Unassociated Document

 

    SALES
AGENCY AGREEMENT

    
 

    This
SALES AGENCY AGREEMENT (the “Agreement”) is entered into effective as of
September 23, 2010 between Global Investors Services, Inc. a Nevada corporation
with principal offices at 708 3rd Avenue,
6th
Floor, New York, New York (“GISV”) and The Cougar Group (“Cougar”), a Hong Kong
Corporation with its principal offices at St. George’s Building, suite 106, 2
Ice House Street, Hong Kong.

    
 

    WHEREAS, GISV is engaged in
the development, marketing and distribution of various on-line financial
educations services and analysis products;

    


    WHEREAS, Cougar desires to
obtain the exclusive right to market the Products set forth in Exhibit A within specified
geographic areas in Asia listed on Exhibit B;

    


    WHEREAS, GISV desires to
retain the services of Cougar as the exclusive sales agent of the Products in
the Territory.

    


    NOW, THEREFORE, in
consideration of the premises, the mutual covenants contained in this Agreement
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:

    


    
      	
               
      

            	
              1.

            	
              DEFINITIONS

            


    

    


    
      	
               
      

            	
              1.1

            	
              “GISV
      Note T1” shall refer to the promissory notes payable to GISV by Cougar
      associated with the sales targets and share compensation of Tier One
      countries attached hereto as Exhibit
    D.

            


    

    


    
      	
               
      

            	
              1.2

            	
              “GISV
      Note T2” shall refer to the promissory notes payable to GISV by Cougar
      associated with the sales targets and share compensation of Tier Two
      countries attached hereto as Exhibit
    E.

            


    

    


    
      	
               
      

            	
              1.3

            	
              “Products”
      initially shall mean those products listed in Exhibit A attached
      hereto and any such additional products that GISV may create or sell and
      expressly incorporated into Exhibit A in writing by
      GISV.  Cougar shall have the right of first refusal to represent any
      additional product solely in the Territory, including Product upgrades and
      modifications, currently sold or marketed by
  GISV.

            


    

    


    
      	
               
      

            	
              1.4

            	
              “Territory”
      means the geographic areas, both Tier One and Tier Two, listed on Exhibit B
      hereto.

            


    

     

    
      	
               
      

            	
              1.5

            	
              “Tier
      One” countries shall include: South Korea and
  Japan.

            


    

     

    
      	
               
      

            	
              1.6

            	
              “Tier
      Two” countries shall include: China, Australia, Hong Kong, Singapore,
      Philippines, Indonesia, New Zealand, and
India.

            


    

     

      
        

      

    

    
      	
              Sales
      Agency Agreement with GISV

            	
              Page 1

            


    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    
      	
               
      

            	
              2.

            	
              APPOINTMENT
      AND AUTHORITY OF COUGAR

            


    

    


    
      	
               
      

            	
              2.1

            	
              Exclusive Sales
      Agent.  Subject to the terms and conditions herein, GISV
      appoints Cougar as GISV’s exclusive sales agent for the Products in the
      Territory, and Cougar accepts such
appointment.

            


    

    


    
      	
               
      

            	
              2.2

            	
              Independent
      Contractors.  The relationship of GISV and Cougar established
      by this Agreement is that of independent contractor, and nothing contained
      in this Agreement shall be construed to (i) give either party the power to
      direct and control the day-to-day activities of the other, or (ii)
      constitute the parties as partners, joint venture partners, co-owners or
      otherwise as participants in a joint undertaking, or (iii) allow Cougar to
      create or assume any obligation on behalf of GISV for any purpose
      whatsoever.  All financial and other obligations associated with
      Cougar’s business are the sole responsibility of Cougar, Cougar shall be
      responsible for, and shall indemnify and hold GISV free and harmless from,
      any and all claims, damages or lawsuits (including GISV’s attorneys’ fees)
      arising out of the acts of Cougar, its employees or its agents.  GISV
      will not withhold any taxes from any compensation payable to Cougar. 
      It is the sole responsibility of Cougar to pay all withholding taxes, FICA
      taxes, Federal unemployment taxes, and any other Federal or State or local
      taxes, payments, or filings required to be paid, maintained, or
      made.

            


    

     

    
      	
               
      

            	
              3.

            	
              COMPENSATION
      OF COUGAR

            


    

    


    
      	
               
      

            	
              3.1

            	
              Sole Compensation for
      Cougar.  Cougar’s sole compensation under the terms of this
      Agreement shall be an aggregate of 120,000,000 shares of common stock of
      GISV as provided in Exhibit C (the
      “Shares”).  The Shares shall contain the standard restrictive legend
      as required by the Securities Act of 1933, as amended.  Cougar shall
      be required to pay for the Shares by delivering the GISV Note T1 and the
      GISV Note T2 as discussed in Section
3.3.

            


    

    


    
      	
               
      

            	
              3.2

            	
              Payment to
      Cougar.  The Shares shall be subject to all applicable
      governmental laws, regulations and
rulings.

            


    

    


    
      	
               
      

            	
              3.3

            	
              Time
      of Payment.  The Shares shall be issued in consideration of
      the GISV Notes
      T1 in the principal amount of $1,000,000 per country and the GISV
      Notes
      T2 in the principal amount of $1,000,000 per country.  The GISV
      Notes
      T1, for the Shares associated with the Tier One countries, shall have a
      term of six months and accrue interest at a rate of 4% per annum. 
      The GISV Note T2, for the Shares associated with the Tier Two countries,
      shall have a term of Twelve months and accrue interest at a rate of 4% per
      annum.  The Shares shall be released to Cougar from escrow as payment
      under this Agreement upon Cougar’s successful achievement of the revenue
      targets contemplated by Exhibit
      C of this Agreement or the payment of the principal amount of the
      GISV Notes. The Escrow Agreement governing the release of the Shares is
      attached hereto as Exhibit
      F.

            


    

     

    
      
        

      

    

    
      
        	
                Sales
      Agency Agreement with GISV

              	
                Page 2

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    
      	
               
      

            	
              4.

            	
              SALE
      OF THE PRODUCTS

            


    

    


    
      	
               
      

            	
              4.1

            	
              Prices and Terms of
      Sale.  GISV shall provide Cougar with copies of its current
      price lists, its delivery schedules, and its standard terms and conditions
      of sale, as established from time to time.  Cougar shall quote to
      customers only those authorized prices, delivery schedules, and terms and
      conditions, and shall have no authority to quote or offer any discount to
      such prices or change any such terms and conditions, without consent of
      GISV.  GISV may change the prices, delivery schedules, and terms and
      conditions, provided that it gives Cougar at least thirty (30) days prior
      written notice of any changes.  Each order for a Product shall be
      governed by the prices, delivery schedules, and terms and conditions in
      effect at the time the order is accepted, and all quotations by Cougar
      shall contain a statement to that
effect.

            


    

    


    
      	
               
      

            	
              4.2

            	
              Quotations. 
      The parties shall furnish to each other copies of all quotations submitted
      to customers.

            


    

    


    
      	
               
      

            	
              4.3

            	
              Orders. 
      All orders for the Products shall be in writing, and the original shall be
      submitted to GISV.  GISV shall promptly furnish to Cougar
      informational copies of all commissionable orders (explain this) sent by
      customers in the Territory.

            


    

    


    
      	
               
      

            	
              4.4

            	
              Acceptance. 
      All orders obtained by Cougar shall be subject to acceptance by GISV at
      its principal office currently located at the address listed for GISV at
      the beginning of this Agreement, and all quotations by Cougar shall
      contain a statement to that effect.  Cougar shall have no authority
      to make any acceptance or delivery commitments to customers.  GISV
      specifically reserves the right to reject any order or any part thereof
      for any reasonable reason.  GISV shall send copies to Cougar of any
      written acceptance on commissionable
orders.

            


    

    


    
      	
               
      

            	
              4.5

            	
              Credit
      Approval.  GISV shall have the sole right of credit approval
      or credit refusal for its customers in all
  cases.

            


    

    


    
      	
               
      

            	
              4.6

            	
              Collection. 
      It is expressly understood by Cougar that full responsibility for all
      collection rests with GISV, provided, at GISV’s request, Cougar will
      provide reasonable assistance in collection of any accounts
      receivable.

            


    

     

    
      	
               
      

            	
              4.7

            	
              Cougar as
      Reseller.  In the event that Cougar, with the approval of
      GISV, purchases Products from GISV and resells said Products to its own
      customers, Cougar shall have the sole right of credit approval or credit
      refusal for its own customers and full responsibility for all collection
      for such customers rests with
Cougar.

            


    

    


    
      	
               
      

            	
              4.8

            	
              Inquiries from Outside
      the Territory.  Cougar shall promptly submit to GISV, for
      GISV’s attention and handling, the information of all inquiries received
      by Cougar from customers outside the
Territory.

            


    

     

    
      
        

      

    

    
      
        	
                Sales
      Agency Agreement with GISV

              	
                Page
      3

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              5.

            	
              ADDITIONAL
      OBLIGATIONS OF COUGAR

            


    

    


    
      	
               
      

            	
              5.1

            	
              Promotion of the
      Products.  Cougar shall, at its own expense, promote the sale
      of the Products in the Territory.  Cougar may hire or contract with
      sales representatives or services personnel to promote the Products and
      perform the duties hereunder.

            


    

    


    
      	
               
      

            	
              5.2

            	
              Facilities. 
      Cougar shall provide itself with, and be solely responsible for, (i) such
      facilities, employees, and business organization, and (ii) such permits,
      licenses, and  other forms of clearance from governmental or
      regulatory agencies, if any, as it deems necessary for the conduct of its
      business operations in accordance with this
  Agreement.

            


    

    


    
      	
               
      

            	
              5.3

            	
              Customer and Sales
      Reporting.  Cougar shall, at its own expense, and in a manner
      consistent with the sales policies of GISV: (a) provide adequate contact
      with existing and potential customers within the Territory on a regular
      basis; and (b) assist GISV in assessing customer requirements for the
      Products.

            


    

    


    
      	
               
      

            	
              5.4

            	
              Customer
      Service.  Cougar shall diligently assist its customers’
      personnel and clients in using the Products and shall perform such
      additional customer services as good salesmanship requires and as GISV may
      reasonably request.

            


    

    


    
      	
               
      

            	
              5.5

            	
              Telephone Marketing
      and Technical and Sales Support.  Cougar shall provide a
      reasonable level of telephone marketing and technical support to customers
      in the Territories subject to the direction of GISV.  GISV shall use
      it best efforts to support Cougar’s sales and marketing
      activities.

            


    

    


    
      	
               
      

            	
              5.6

            	
              Product
      Complaints.  Cougar shall promptly investigate and monitor all
      customer and/or regulatory complaints and/or correspondence concerning the
      use of the Product in the Territory.  Cougar shall immediately notify
      GISV of all such complaints and/or correspondence in accordance with
      standard procedures.

            


    

    


    
      	
               
      

            	
              5.7

            	
              Expense of Doing
      Business.  Cougar shall bear the entire cost and expense of
      conducting its business in accordance with the terms of this
      Agreement.

            


    

    


    
      	
               
      

            	
              5.8

            	
              Representations. 
      Cougar shall not make any false or misleading representations to customers
      or others regarding GISV or the Products.  Cougar shall not make any
      representations, warranties or guarantees with respect to the
      specifications, features, or capabilities of the Products that are not
      consistent with GISV’s documentation accompanying the Products or GISV’s
      literature describing the Products.  Cougar represents and warrants
      that it is an accredited investor as that term is defined by Regulation D
      as promulgated under the Securities Act of 1933, as
    amended.

            


    

     


      
        

      

    

    
      
        	
                Sales
      Agency Agreement with GISV

              	
                Page
      4

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              6.

            	
              ADDITIONAL
      OBLIGATIONS OF GISV

            


    

    


    
      	
               
      

            	
              6.1

            	
              Training by
      GISV.  Company shall provide sales training to Cougar’s
      personnel at periodic intervals, with the frequency and content of the
      training to be determined by GISV.  When possible, such training
      shall be given via the internet.

            


    

    


    
      	
               
      

            	
              6.2

            	
              Regulatory
      Approvals.  GISV shall be responsible for obtaining any
      regulatory approvals to distribute products and services in various
      international markets.  Cougar will assist in determining regulatory
      framework markets and identify consultants to assist in accomplishing
      approvals.

            


    

    


    
      	
               
      

            	
              6.3

            	
              Materials. 
      Company shall provide Cougar with marketing and technical information
      concerning the Products as well as reasonable quantities of brochures,
      instructional material, advertising literature, demonstration product
      samples and other Product data at no
charge.

            


    

    


    
      	
               
      

            	
              6.4

            	
              Delivery
      Time.  GISV shall use its best efforts to fulfill delivery
      obligations, e.g. issuance of user names and passwords for account
      holders, as committed in
acceptances.

            


    

    


    
      	
               
      

            	
              6.5

            	
              New
      Developments.  GISV shall promptly inform Cougar of new
      product developments relating to the
Products.

            


    

    


    
      	
               
      

            	
              7.

            	
              BOARD OF
      DIRECTORS

            


    

     

    Cougar
will be given the right to immediately propose a candidate to serve as an
interim director on the GISV Board of Directors at the execution of this
Agreement. The proposed director candidate will present his or her
qualifications, business experience and other capabilities to the current Board.
Upon satisfactory review of the qualifications the individual will be placed on
the current board. Cougar understands that at the time of the Annual
Shareholders meeting, all directors will be nominated by the Board of Directors
or appropriate nominating committee and voted for by the
shareholders.

     

    
      	
               
      

            	
              8.

            	
              TRADEMARKS

            


    

    


    During
the term of this Agreement, Cougar shall have the right to indicate to the
public that it is an authorized sales agent of the Products and to advertise
(within the Territory) such Products under the trademarks, marks, and trade
names that the GISV may adopt from time to time (“Trademarks”).  Cougar
shall not alter or remove any Trademark applied to the Products.  Except as
set forth in this Section 8, nothing contained in this Agreement shall grant to
Cougar any right, title or interest in the Trademarks.

     


      
        

      

    

    
      
        	
                Sales
      Agency Agreement with GISV

              	
                Page
      5

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      	
               
      

            	
              9.

            	
              CONFIDENTIAL
      INFORMATION

            


    

    


    Cougar
acknowledges that by reason of its relationship to GISV hereunder it will have
access to certain information and materials concerning GISV’s technology, and
products that are confidential and of substantial value to GISV, which value
would be impaired if such information were disclosed to third parties. 
Cougar agrees that it will not in any way for its own account or the account of
any third party, nor disclose to any third party, any such confidential
information revealed to it in written or other tangible form or orally,
identified as confidential, by GISV without the prior written consent of
GISV.  Cougar shall take every reasonable precaution to protect the
confidentiality of such information.  Upon request by Cougar, GISV shall
advise whether or not it considers any particular information or materials to be
confidential.  In the event of termination of this Agreement, there shall
be no use or disclosure by Cougar of any confidential information of GISV, and
Cougar shall not manufacture or have manufactured any devices, components or
assemblies utilizing any of GISV’s confidential information.  This section
shall not apply to any confidential information which is or becomes generally
known and available in the public domain through no fault of Cougar. 
Cougar hereby agrees that it will not engage in any transaction in the
securities of GISV, whether a private or public sale or purchase or agreement to
enter into a sale or purchase, while it is in possession of material nonpublic
information.

    


    
      	
            	
              10.

            	
              COVENANT
      NOT TO SOLICIT OR COMPETE

            


    

    


    
      	
               
      

            	
              10.1.1

            	
              During
      the period from the date of this Agreement until one (1) year following
      the expiration or termination of this Agreement, Cougar will not directly
      or indirectly:

            


    

    


    
      	
               
      

            	
              10.1.1.1

            	
              Persuade
      or attempt to persuade any person or entity which is or was a customer,
      client or supplier of GISV to cease doing business with GISV, or to reduce
      the amount of business it does with GISV (the terms “customer” and
      “client” as used in this Section 10 to include any potential customer or
      client to whom GISV submitted bids or proposals, or with whom GISV
      conducted negotiations, during the term of Cougar’s engagement hereunder
      or during the twelve (12) months preceding the termination of this
      Agreement or the engagement
hereunder;

            


    

    


    
      	
               
      

            	
              10.1.1.2

            	
              solicit
      for himself or any other person or entity other than GISV the business of
      any person or entity which is a customer or client of GISV, or was a
      customer or client of GISV within one (1) year prior to the termination of
      this Agreement or its engagement
hereunder;

            


    

    


    
      	
               
      

            	
              10.1.1.3

            	
              persuade
      or attempt to persuade any employee of GISV, or any individual who was an
      employee of GISV during the one (1) year period prior to the termination
      of this Agreement, to leave GISV’s employ, or to become employed by any
      person or entity other than the Company;
or

            


    

     


      
        

      

    

    
      
        	
                Sales
      Agency Agreement with GISV

              	
                Page
      6

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    
      	
               
      

            	
              10.1.1.4

            	
              engage
      in any business in the Territory or in the United States whether as an
      officer, director, consultant, partner, guarantor, principal, agent,
      employee, advisor or in any manner, which directly competes with the
      business of GISV as it is engaged in at the time of the termination of
      this Agreement, unless, at the time of such termination or thereafter
      during the period that Cougar is bound by the provisions of this Section
      10, the Company ceases to be engaged in such activity, provided, however,
      that nothing in this Section 10 shall be construed to prohibit Cougar from
      owning an interest of not more than five (5%) percent of any public
      company engaged in such activities

            


    

    


    
      	
               
      

            	
              10.1.2

            	
              Cougar
      acknowledges that the restrictive covenants (the “Restrictive Covenants”)
      contained in Section 10 of this Agreement are a condition of his
      engagement are reasonable and valid in geographical and temporal scope and
      in all other respects. If any court determines that any of the Restrictive
      Covenants, or any part of any of the Restrictive Covenants, is invalid or
      unenforceable, the remainder of the Restrictive Covenants and parts
      thereof shall not thereby be affected and shall remain in full force and
      effect, without regard to the invalid portion. If any court determines
      that any of the Restrictive Covenants, or any part thereof, is invalid or
      unenforceable because of the geographic or temporal scope of such
      provision, such court shall have the power to reduce the geographic or
      temporal scope of such provision, as the case may be, and, in its reduced
      form, such provision shall then be
enforceable.

            


    

    


    
      	
            	
              11.

            	
              INDEMNIFICATION

            


    

    


    GISV
shall be solely responsible for the design, development, supply, production and
performance of its products and the protection of its trade names and
patents.   GISV agrees to indemnify, hold Cougar harmless against and
pay all losses, costs, damages or expenses, whatsoever, including counsel fees,
which Cougar may sustain or incur on account of infringement or alleged
infringements of patents, trademarks or trade names resulting from the sale of
GISV’s products, or arising on account of warranty claims, negligence claims,
product liability claims or similar claims by third parties.  Cougar shall
promptly deliver to GISV any notices or papers served upon it in any proceeding
covered by this Indemnification Agreement, and GISV shall defend such litigation
at its expense.  Cougar shall, however, have the right to participate in
the defense at its own expense unless there is a conflict of interest, in which
case, Cougar shall indemnify GISV for the expenses of such defense including
counsel fees.  GISV shall provide the Cougar with a certificate of
insurance evidencing the Cougar as an additional insured on GISV’s product
liability insurance policy.  This provision shall survive and remain in
full force and effect after the termination of this Agreement.

     


      
        

      

    

    
      
        	
                Sales
      Agency Agreement with GISV

              	
                Page 7

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    
      	
            	
              12.

            	
              TERM
      AND TERMINATION

            


    

    


    
      	
               
      

            	
              12.1

            	
              Term. 
      This Agreement shall continue in full force and effect for a period of
      five years from the date above, unless terminated earlier under the
      provisions of this Agreement.  Thereafter, this Agreement shall be
      renewed automatically for successive additional three year terms under the
      same terms and conditions unless either party chooses not to continue the
      relationship and provides written notice 90 days prior to the natural
      expiration of the existing five-year
term.

            


    

    


    
      	
               
      

            	
              12.2

            	
              Termination. 
      This Agreement may be terminated as
follows:

            


    

    
      	
               
      

            	
              12.2.1

            	
              By
      either party if the other party becomes insolvent or bankrupt, or files a
      voluntary petition in bankruptcy, or has had filed for an involuntary
      petition in bankruptcy (unless such involuntary petition is withdrawn or
      dismissed within ten days after filing) in which event termination may be
      immediate upon notice; or

            


    

    
      	
               
      

            	
              12.2.2

            	
              By
      either party if the other party fails to cure any breach of a material
      covenant, commitment or obligation under this Agreement, within 45 days
      after receipt of written notice specifically setting forth the breach from
      the other party; or

            


    

    
      	
               
      

            	
              12.2.3

            	
              By
      either party if the other party is convicted or pleads to a crime or an
      act of fraud that materially impacts on its performance or its fiduciary
      duties hereunder, in which event termination may be immediate upon
      notice.

            


    

    
      	
               
      

            	
              12.2.4

            	
              By
      GISV if Cougar does not reach the required sales goals as set forth in
      Section 3 of the Agreement.

            


    

    


    
      	
               
      

            	
              12.3

            	
              Return of
      Materials.  All Confidential Information and other property
      belonging to GISV shall remain the property of GISV and will be
      immediately returned by Cougar upon termination.  Cougar shall not
      make or retain any copies of any Confidential Information that may have
      been entrusted to it.

            


    

     

    
      	
            	
              13.

            	
              MISCELLANEOUS

            


    

    


    
      	
               
      

            	
              13.1

            	
              Notices. 
      Any notice required or permitted by this Agreement shall be in
      writing and shall be sent by prepaid registered or certified mail, return
      receipt requested, addressed to the other party at the addresses shown
      below or at such other address for which such party gives notice
      hereunder.  Such notice shall be deemed to have been given three (3)
      days after deposit in the mail.

            


    

     

    
      
        
          	
                  If
      to GISV:

                	
                  Global
      Investor Services, Inc.

                	 
      
	 
      	
                  Attn:
      Mr. Nicholas S. Maturo

                	 
      
	 
      	
                  708
      3rd
      Avenue

                	 
      
	 
      	
                  6th
      Floor

                	 
      
	 
      	
                  New
      York, New York 10017 USA

                	 
      
	
                  Email:

                	
                  nick@gisvonline.com

                	 
      
	
                  Facsimile:

                	
                  +1-212-227-6462

                	 
      


        

      

    

     


      
        

      

    

    
      
        	
                Sales
      Agency Agreement with GISV

              	
                Page 8

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    
      
        	
                If
      to Cougar:

              	
                The
      Cougar Group

              	 
      
	 
      	
                Attn:
      Mr. David C. Fender

              	 
      
	 
      	
                7-13-9
      Ooi, Shinagawa-ku

              	 
      
	 
      	
                Tokyo,
      Japan 140-0014

              	 
      
	
                Email:

              	
                jpndcf@tkg.att.ne.jp

              	 
      
	
                Facsimile:

              	
                +81-3-3776-2482

              	 
      


      

    

    


    
      	
               
      

            	
              13.2

            	
              Assignment. 
      The parties may not assign or transfer this Agreement or any of its
      rights and obligations under this Agreement without prior written consent
      of the other party, which shall not be unreasonably withheld.  This
      Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their successors and assigns including purchasers of their
      assets constituting a bulk sale pursuant to the provisions of the “Uniform
      Commercial Code.”

            


    

    


    
      	
               
      

            	
              13.3

            	
              Compliance with
      Law.  GISV and Cougar agree that they will comply with all
      governmental laws, regulations and requirements applicable to the duties
      conducted hereunder and applicable devices, including, without limitation,
      the federal laws and similar laws.  The parties represent and warrant
      that they shall have in effect and at all times during the Initial Term
      and any Renewal Terms of this Agreement all licenses, permits, and
      authorizations from all federal, state and local authorities necessary to
      the performance of their obligations under this
  Agreement.

            


    

    


    
      	
               
      

            	
              13.4

            	
              Property
      Rights.  Cougar agrees that GISV owns all right, title, and
      interest in the product lines that include the Products and in all of
      Company’s patents, trademarks, trade names, inventions, copyrights,
      know-how, and trade secrets relating to the design, manufacture, operation
      or service of the Products.  The use by Representative of any of
      these property rights is authorized only for the purpose herein set forth,
      and upon termination of this Agreement for any reason such authorization
      shall cease.

            


    

    


    
      	
               
      

            	
              13.5

            	
              Waiver and
      Delay. No
      waiver by either Party of any breach or default in performance by the
      other Party, and no failure, refusal or neglect of either Party to
      exercise any right, power or option given to it hereunder or to insist
      upon strict compliance with or performance of the other Party’s
      obligations under this Agreement, shall constitute a waiver of the
      provisions of this Agreement with respect to any subsequent breach thereof
      or a waiver by either Party of its right at any time thereafter to require
      exact and strict compliance with the provisions
  thereof.

            


    

    


    
      	
               
      

            	
              13.6

            	
              Force Majeure.
      A Party shall not be responsible for failure to perform hereunder due to
      force majeure, which shall include, but not be limited to: fires, floods,
      riots, strikes, labor disputes, freight embargoes or transportation
      delays, shortage of labor, inability to secure fuel, material, supplies,
      equipment or power at reasonable prices or on account of shortage thereof,
      acts of God or of the public enemy, war, terrorist activities or civil
      disturbances, any existing or future laws, rules, regulations or acts of
      any government (including any orders, rules or regulations issued by any
      official or agency or such government) affecting a Party that would delay
      or prohibit performance hereunder, or any cause beyond the reasonable
      control of a Party. If an event of force majeure should occur, the
      affected Party shall promptly give notice thereof to the other Party and
      such affected Party shall use its commercially reasonable efforts to cure
      or correct any such event of force
majeure.

            


    

     


      
        

      

    

    
      
        	
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              13.7

            	
              Governing Law;
      Jurisdiction.   This Agreement shall be construed under
      and governed by the laws of the State of New York without regard to its
      conflicts of laws.  The parties agree that the jurisdiction and venue
      of any legal suit, action or proceeding arising out of or relating to this
      Agreement shall be in a federal or state court in the State of New
      York.

            


    

     

    
      	
               
      

            	
              13.8

            	
              Dispute
      Resolution. Any dispute or difference which may arise between the
      Parties at any time hereafter, whether during the continuance in force of
      this Agreement or upon or after its termination, touching any matter or
      thing herein contained or the operation or construction of this Agreement
      or any matter or thing in any way connected with, arising from or in
      relation to this Agreement or the rights, duties or liabilities of the
      Parties hereunder shall be finally settled by arbitration in accordance
      with Arbitration Rules of the American Arbitration Association
      (“AAA”).

            


    

     

    
      	
               
      

            	
              13.8.1

            	
              A
      reference to arbitration shall be to three (3) arbitrators, all of whom
      are judges or retired judges.

            


    

    


    
      	
               
      

            	
              13.8.2

            	
              (b)
      The arbitration shall be held in New York, New York, United States of
      America, and the language to be used in the arbitral proceedings shall be
      English.

            


    

    


    
      	
               
      

            	
              13.8.3

            	
              (c)
      Pending the commencement of the arbitral proceedings, either Party may
      apply, to the courts in New York (which shall have exclusive jurisdiction)
      for the grant of interim injunctions and orders for the protection and
      preservation of property subject of or relating to this Agreement. For the
      purposes of this Section 13 and as provided in the Arbitration Rules of
      the AAA, arbitral proceedings shall be deemed to commence on the date when
      the administrator of the AAA receives notice of arbitration from the Party
      initiating the arbitration.

            


    

    


    
      	
               
      

            	
              13.9

            	
              Counterparts, Headings
      and Interpretation. This Agreement shall be executed in duplicate
      but shall not be binding upon GISV until a copy, signed by Cougar, is
      executed by Cougar. This Agreement is entered into in the English
      language. Should a translation of this Agreement into any other language
      be required or desired for any reason, it is understood that in all
      matters involving the interpretation of this Agreement, the English text
      shall govern. Unless the context of this Agreement otherwise requires, (i)
      words of any gender include each other gender; (ii) words using the
      singular or plural number also include the plural or singular number,
      respectively; (iii) the terms “hereof,” “herein,” “hereby,” and derivative
      or similar words refer to this entire Agreement; (iv) the terms “Article”
      and “Section” refer to the specified Article and Section of this
      Agreement, and (v) the terms “include,” “includes,” or “including” shall
      be deemed to be followed by the words “without limitation” unless
      otherwise indicated. Whenever this Agreement refers to a number of days,
      unless otherwise specified, such number shall refer to calendar days. The
      headings in this Agreement are for reference purposes only and shall not
      affect in any way the meaning or interpretation of this
      Agreement.

            


    

     


      
        

      

    

    
      
        	
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              13.10

            	
              Third Party
      Rights. Nothing in this Agreement shall be deemed to create any
      third party beneficiary rights in or on behalf of any other
      person.

            


    

    


    
      	
            	
              13.11

            	
              Expenses. 
      Each Party shall pay all of its own fees and expenses (including all
      legal, accounting and other advisory fees) incurred in connection with the
      negotiation and execution of this Agreement and the arrangements
      contemplated hereby.

            


    

    


    
      	
            	
              13.12

            	
              Public
      Announcements. No public announcement, news release, statement,
      publication, or presentation relating to the existence of this Agreement,
      the subject matter hereof, or either party's performance hereunder will be
      made without the other party's prior written approval unless GISV is
      required to release such information or agreement in accordance with
      securities laws of the United
States.

            


    

    


    
      	
            	
              13.13

            	
              Integrated
      Contract. This Agreement together with the document and agreements
      referred to herein constitutes the entire agreement between the Parties
      relating to the subject matter hereof and supersedes all prior or
      contemporaneous negotiations, representations, agreements and
      understandings (both oral and written) of the
  Parties.

            


    

    


    
      	
            	
              13.14

            	
              Applicability of
      Post-effective Laws. The Parties agree that neither the Vienna
      Convention on the International Sale of Goods nor any such similar law,
      treaty or act that becomes effective during the term of this Agreement
      shall be applicable to this Agreement or the transactions contemplated
      hereunder.

            


    

    


    
      	
            	
              13.15

            	
              Severability. 
      If any provision(s) of this agreement shall be held invalid, illegal or
      unenforceable by a court of competent jurisdiction, the remainder of the
      Agreement shall be valid and enforceable and the parties shall negotiate
      in good faith a substitute, valid and enforceable provision which most
      nearly affects the parties’ intent in entering into this
      Agreement.

            


    

    


    
      	
            	
              13.16

            	
              Modification:
      Waiver.  This Agreement may not be altered, amended or
      modified in any way except by a writing signed by both parties.  The
      failure of a party to enforce any provision of the Agreement shall not be
      construed to be a waiver of the right of such party to thereafter enforce
      that provision or any other provision or
right.

            


    

    


    
      	
            	
              13.17

            	
              Entire
      Agreement.  This Agreement and the exhibits hereto represent
      and constitute the entire agreement between the parties, and supersede and
      merge all prior negotiations, agreements and understandings, oral or
      written, with respect to any and all matters between Cougar and
      GISV.

            


    

    


    
      	
            	
              13.18

            	
              Modifications and
      Amendments. No supplement, modification or amendment of this
      Agreement shall be binding unless it is in writing and executed by both of
      the Parties.

            


    

     


      
        

      

    

    
      
        	
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              13.19

            	
              Counterparts. 
      This Agreement may be executed in two or more counterparts, each of which
      shall be deemed an original and all of which together shall constitute one
      instrument.

            


    

    


    SIGNATURES

    
 

    
      
        	
                Global
      Investors Services, Inc.

              	
                The
      Cougar Group

              
	 
      	 
      
	
                /s/
      Nicholas Maturo

              	
                /s/
      David C. Fender

              
	 
      	 
      
	
                By:
      Nicholas Maturo

              	
                By:  David
      C. Fender

              
	 
      	 
      
	
                Title
      President, CEO

              	
                Title:
      CEO

              
	 
      	 
      
	
                Date:
      September 23, 2010

              	
                Date:
      September 22, 2010

              


      

    

     


      
        

      

    

    
      
        	
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    EXHIBIT
A

    


    PRODUCTS

    


    From
InvestView Division: search tools and trading indicators, newsletters, live
trading room, coaching programs.

    


    From
Razor Data Division: financial information delivery.

    
       

      
        

      

    

    
      
        	
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    EXHIBIT
B:

    TERRITORY

    


    As per
this Agreement, the term “Territory” shall be defined as follows:

    


    
      	
               
      

            	
              ·

            	
              TIER
  ONE:

            


    

    
      	
               
      

            	
              o

            	
              South
      Korea

            


    

    
      	
               
      

            	
              o

            	
              Japan

            


    

    


    
      	
               
      

            	
              ·

            	
              TIER
  TWO:

            


    

    
      	
               
      

            	
              o

            	
              China

            


    

    
      	
               
      

            	
              o

            	
              Australia

            


    

    
      	
               
      

            	
              o

            	
              Hong
      Kong

            


    

    
      	
               
      

            	
              o

            	
              Singapore

            


    

    
      	
               
      

            	
              o

            	
              Philippines

            


    

    
      	
               
      

            	
              o

            	
              Indonesia

            


    

    
      	
               
      

            	
              o

            	
              New
      Zealand

            


    

    
      	
               
      

            	
              o

            	
              India

            


    

     


      
        

      

    

    
      
        	
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    EXHIBIT
C:

    COMPENSATION
SCHEDULE

    
 

    TIER
ONE:

    


    SOUTH
KOREA:

    


    
      
        
          
            
              
                
                  	
                          Revenue Target

                        	 	 	
                          No. of Shares to be

                          Delivered (cumulative)

                        	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	10,000,000	 
	$	750,000	 	 	 	15,000,000	 
	$	1,000,000	 	 	 	20,000,000	 


                

              

            

          

        

      

    

    
 

    JAPAN:

    


    
      
        
          
            
              	
                      Revenue Target

                    	 	 	
                      No. of Shares to be

                      Delivered (cumulative)

                    	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	10,000,000	 
	$	750,000	 	 	 	15,000,000	 
	$	1,000,000	 	 	 	20,000,000	 


            

          

        

      

    

    


    TIER
TWO:

    


    CHINA:

    


    
      
        
          
            
              	
                      Revenue Target

                    	 	 	
                      No. of Shares to be

                      Delivered (cumulative)

                    	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	7,000,000	 
	$	750,000	 	 	 	9,000,000	 
	$	1,000,000	 	 	 	10,000,000	 


            

          

        

      

    

    


    AUSTRALIA:

    


    
      
        
          
            
              	
                      Revenue Target

                    	 	 	
                      No. of Shares to be

                      Delivered (cumulative)

                    	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	7,000,000	 
	$	750,000	 	 	 	9,000,000	 
	$	1,000,000	 	 	 	10,000,000	 


            

          

        

      

    

    
       

      
        

      

    

    
      
        
          	
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    HONG
KONG:

    


    
      
        
          
            
              	
                      Revenue Target

                    	 	 	
                      No. of Shares to be

                      Delivered (cumulative)

                    	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	7,000,000	 
	$	750,000	 	 	 	9,000,000	 
	$	1,000,000	 	 	 	10,000,000	 


            

          

        

      

    

    


    SINGAPORE:

    


    
      
        
          
            
              	
                      Revenue Target

                    	 	 	
                      No. of Shares to be

                      Delivered (cumulative)

                    	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	7,000,000	 
	$	750,000	 	 	 	9,000,000	 
	$	1,000,000	 	 	 	10,000,000	 


            

          

        

      

    

    


    PHILIPPINES:

    


    
      
        
          
            
              	
                      Revenue Target

                    	 	 	
                      No. of Shares to be

                      Delivered (cumulative)

                    	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	7,000,000	 
	$	750,000	 	 	 	9,000,000	 
	$	1,000,000	 	 	 	10,000,000	 


            

          

        

      

    

    


    INDONESIA:

    


    
      
        
          
            
              	
                      Revenue Target

                    	 	 	
                      No. of Shares to be

                      Delivered (cumulative)

                    	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	7,000,000	 
	$	750,000	 	 	 	9,000,000	 
	$	1,000,000	 	 	 	10,000,000	 


            

          

        

      

    

    


    NEW
ZEALAND:

    


    
      
        
          
            
              	
                      Revenue Target

                    	 	 	
                      No. of Shares to be

                      Delivered (cumulative)

                    	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	7,000,000	 
	$	750,000	 	 	 	9,000,000	 
	$	1,000,000	 	 	 	10,000,000	 


            

          

        

      

    

     


      
        

      

    

    
      
        
          	
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    INDIA:

    


    
      
        
          
            
              	
                      Revenue Target

                    	 	 	
                      No. of Shares to be

                      Delivered (cumulative)

                    	 
	$	250,000	 	 	 	5,000,000	 
	$	500,000	 	 	 	7,000,000	 
	$	750,000	 	 	 	9,000,000	 
	$	1,000,000	 	 	 	10,000,000	 


            

          

        

      

    

    
      
         

        
          

        

      

      
        
          	
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    EXHIBIT
D:

    GISV
Note T1

    


    See
Exhibit 10.2 attached to the Form 8k

     


      
        

      

    

    
      
        	
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    EXHIBIT
E:

    GISV
Note T2

    
 

    See
Exhibit 10.3 attached to the Form 8k

     


      
        

      

    

    
      
        	
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    EXHIBIT
F:

    ESCROW
AGREEMENT

    


    See
Exhibit 10.5 attached to the Form 8k

     


      
        

      

    

    
      
        	
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