder.As a material incentive for the Company to enter into this Agreement, Employeehereby agrees that he will not at any time during his employment by the Companyand for a period commencing on the date of termination of his employment andcontinuing until the expiration of 24 months (the “Non-CompetitionPeriod”)*,*directly or indirectly, for himself or for others, in any state of the UnitedStates, or in any foreign country where the Company or any of its affiliates isthen conducting any business:

 

(a)                                 engage in any business that is directlycompetitive with activities conducted by the Company (or any of the Company’ssubsidiaries or divisions), which activities conducted by the Company (or anyof the Company’s subsidiaries or divisions) represent in the aggregate greaterthan 25% of the Company’s proforma consolidated revenues in 2001;

 

(b)                                render advice or services to, or otherwise assist,any other person or entity who is engaged, directly or indirectly, in anybusiness that is directly competitive with activities conducted by the Company(or any of the Company’s subsidiaries or divisions), which activities conductedby the Company (or any of the Company’s subsidiaries or divisions) represent inthe aggregate greater than 25% of the Company’s proforma consolidated revenuesin 2001; or

 

(c)                                 transact any business in any manner pertaining tosuppliers or customers of the Company or any affiliate which, in any manner,would have, or is likely to have, an adverse effect upon the Company or anyaffiliate.

 

The foregoing shall not prohibit Employee’s continued participation inthose activities in which he is engaged on the date hereof and which have beendisclosed to the Company.

 

Notwithstanding the foregoing, in the event of termination of thisAgreement pursuant to Section 4.1(d), 4.1(e) or 4.2(a), the prohibitionsof this Article VII shall no longer apply at such time as Employee waiveshis right to receive any further payments under Section 4.1(d), 4.1(e) or4.2(a), as the case may be.

 

Section 7.2  Employeeunderstands that the foregoing restrictions may limit his ability to engage in abusiness similar to the Company’s business in specific areas of the world forthe Non-Competition Period, but acknowledges that he will receive sufficientlyhigh remuneration and other benefits from the Company hereunder to justify suchrestriction. In addition to any remedies provided under applicable law, theCompany and Employee agree that during the period the Company is payingcompensation and benefits to Employee pursuant to Articles III or IV hereof,the Company’s remedy for breach of the provisions of this Article VIIshall include, but shall not be limited to, the termination of all compensationand all benefits to Employee otherwise provided under this Agreement.

 

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Section 7.3  It isexpressly understood and agreed that the Company and Employee consider therestrictions contained in Section 7.1 hereof to be reasonable andnecessary for the purposes of preserving and protecting the good will andproprietary information of the Company, nevertheless, if any of the aforesaidrestrictions is found by a court having jurisdiction to be unreasonable, overbroad as to geographic area or time or otherwise unenforceable, the partiesintend for the restrictions therein set forth to be modified by such court soas to be reasonable and enforceable and, as so modified by the court, to befully enforced.

 

**ARTICLE VIIISOLICITATION OF EMPLOYEES**

 

During the term of his employment by the Company and thereafter for theNon-Competition Period, Employee shall not, on his own behalf or on behalf ofany other person, partnership, entity, association, or corporation, hire orseek to hire any non-clerical or non-secretarial employee of the Company or inany other manner attempt directly or indirectly to influence, induce, or encourageany non-clerical or non-secretarial employee of the Company to leave theemployment of the Company, nor shall he use or disclose to any person,partnership, entity, association, or corporation any information concerning thenames, addresses or personal telephone numbers of any employees of the Company.

 

**ARTICLE IXMISCELLANEOUS**

 

Section 9.1  Notices.  For purposes of this Agreement, notices andall other communications provided for herein shall be in writing and shall bedeemed to have been duly given when personally delivered or when mailed byUnited States registered or certified mail, return receipt requested, postageprepaid, addressed as follows:

 
| If to the Company to: | INVESTools Inc.  5959 Corporate Drive, Suite 2000  Houston, TX  77036  Attention: Chairman of the Compensation Committee

  |
|-----------------------|---------------------------------------------------------------------------------------------------------------------------------------|
|                  |                                                                                                                                  |
| If to Employee to:    | Ross Jardine  116 S. Pfeifferhorn Dr.  Alpine, UT  84004

                                                                  |

 

or to such other address as either party mayfurnish to the other in writing in accordance herewith, except that notices ofchanges of address shall be effective only upon receipt.

 

Section 9.2*  ApplicableLaw, Jurisdiction and Venue.* This Agreement is entered into under, and shall be governed for allpurposes by, the laws of the State of Texas. Any suit by the Company to enforceany right hereunder or to obtain a declaration of any right or obligationhereunder may, at the sole option of the Company, be brought (i) in anycourt of competent jurisdiction in the State of Texas or (ii) in any courtof competent jurisdiction where jurisdiction may be had over Employee. Employeehereby expressly consents to the jurisdiction of the foregoing courts for suchpurposes and to the appointment of the Secretary of State for the State ofTexas as his agent for service of process.

 

Section 9.3*  No Waiver.*  No failure by either party hereto at anytime to give notice of any breach by the other party of, or to requirecompliance with, any condition or provision of this Agreement shall (i) bedeemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or

 

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subsequenttime or (ii) preclude insistence upon strict compliance in the future.

 

Section 9.4* Severability.*  If acourt of competent jurisdiction determines that any provision of this Agreementis invalid or unenforceable, then the invalidity or unenforceability of thatprovision shall not affect the validity or enforceability of any otherprovision of this Agreement, and all other provisions shall remain in full forceand effect.

 

Section 9.5* Counterparts.*  ThisAgreement may be executed in one or more counterparts, each of which shall bedeemed to be an original, but all of which together will constitute one and thesame Agreement.

 

Section 9.6*  Withholdingof Taxes.*  The Company maywithhold from any benefits payable under this Agreement all federal, state,city or other taxes as may be required pursuant to any law or governmentalregulation or ruling.

 

Section 9.7*  Headings.*  The paragraph headings have been insertedfor purposes of convenience and shall not be used for interpretive purposes.

 

Section 9.8*  Affiliate.*  As used in this Agreement, “affiliate” shallmean any person or entity which directly or indirectly through one or moreintermediaries owns or controls, is owned or controlled by, or is under commonownership or control with, the Company.

 

Section 9.9*  Assignment.*  This Agreement, and the rights andobligations of the parties hereunder, are personal and neither this Agreement,nor any right, benefit or obligation of either party hereto, shall be subjectto voluntary or involuntary assignment, alienation or transfer, whether byoperation of law or otherwise, without the prior written consent of the otherparty except that vested rights to payment shall be subject to devise, andshall descend in accordance with applicable laws of inheritance.

 

Section 9.10*  Legal Fees.*  If, prior to a Change of Control, eitherparty institutes any legal action to enforce his or its rights under, or torecover damages for breach of this Agreement, the Company shall pay up to anaggregate of $10,000 of Employee’s actual expenses incurred in pursuit ordefense of such legal action.

 

If, following a Change of Control, either party institutes any legalaction to enforce his or its rights under, or to recover damages for breach ofthis Agreement, the “prevailing party” in such action shall be entitled torecover from the other party any actual expenses for attorney’s fees anddisbursements incurred by him or it. For these purposes, a party shall beconsidered a “prevailing party” if and only if the parties agree to suchcharacterization of a party as a “prevailing party” or a final order of a courtspecifically recites that such party is a “prevailing party.”

 

Section 9.11*  Term.* This Agreement has a term co-extensivewith the term of employment as defined in Section 2.1 hereof. Terminationof this Agreement pursuant to the provisions of Section 2.1 hereof shallnot affect any right or obligation of either party hereto which is accrued orvested prior to or upon such termination or the rights and set forth inArticles IV, V, VI and VII hereof.

 

Section 9.12*  EntireAgreement.*  This Agreementconstitutes the entire agreement of the parties with regard to the subjectmatter hereof, and contains all the covenants, promises, representations,warranties and agreements between the parties with respect to employment ofEmployee by the Company. Each party to this Agreement acknowledges that norepresentation, inducement, promise or agreement, oral or written, has beenmade by either party, or by anyone acting on behalf of either party, which isnot embodied herein, and that no agreement, statement, or promise relating tothe employment of Employee by

 

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the Company, which is notcontained in this Agreement, shall be valid or binding. Any modification ofthis Agreement will be effective only if itis in writing and signed by the party to be charged.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreementeffective as of the Effective Date.

 
|   | INVESTools Inc.         |
|--------|-------------------------|
|   |                    |
|   | By:                     | /s/  PAUL A. HELBLING |   |
|   |                    |   |   |
|   | Name:                   | Paul A. Helbling |   |
|   |                    |   |   |
|   | Title:                  | Chief Financial Officer |   |
|   |                    |   |
|   |                    |   |
|   | /s/   ROSS JARDINE |   |
|   | Ross Jardine            |
|        |                         |  |  |  |  |  |  |

 

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