**EXHIBIT 10.20**

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**INDEMNITYAGREEMENT**

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

 

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

 

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

 

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

 

# 1.                                       ContinuedService.  Indemnitee willcontinue to serve, at the will of the Company and under separate contract, ifsuch exists, as a director and/or an officer so long as [he/she] is dulyelected and qualified in accordance with the Bylaws of the Company or until[he/she] tenders [his/her] resignation.

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# 2.                                       Indemnification.  The Company shall indemnify Indemnitee asfollows:

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## (a)                                  The Company shall indemnify andadvance Expenses (as defined in Section 7(d)) to Indemnitee to the fullestextent, and only to the extent, permitted by applicable law in effect on thedate of this Agreement or by any amendment thereof or other statutoryprovisions expressly permitting such indemnification which is adopted after thedate hereof (but, in the case of any such amendment, only to the extent thatsuch amendment permits the Company to provide broader indemnification rightsthan said law required or permitted the Company to provide prior to suchamendment).  The rights of Indemniteeprovided under the preceding sentence shall include, but shall not be limitedto, the rights set forth in the other paragraphs of this Section 2 or anyother Sections of this Agreement.

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

 

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

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

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## (e)                                  In the event the indemnitycontained in paragraphs (b), (c) or (d) of this Section 2 is unavailableor insufficient to hold Indemnitee harmless in a Proceeding described therein,then in accordance with the non-exclusivity provisions of the Delaware GeneralCorporation law and the Certificate and Bylaws, and separate from and inaddition to, the indemnity provided elsewhere herein, the Company shallcontribute to Expenses, judgments, penalties, fines and amounts paid insettlement actually and reasonably incurred by or on behalf of Indemnitee inconnection with such Proceeding or any claim, issue or matter therein, in suchproportion as appropriately reflects the relative benefits received by, andfault of, the Company on the one hand and the Indemnitee on the other in theacts, transactions or matters to which the Proceeding relates and otherequitable considerations.

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

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## (g)                                 Any indemnification underparagraphs (b), (c), (d) or (e) of this Section 2 (unless ordered by acourt) shall be made by the Company only as authorized in the specific caseupon a determination (in accordance with Section 3 hereof) thatindemnification of Indemnitee is proper in the circumstances because [he/she]has met the applicable standard of conduct set forth in paragraphs (b), (c),(d) or (e) of this Section 2.  Ifthere has not been a Change in Control (as defined in Section 7(a)), suchdetermination shall be made (1) by a majority vote of Disinterested Directors(as hereinafter defined), even though less than a quorum, or (2) if there are nosuch directors, or if such directors so direct, in a

 

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

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

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

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

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

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## (a)                                  To obtain indemnification underthis Agreement, Indemnitee shall submit to the board of directors a swornstatement of request for indemnification substantially in the form of Exhibit1 attached hereto and made a part hereof (“Indemnification Statement”)stating that [he/she] has met the applicable standard of conduct set forth inparagraphs (b), (c), (d) or (e) of Section 2 hereof.  The board of directors and Indemnitee shallthen promptly establish and notify the appropriate Reviewing Party.

 

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## (b)                                 Submission of theIndemnification Statement to the board of directors shall create a rebuttablepresumption that Indemnitee is entitled to indemnification under thisAgreement.  The Reviewing Party shall, aspromptly as practicable, but in no event later than 60 days after submission ofthe Indemnification Statement, specifically determine that Indemnitee is soentitled, unless it or they shall possess sufficient evidence to rebut thepresumption that Indemnitee has met the applicable standard of conduct setforth in paragraph (b), (c), (d) or (e) of Section 2 hereof, whichevidence shall be disclosed to Indemnitee with particularity in a writtenstatement signed by all persons who participated in the determination and votedto deny indemnification.

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## (c)                                  In the event that IndependentLegal Counsel shall act as the Reviewing Party, the Independent Legal Counselshall be selected as provided in this Section 3(c).  If there has not been a Change in Control,the Independent Legal Counsel shall be selected by the board of directors andapproved by the Indemnitee (which approval shall not be unreasonably withheld).  If, however, there has been a Change inControl, the Independent Legal Counsel shall be selected by Indemnitee andapproved by the Company (which approval shall not be unreasonablywithheld).  In either case, the selectingparty shall give prompt written notice advising the non-selecting party of theidentity of the Independent Legal Counsel so selected.  The non-selecting party may, within 7 daysafter receipt of such written notice, deliver an objection to the selectingparty.  Such an objection may be assertedonly on the ground that the Independent Legal Counsel so selected does not meetthe requirements of “Independent Legal Counsel” as set forth in Section 7of this Agreement, and shall set forth with particularity the basis of suchassertion.  If a written objection isproperly made, the parties shall cooperate to select a mutually acceptableIndependent Legal Counsel.  If, within 20days after submission by Indemnitee of an Indemnification Statement, noIndependent Legal Counsel shall have been selected, or if selected shall havebeen objected to and the parties have not agreed upon a mutually acceptableIndependent Legal Counsel, in accordance with this Section 3(c), eitherthe Company or Indemnitee may petition the Court of Chancery of the State ofDelaware for the appointment as Independent Legal Counsel of a person selectedby such court or by such other person as such court shall designate, and theperson so appointed shall act as the Reviewing Party for purposes of under Section 3(b)of this Agreement, and the Company shall pay all reasonable fees and expensesincident to the procedures of this Section 3(c), regardless of the mannerin which such Independent Legal Counsel was selected or appointed.

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# 4.                                       Authorizationof Advancement of Expenses.  For purpose ofdetermining whether to authorize advancement of Expenses in a specific casepursuant to paragraph (h) of Section 2 hereof, the board of directorsshall make such determination in accordance with the following procedure:

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

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

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# 5.                                       Notice andDefense of Claims.  The Indemniteeagrees promptly to notify the Company in writing upon being served with anysummons, citation, subpoena, complaint, indictment, information or otherdocument relating to any Proceeding or matter which may be subject toindemnification or advancement of expenses covered hereunder.  Notwithstanding any other provision of thisAgreement, with respect to any such Proceeding or matter as to which the Indemniteenotifies the Company of the commencement thereof:

 

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## (a)                                  The Company will be entitled toparticipate therein at its own expense.

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## (b)                                 Except as otherwise provided inthis Section 5(b), to the extent it desires, the Company, jointly with anyother indemnifying party similarly notified, shall beentitled to assume the defense thereof, with counsel reasonably satisfactory tothe Indemnitee.  After notice from theCompany to the Indemnitee of the Company’s election to so assume the defensethereof, the Company shall not be liable to the Indemnitee under this Agreementfor any legal or other expenses subsequently incurred by the Indemnitee inconnection with the defense thereof other than reasonable costs ofinvestigation or as otherwise provided below. The Indemnitee shall have the right to employ his or her own counsel insuch Proceeding or matter, but the fees and expenses of such counsel incurredafter notice from the Company of its assumption of the defense thereof shall beat the expense of Indemnitee unless (i) the employment of counsel by theIndemnitee has been authorized by the Company, (ii) the Indemnitee shall havereasonably concluded that there may be a conflict of interest between the Companyand the Indemnitee in the conduct of the defense of such action, or (iii) theCompany shall not in fact have employed counsel to assume the defense of suchProceeding or matter, in each of which cases the fees and expenses of counselshall be at the expense of the Company.  TheCompany shall not be entitled to assume the defense of any Proceeding or matterbrought by or on behalf of the Company or as to which the Indemnitee shall havemade the conclusion provided for in clause (ii) above.

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

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## (d)                                 The Indemnitee hereby agreesthat in any Proceeding in which the Indemnitee and other past or presentdirectors or officers of the Company (or its successor) who are entitled toindemnification from the Company are named defendants or respondents, theIndemnitee and such other past or present directors or officers shallcollectively select one firm of attorneys in any jurisdiction to defend allsuch defendants and respondents in such Proceeding unless counsel for theIndemnitee concludes in a reasoned opinion that there are issues which mayraise conflicts of interest between the Indemnitee and such other persons.

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

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# 7.                                       CertainDefinitions.  For purposes ofthis Agreement, the following definitions apply herein:

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

 

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## the Company is not the resulting or survivingentity; provided, however, that such an event listed above will be deemed tohave occurred or to have been effectuated only upon receipt of allrequired regulatory approvals not including the lapse of any required waitingperiods; or (iii) the Board determines in its sole discretion that a Change inControl has occurred.

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## (b)                                 “Corporate Status”describes the status of a person who is or was a director, officer, agent orfiduciary of the Company or of any other corporation, limited liabilitycompany, partnership, joint venture, trust, employee benefit plan or otherenterprise (including civic, non-profit or charitable organizations, whether ornot incorporated), which such person is or was serving at the request of theCompany.

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

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## (d)                                 “Expenses” shall includeall reasonable attorneys’ fees, retainers, court costs, transcript costs, feesof experts, witness fees, travel expenses, duplicating costs, printing and bindingcosts, telephone charges, postage, delivery service fees, and all otherdisbursements or expenses of the types customarily incurred in connection withprosecuting, defending, preparing to prosecute or defend or investigating aProceeding.

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

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

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

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

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# 8.                                       D&OInsurance.  The Companyrepresents that it has purchased or currently maintains and will maintain(except as hereinafter provided) insurance protecting its officers anddirectors and certain other persons (including the Indemnitee) against certainlosses and certain expenses, arising out of actual or threatened Proceedings towhich such persons may be made or threatened to be made parties (“D&OInsurance”).  Although there can beno assurance as to the continuation or renewal of the D&O Insurance or thatany such D&O Insurance will provide coverage for losses to which theIndemnitee may

 

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# be exposed, the Company will usecommercially reasonable efforts, taking into consideration availability ofD&O Insurance in the marketplace, to continue D&O Insurance in effectat current levels for the duration of Indemnitee’s service and for six (6) yearsthereafter.

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# 9.                                       Reliance byIndemnitee.  The Companyexpressly confirms and agrees that it has entered into this Agreement andassumed the obligations imposed on it hereby in order to induce Indemnitee toserve or continue to serve as a director and/or an officer of the Company, andacknowledges that Indemnitee is relying up-on this Agreement in serving orcontinuing to serve in such capacity.

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# 10.                                 Indemnificationfor Negligence.  TO THE EXTENTPERMITTED BY THEN APPLICABLE LAW AND SUBJECT TO THE PROVISIONS OF THISAGREEMENT, THE PARTIES HERETO RECOGNIZE AND ACKNOWLEDGE THAT THE INDEMNITEE MAYBE INDEMNIFIED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT INPROCEEDINGS INVOLVING THE NEGLIGENCE OF THE INDEMNITEE.

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# 11.                                 Enforcement.  The Company has entered into this Agreementand assumed the obligations imposed on the Company hereby in order to inducethe Indemnitee to act as a director and/or an officer, as the case may be, ofthe Company, and acknowledges that the Indemnitee is relying upon this Agreementin continuing in such capacity.  In theevent the Indemnitee is required to bring any action to enforce rights or tocollect monies due under this Agreement and is successful in such action, theCompany shall reimburse the Indemnitee for all of the Indemnitee’s reasonableattorneys’ fees and expenses in bringing and pursuing such action, and theIndemnitee shall be entitled by or to the advancement of expenses to the fullextent contemplated by this Agreement in connection with such enforcement proceeding.  In the event that the Company shall breachany of its obligations to the Indemnitee hereunder, including the Company’sobligations with respect to the advancement of expenses under this Agreement,the parties hereto agree that the Indemnitee’s remedies available at law wouldnot be adequate and that Indemnitee would be entitled to the remedies ofspecific performance and injunctive relief to enforce such obligations of theCompany.

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# 12.                                 Severability.  If any provision of this Agreement or theapplication of any provision hereof to any person or circumstances is heldinvalid or unenforceable, the remainder of this Agreement and the applicationof such provision to other persons or circumstances shall not be affected.

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# 13.                                 GoverningLaw.  This Agreement shall be governedby and construed in accordance with the laws of the State of Delaware withoutregard to any conflict of law rules or principle that might refer to the lawsof another state or country.

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# 14.                                 Modification;Survival.  This Agreementcontains the entire agreement of the parties relating to the subject matterhereof and supercedes any prior agreement regarding the subject matterhereof.  This Agreement may be modifiedonly by an instrument in writing signed by both parties hereto.  The provisions of this Agreement shallsurvive the termination of Indemnitee’s service as a director and/or an officerof the Company.

 

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IN WITNESS WHEREOF, the parties hereto have dulyexecuted this Agreement and the Company has set its seal as of the date firstabove written.

 

 
|             | ***Company:***    |
|------------------|-------------------|
|             |              |
|             | INVESTools Inc.   |
|             |              |
|             |              |
| (Corporate Seal) |              |
|             |              |
|             | By:               |  /s/ LEE K BARBA |   |
|             |              | Lee K. Barba |
|             |              | Chairman &  Chief Executive Officer |
|             |              |
|             |              |
|             | ***Indemnitee:*** |
|             |              |
|             |              |
|             | By:               |   |   |
|             | Name:             |   |   |
|             | Title:            |   |   |
|                  |                   |  |  |  |  |  |  |

 

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EXHIBIT 1

 

STATEMENT OF REQUEST FOR INDEMNIFICATION

 

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

 

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

 

2.                                       Withrespect to all matters related to any such Proceeding, I acted in good faithand in a manner I reasonably believed to be or not opposed to the bestinterests of the Company, and, with respect to any criminal Proceeding, I hadno reason to believe that my conduct was unlawful.

 

3.                                       Iam requesting indemnification against the following liabilities:                                                                                                                                                                                                                                      .

 

 
|   |   |        |
|--------|--------|-------------|
|   |   | (Signature) |
|        |        |             |  |

 

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EXHIBIT 2

 

STATEMENT OF UNDERTAKING

 

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

 

1.                                       Iam requesting advancement of certain actual Expenses (as defined in theAgreement) which I have reasonably incurred or will reasonably incur indefending a Proceeding.

 

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

 

3.                                       Theexpenses for which advancement is requested are as follows:                                                                                                                                                                                                                                      .

 

 
|   |   |        |
|--------|--------|-------------|
|   |   | (Signature) |
|        |        |             |  |

 

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