**Exhibit 10.35**

 

**TRANSITION SETTLEMENT AGREEMENT**

 

This licenseand collaboration Agreement (“Agreement”) is made effective as of the EffectiveDate given on the signature page and entered into at Provo, Utah, USA, by andamong the following parties:

(1)   Online Investors AdvantageIncorporated , a Utah corporation, located at 5252 North Edgewood Drive, Suite325, Provo, Utah 84604 (“Online”);

(2)   Hon Leong Chong, anindividual, whose Singapore passport number is S0004804F and is residing at 10GBraddel Hill #04-28, Singapore 57926 (“Chong”);

(3)   Eric Lip Meng Tan, anindividual, whose Singapore passport number is S1349197I and is residing at 279Balestier Road #07-07, Balestier Point, Singapore 329727 (“Tan”) (hereinafterthe individuals, Chong and Tan, are collectively called Chong & Tan”);

(4)   Investools Asia Pacific Pte.Ltd., a Singapore company, having a business address of 20 Kallang Avenue,Level One PICO Creative Centre, Singapore 339411 (Singapore Co.”); and

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

 

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

 

**A. **WHEREAS,the parties are currently executing an agreement entitled “License andCollaboration Agreement,” effective August 1, 2002, defining their relationshipwith respect to Online’s business being conducted by Licensees in Singapore,Hong Kong Malaysia and Brunei.

 

**B. **WHEREAS,the parties, effective August 1, 2002, terminated a prior agreement previouslydefining their relationship, entitled “Joint Venture Agreement” dated September27, 2001.

 

**C. **WHEREAS,the parties desire to settle all accounts, amounts due, claims and otheroutstanding financial matters arising under the Joint Venture Agreement.

 

NOW, THEREFORE, the Parties to this Agreement do hereby agree to thefollowing terms and conditions:

 

**1.  Transition Expenses, Accounts Payable,Assets**

 

1.1  The Parties acknowledge that a prioragreement between Online and Chong & Tan, namely the prior Joint VentureAgreement previously effective on September 27, 2001, was terminated by anotice letter from Online to Chong & Tan, effective August 1, 2002 (“PriorAgreement”).  Although the EffectiveDate of the present Agreement is August 1, 2002, Licensees and possibly Chong& Tan will have incurred expenses and disbursed payments (“TransitionExpenditures”) during the period between August 1, 2002 and the Effective Dategiven below.

 

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1.2  The Parties agree that no TransitionExpenses shall be included as a part of Licensees’ Expenses under the Licenseand Collaboration Agreement, except to the extent that those TransitionExpenses, if any, are listed in Exhibit 1, attached hereto andincorporated herein.

 

1.3  The Parties agree that the Accounts Payable,as of August 1, 2002, is indicated in Exhibit 2, attached hereto andincorporated herein.

 

1.4   The Parties agree that the a correctSummary of Assets, as of August 1, 2002 is indicated in Exhibit 3,attached hereto and incorporated herein.

 

**2.  Prior Claims**

 

2.1  It is understood that the Licensees and/orChong & Tan have claimed that Online should reimburse them for all unpaidcosts, charges, reimbursements, or other monies or funds that occurred prior totermination of the prior Joint Venture Agreement and that are owed or claimedto be owed to Licensees or to Chong & Tan, or made by any other person orentity, individually or collectively, in the amount of One Hundred and FourThousand US Dollars (US$104,936.12) as documented in Exhibit 4, anexpense summary email message, with its five attachments, attached hereto andincorporated herein. (collectively the “Prior Claims”).

 

2.2  Upon the execution of this Agreement by allParties, Online shall pay Licensees together in full settlement for all suchPrior Claims, the amount of Seventy Thousand U.S. Dollars ($US 70,000.00).(“Expense Reimbursement”).  Licensees,and Chong & Tan hereby represent, warrant and agree that the payment ofthis Expense Reimbursement shall be in full settlement for any such PriorClaims, except to the extent that differences are determined by the Auditdescribed in Section 4, herein.

 

2.3  Conditional upon payment of the ExpenseReimbursement to License, the Licensees, and Chong & Tan do hereby releaseOnline from any and all such Prior Claims, whether known now or in the future,except to the extent that differences are determined by the Audit described inSection 4, herein.

 

**3. Account B Settlement**

 

3.1  The parties understand that the amount inAccount B under the Prior Agreement as of August 1, 2002 was One Hundred andSixty Two Thousand, Nine Hundrred and Eighty Five Singapore Dollars andSeventy-Seven cents. (S $162,985.77). (“Account B Amount”).

 

3.2  Under the Prior Agreement, Chong & Tanwere entitled to all amounts in Account B after all expenses were paid.  Chong & Tan hereby represent and warrantthat the Account B Amount was the correct amount in Account B after allexpenses required to be paid out of Account B were paid.  Based on that representation, Online shallpay the Account B Amount to Chong & Tan, to be divided between them, in anymanner they desire.

 

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**4. Audit**

 

4.1  Online may, with reasonable notice andwithin normal business hours, at its own expense, conduct an audit of the booksand records of each of the Licensees and make whatever copies it desires of thesame (“Audit”).  The Audit may include,but is not limited to, a full review of the books and records of Licenseesunder the Prior Agreement and during the Transition Period, as well as underthe current Agreement, including a review of all Licensees’ expenses, paymentsand charges under Accounts A and B and all Transition Expenses.

 

4.2  The Audit shall also include an examinationof the books and records relating to the Account B Amount and the Prior ClaimsAmount.  Should the Audit determine thatthe Account B Amount should be a different amount than that stated herein(“Audited Account B Amount”), then the Audited Account B Amount shall be subtractedfrom the Account B Amount stated herein to determine the difference (“Account BDifference”).  Should the Auditdetermine that the Prior Claims Amount should be a different amount than thatstated herein (“Audited Prior Claims Amount”), then the Audited Prior ClaimsAmount shall be subtracted from the Prior Claims Amount stated herein todetermine the difference (“Prior Claims Difference”).

 

4.3  In the event that Online determines that thecombined amounts of the Account B Difference and the Prior Claims Differencetotal more than Ten Thousand US Dollars (US$10,000.00) (“Threshold Amount”),then the following payment or payments shall be made:

 

(a) if theAccount B Difference is a negative number, Online shall pay to Chong & Tanthe Account B Difference,

 

(b) if theAccount B Difference is a positive number, Chong & Tan shall pay to Onlinethe Account B Difference,

 

(c) if thePrior Claims Difference is a negative number, Online shall calculate thepercentage of the Prior Claims Difference over the stated Prior Claims Amount(“First Percentage”), and Online shall pay to Chong & Tan an amount equalto the First Percentage times the Expense Reimbursement, and

 

(d) if thePrior Claims Difference is a positive number, Online shall calculate thepercentage of the Prior Claims Difference over the stated Prior Claims Amount(“Second Percentage”), and Chong & Tan shall pay to Online an amount equalto the Second Percentage times the Expense Reimbursement

 

**5.  Payment Schedule**

 

5.1  The Parties agree that the above amountsshall be paid from the Singapore Co. Account A bank account to Rejoice EdumediaPte Ltd (“Rejoice”) and Cappi Management Pte Ltd (“Cappi”) immediately upontheir presentation of their respective invoices, according to the followingschedule:

 

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ExpenseReimbursement – To be paid on 13 December 2002, as follows:

 

To Rejoice –US$35,000.00

To Cappi –US$35,000.00

 

Account BAmount – To be paid on 2 January 2003, as follows:

 

To Rejoice – S$43,592.89

To Cappi – S$9,392.89

 

**6. General Provisions**

 

6.1  Relationship of the Parties.** **ThisAgreement does not constitute any Party as the agent or legal representative ofthe other Party for any purpose whatsoever. No Party is granted any express or implied right or authority by anyother Party to assume or to create any obligation or responsibility on behalfof, or in the name of, the other Party, or to bind the other Party in anymanner or thing whatsoever.

 

6.2  Law.** **This Agreement shall be governedby and construed in accordance with The laws of the country where legalproceedings are brought, as provided in Paragraph 6.2, without regard toconflict of laws provisions.

 

6.3  Jurisdiction/Venue.** **Ifany dispute arises out of this Agreement, it is agreed that jurisdiction andvenue for any legal proceedings brought by Licensees, and/or Chong or Tanagainst Online shall lie exclusively in a competent court in the County of SaltLake, Utah, U.S.A.  Jurisdiction andvenue for any legal proceedings brought by Online against Licensees, Chong,Tan, shall lie exclusively in the courts of Singapore.  Licensees and Chong & Tan irrevocablysubmit to the non-exclusive jurisdiction and venue of the courts of Singapore.The existence of legal proceedings between the Parties in one or morejurisdictions shall not preclude the undertaking of legal proceedings in anyother jurisdiction, whether concurrent or not.

 

6.4  Attorneys’ Fees.** **Ifthis Agreement gives rise to a lawsuit or other legal proceeding between any ofthe Parties hereto, the prevailing Party shall be entitled to recover courtcosts, necessary disbursements (including without limitation expert witnesses’fees) and reasonable attorneys’ fees, in addition to any other relief suchParty may be entitled.  This provisionshall be construed as applicable to the entire contract.

 

6.5  Binding on Heirs.  This Agreement shall be binding on and shallinure to the benefit of the heirs, executors, administrators, successors, andassigns of the Parties.

 

6.6  Entire Agreement/Modification. ** **ThisAgreement supersedes any and all other agreements, either oral or in writing,between the Parties hereto with respect to the subject matter hereof, and noother agreement, statement, or promise relating to the subject matter of thisAgreement that is not contained herein shall be valid or binding.  Any modification of this Agreement will beeffective only if it is in writing.

 

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6.7  Assignment.** **Chong & Tan maynot assign any right or interest arising under this Agreement without the priorwritten consent of Online.  Online mayassign any right or interest it has under this Agreement.

 

6.8  Severability.** **If any provision inthis Agreement is held by a court of competent jurisdiction to be invalid,void, or unenforceable, the remaining provisions shall nevertheless continue infull force without being impaired or invalidated in any way.

 

6.9  Waiver. ** **The waiver by any Party of anybreach of a provision of this Agreement by the other Party shall not constitutea continuing waiver or a waiver of any subsequent breach of the same or of adifferent provision of this Agreement. Except as otherwise specifically provided in this Agreement, nothingcontained herein shall be deemed to restrict or prevent any Party fromexercising legal or equitable rights or from pursuing legal or equitableremedies in connection herewith.

 

EffectiveDate:                                                                 

 

IN WITNESSWHEREOF, the Parties hereto have executed this Agreement as of the date firstwritten above.

 

#### **ONLINEINVESTORS ADVANTAGE INCORPORATED**

######  

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

 

 

**Note: Exhibits 1, 2,3 and 4 are attached hereto and initialed by the parties**

 

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