**Exhibit 10.22**

 

**AMENDMENT TO EMPLOYMENT AGREEMENT**

 

                This Amendment to Executive EmploymentAgreement****(the “Amendment”) is entered intoeffective as of the 22nd day of February, 2006, by and betweenINVESTools Inc. (the “Company”) and Timothy Knight (the “Executive”).

 

                **WHEREAS**, the Company and the Executive entered into thatcertain Executive Employment Agreement dated as of January 26, 2005 (the “OriginalEmployment Agreement”); and

 

                **WHEREAS**, Section 22 of the OriginalEmployment Agreement permits written amendments to that Agreement; and

 

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

 

                **NOW, THEREFORE**, for good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, the parties heretoagree as follows:

 

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

 

“**Employment. **The Company agrees to employExecutive and Executive hereby accepts such employment from the Company upon theterms and conditions set forth in this Agreement for the period beginning uponClosing, as such term is defined in the SPA, and continuing until up to andincluding December 31, 2007 (unless otherwise terminated earlier in accordancewith Section 5 hereof) (“Initial Employment Period”).  Upon the expiration of the Initial EmploymentPeriod, this Agreement shall be automatically renewed for consecutive one-yearperiods unless either party provides a notice of non-renewal for any reason atleast 30 days prior to the end of the Initial Employment Period or anyadditional one-year period (the “Renewal Employment Period”) (theInitial Employment Period and any Renewal Employment Periods shall be referredto collectively herein as the “Employment Period”).”

 

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

** **

“**Base Salary. **Upon the commencement of theInitial Employment Period, the Company shall pay Executive a base salary at anannual rate of $180,000.00.  EffectiveFebruary 19, 2006, the Company shall pay Executive a base salary at anannual rate of $200,000.00.  The Companyshall pay Executive his base salary in conformity with the Company’s salarypayment practices generally applicable to other similarly situated Companyexecutives.  After February 19, 2006, theCompany may, in its sole discretion, 

 

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

 

 

3.             Exceptas otherwise amended pursuant to this Amendment, the provisions, terms andconditions of the Original Employment Agreement shall remain in full force andeffect, and shall survive the execution of this Amendment.  If any inconsistency or conflict between theterms of this Amendment and the Original Employment Agreement shall exist, thisAmendment shall control.

 

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

 

 
| **THE COMPANY:**    | ** **                   | **EXECUTIVE:** |
|---------------------|------------------------------|----------------|
|                |                         |           |   |
| **INVESTOOLS INC.** |                         |           |
|                |                         |           |   |
| By:                 |                         |           |   |
| Its:                | Chief Administrative Officer |           | TIMOTHY KNIGHT |

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