Exhibit 10.35


 


TRANSITION SETTLEMENT AGREEMENT


 


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


(1)   Online Investors Advantage
Incorporated , a Utah corporation, located at 5252 North Edgewood Drive, Suite
325, Provo, Utah 84604 (“Online”);


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


(3)   Eric Lip Meng Tan, an
individual, whose Singapore passport number is S1349197I and is residing at 279
Balestier Road #07-07, Balestier Point, Singapore 329727 (“Tan”) (hereinafter
the 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 Kong
Limited, a Hong Kong company, having a business address.of 29th
Floor, Wing On Centre, 111 Connaught Road Central, Hong Kong, China 766698
(“Hong Kong Co.”), the Singapore Co. and the Hong Kong Co. being referred to
herein 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 and
Collaboration Agreement,” effective August 1, 2002, defining their relationship
with 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 previously
defining their relationship, entitled “Joint Venture Agreement” dated September
27, 2001.


 


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


 


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


 


1.  Transition Expenses, Accounts Payable,
Assets


 


1.1  The Parties acknowledge that a prior
agreement between Online and Chong & Tan, namely the prior Joint Venture
Agreement previously effective on September 27, 2001, was terminated by a
notice letter from Online to Chong & Tan, effective August 1, 2002 (“Prior
Agreement”).  Although the Effective
Date of the present Agreement is August 1, 2002, Licensees and possibly Chong
& Tan will have incurred expenses and disbursed payments (“Transition
Expenditures”) during the period between August 1, 2002 and the Effective Date
given below.


 


1

















 


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


 


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


 


1.4   The Parties agree that the a correct
Summary 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/or
Chong & Tan have claimed that Online should reimburse them for all unpaid
costs, charges, reimbursements, or other monies or funds that occurred prior to
termination of the prior Joint Venture Agreement and that are owed or claimed
to be owed to Licensees or to Chong & Tan, or made by any other person or
entity, individually or collectively, in the amount of One Hundred and Four
Thousand US Dollars (US$104,936.12) as documented in Exhibit 4, an
expense summary email message, with its five attachments, attached hereto and
incorporated herein. (collectively the “Prior Claims”).


 


2.2  Upon the execution of this Agreement by all
Parties, Online shall pay Licensees together in full settlement for all such
Prior 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 of
this Expense Reimbursement shall be in full settlement for any such Prior
Claims, except to the extent that differences are determined by the Audit
described in Section 4, herein.


 


2.3  Conditional upon payment of the Expense
Reimbursement to License, the Licensees, and Chong & Tan do hereby release
Online 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 in
Section 4, herein.


 


3. 
Account B Settlement


 


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


 


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


 


2

















 


4. 
Audit


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.  Payment Schedule


 


5.1  The Parties agree that the above amounts
shall be paid from the Singapore Co. Account A bank account to Rejoice Edumedia
Pte Ltd (“Rejoice”) and Cappi Management Pte Ltd (“Cappi”) immediately upon
their presentation of their respective invoices, according to the following
schedule:


 


3

















 


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


 


To Rejoice –
US$35,000.00


To Cappi –
US$35,000.00


 


Account B
Amount – 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.  This
Agreement does not constitute any Party as the agent or legal representative of
the other Party for any purpose whatsoever. 
No Party is granted any express or implied right or authority by any
other Party to assume or to create any obligation or responsibility on behalf
of, or in the name of, the other Party, or to bind the other Party in any
manner or thing whatsoever.


 


6.2  Law.  This Agreement shall be governed
by and construed in accordance with The laws of the country where legal
proceedings are brought, as provided in Paragraph 6.2, without regard to
conflict of laws provisions.


 


6.3  Jurisdiction/Venue.  If
any dispute arises out of this Agreement, it is agreed that jurisdiction and
venue for any legal proceedings brought by Licensees, and/or Chong or Tan
against Online shall lie exclusively in a competent court in the County of Salt
Lake, Utah, U.S.A.  Jurisdiction and
venue for any legal proceedings brought by Online against Licensees, Chong,
Tan, shall lie exclusively in the courts of Singapore.  Licensees and Chong & Tan irrevocably
submit to the non-exclusive jurisdiction and venue of the courts of Singapore.
The existence of legal proceedings between the Parties in one or more
jurisdictions shall not preclude the undertaking of legal proceedings in any
other jurisdiction, whether concurrent or not.


 


6.4  Attorneys’ Fees.  If
this Agreement gives rise to a lawsuit or other legal proceeding between any of
the Parties hereto, the prevailing Party shall be entitled to recover court
costs, necessary disbursements (including without limitation expert witnesses’
fees) and reasonable attorneys’ fees, in addition to any other relief such
Party may be entitled.  This provision
shall be construed as applicable to the entire contract.


 


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


 


6.6  Entire Agreement/Modification.  This
Agreement supersedes any and all other agreements, either oral or in writing,
between the Parties hereto with respect to the subject matter hereof, and no
other agreement, statement, or promise relating to the subject matter of this
Agreement that is not contained herein shall be valid or binding.  Any modification of this Agreement will be
effective only if it is in writing.


 


4

















 


6.7  Assignment.  Chong & Tan may
not assign any right or interest arising under this Agreement without the prior
written consent of Online.  Online may
assign any right or interest it has under this Agreement.


 


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


 


6.9  Waiver.  The waiver by any Party of any
breach of a provision of this Agreement by the other Party shall not constitute
a continuing waiver or a waiver of any subsequent breach of the same or of a
different provision of this Agreement. 
Except as otherwise specifically provided in this Agreement, nothing
contained herein shall be deemed to restrict or prevent any Party from
exercising legal or equitable rights or from pursuing legal or equitable
remedies in connection herewith.


 


Effective
Date:                                                                 


 


IN WITNESS
WHEREOF, the Parties hereto have executed this Agreement as of the date first
written above.


 


ONLINE
INVESTORS 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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