Exhibit
10.36


 


LICENSE
AND COLLABORATION AGREEMENT


 


This license and collaboration Agreement (“Agreement”)
is made effective as of August 1, 2002 (“Effective Date”), 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)    Rejoice
Edumedia Pte. Ltd., a Singapore entity having a business address at  545 Orchard Road #09-01, Singapore 238882
(“Rejoice”) ;


(5)    Cappi
Management Pte. Ltd., a Singapore entity having a business address at 279
Balestier Road #07-07, Balestier Point, Singapore 329727 (“Cappi”)


(6)    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


(7)    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, Online provides in-depth consumer
training via workshops, home study, and online subscriptions in optimum use of
Internet investment and financial management tools and services; and,


 


B.                                    WHEREAS, Rejoice, Cappi, Chong & Tan
have agreed to work to expand Online’s business in the Asian marketplace,
including the performance of marketing services, the distribution of the Online
materials and holding of previews and workshops initially in Singapore,
Malaysia, Brunei and Hong Kong;


 


C.                                    WHEREAS, Rejoice, Cappi, Online and Chong
& Tan have combined their resources, expertise and capital for the sole
purpose of  introducing and developing
the above-mentioned Online business in the marketplace stated above; and


 


D.                                    WHEREAS, the Parties are desirous to define
the terms of the collaboration between Online, Rejoice, Cappi and Chong &
Tan and to provide for a license from Online to the Licensees with the rights
and authorization necessary for it to carry out their purpose;


 


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NOW,
THEREFORE, the Parties to this Agreement do hereby agree to
the following terms and conditions: with effect from August 1, 2002:


 


Article 1.


 


Certain
Definitions


 


1.1                               For the purpose of this
Agreement, the terms defined in this Article 1, shall have the meanings set out
below. All capitalized terms not defined in this Article 1, shall have the
meanings ascribed to them in other parts of this Agreement.


 


1.2                               “Agreement” shall
refer to this License and Collaboration Agreement.


 


1.3                               “Online” shall mean Online Investors
Advantage, Inc., a Utah corporation, a wholly owned subsidiary of INVESTools Inc. through an intermediate parent,
ZiaSun Technologies, Inc.


 


1.4                               “Chong & Tan” shall mean Hon Leong
Chong, an individual, and Eric Lip Meng Tan, an individual, collectively and
individually.


 


1.5                               “Singapore Co.” shall mean Investools Asia
Pacific Pte. Ltd. , a Singapore company that has been formed by Online and Chong & Tan and is a
wholly-owned subsidiary of Online.


 


1.6                               “Hong Kong Co.” shall mean Investools Hong
Kong Limited, a Hong Kong company that has been formed as a wholly-owned
subsidiary of Online.


 


1.7                               “Territory” shall mean the countries of
Singapore, Malaysia, Brunei and Hong


Kong.


 


1.8                               “Profits” shall mean Revenues collected
from all sales of the Licensees, less all Licensees Expenses incurred by the Licensees.


 


1.9                               “Revenues” shall mean all the monies earned
and collected, including VAT and Goods and Services taxes, by the Licensees
from the sales of Products in the Territory covered by this Agreement and
outside the Territory only with Online’s prior consent .


 


1.10                        “Accounting” shall
mean a complete record of all the financial transactions, accompanying
spreadsheets, and records and these shall be prepared and maintained by the
management teams of the Licensees in accordance with generally accepted
accounting principles in the United States of America.


 


1.11                        “Account A” shall mean the Citibank accounts set up in the name of each of
the Licensees which requires at least one signatory from Online and one
signatory from Chong & Tan, as provided in Exhibit 3.7.1 attached to this
Agreement, before any monies can be transferred out of this account.


 


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1.12                        “Account B” shall mean the Citibank accounts set up in the
name of each of the Licensees to which any two signatories from either Online
and/or Chong & Tan, as provided in Exhibit 3.7.2 attached to this
Agreement, may sign for any banking transaction.


 


1.13                        “Licensees’ Expenses” shall mean all
expenses incurred by each of the Licensees, including but not limited
to the Licensees’ salaries and staff related expenses, all travel and
transportation expenses, office rental, office equipment and fixture
maintenance, amortization and depreciation charges, telecommunication expenses,
utilities charges and auditing/accounting expenses, and marketing and
fulfillment costs and all payments to Online, such as license fees, payments
for preview speakers, closers, workshop instructors and hosts, and payments for
access to Online’s website for customers, clients and participants, payments to
call centers, advertising/media companies, hotel and materials expenses, all
taxes, including value added taxes, and goods and services taxes, fees, duties
and other charges incurred by the Licensees.


 


1.14                      “Workshop” shall mean the one (1) or two
(2) day online investing workshops given by on-site instructors for the purpose
of providing training in online research and analysis of corporate stocks and
public stock markets including six-months free Online Website Access.


 


1.15                        “Public Workshop” shall mean a Workshop
that is marketed and provided to the general public with the assistance of
Online, is conducted by an instructor, usually provided by Online (“Public
Instructor”) and always includes a free preview meeting (“Preview”) conducted
by a speaker provided by Online (“Speaker”).


 


1.16                        Private Workshop” shall mean a Workshop that is marketed and
provided  solely by Licensees to the
public or other groups and is conducted by an instructor certified by Online
but furnished by Licensees (“Private Instructor”).


 


1.17                        “Home Study Program” shall mean a one day
or two-day home study program for the purpose of providing training in online
research and analysis of corporate stocks and public stock markets involving:
(1) the following materials: a set of VCD, workbooks and other publications
providing a self-study investing course, and (2) six-month free Online Website
Access, for which customers pay a set price established by Online.


 


1.18                        “Products”
shall mean all Workshops and Home Study Programs, as defined herein, as well as
other investment and financial management tools and services, that may be
provided by Online in the future to be included under the provisions of this
Agreement, in the sole discretion of Online.


 


1.19                        “Shareholders” shall mean the owners of
shares of the Licensees, as stated in paragraph 3.3.2.


 


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1.20                        “Online Website Access” shall mean access
by subscription to Online’s website provided for customers to use to research
and analyze stocks and the stock markets.


 


1.21                        “Online’s
Business” shall mean the
marketing, sale and presentation of Online’s Workshops and Home Study Materials
and the providing of Online Website Access, as well as other investment and
financial management tools and services, that may be provided by Online in the
future to be sold in connection with this Agreement.


 


1.22                        “Licensees’
Business” shall mean the business
of facilitating the growth and development of Online’s Business in the
Territory.


 


1.23                        “Masters” shall mean the Master Advertising Materials, Master
Participant Materials and Master Home Study Materials, all as described in
Section 5.


 


1.24                        “Trademarks” shall mean the trademarks, domain names and trade
names “INVESTools.”, “Investortoolbox” and/or “Online Investors Advantage,”
alone or with other words.  “Trademarks”
shall also include any Online rights to use trademarks of others collaborating
with Online in Co-brand Marketing of the Products, as described in Paragraph
4.1.6, including but not limited to any trademarks used in Co-brand Marketing
with Business Week and CNBC.


 


1.25                        “Intellectual Property” shall mean all of Online’s
intellectual property associated with this Agreement, including but not limited
to the (1)Trademarks, (2) copyrights and concepts embodied in the Masters, (3)
all intellectual property included in the Online Website Access, (4) all
software, records, data and information regarding the business, customers,
operations and planning of the Licensees, including but not limited to
identification, sales and lead information regarding customers and potential
customers.


 


1.26                        “Rejoice”  shall mean a
Singapore entity established by Chong having a name and address given on the
signature page below.


 


1.27                        “Cappi”  shall mean a
Singapore entity established by Tan having a name and address given on the
signature page below.


 


Article
2.


 


Formation
of Licensees and Subsidiaries


 


2.1                               Name and Documentation of the Licensees.  The name of the Singapore Co. is Investools
Asia Pacific Pte. Ltd., a Singapore company.   
The name of the Hong Kong Co. is Investools Hong Kong Limited   Copies of the original formation documents
for the Licensees as filed, and papers documenting any and all subsequent
modifications of the Licensees (the “Licensee Papers”)  have been provided by Chong & Tan to Online.  Chong & Tan hereby represent and warrant


 


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that said Licensee Papers provided to Online are
complete and accurate in all respects.


 


2.2                               Purposes of Licensees.  The purposes of the Licensees are:


 


2.2.1                        To provide
a mechanism to enable Online and Chong & Tan to pool their resources,
expertise and capital to conduct the Licensees’ Business in the Territory.


 


2.2.2                        To obtain
the licenses and authorizations herein from Online to conduct the Licensees’
Business in the Territory according to its stated Purpose.


 


2.3                               Ownership Interest, Subsidiaries.


 


2.3.1                        The ownership of each of the Licensees is 100% owned by
Online.  The Parties understand that the
previous ownership of the Singapore Co. has been 75% to Online and 25% to Chong
& Tan together, and the previous ownership of the Hong Kong Co. has been
100% owned by the Singapore Co. Online shall reimburse Chong & Tan,
together in compensation for their previous ownership in Licensees, the
following, to be divided between Chong & Tan as they decide, (1) Twenty
Five Thousand and Two Singapore Dollars (S$25,002.00) and (2) Seventy Thousand
(70,000) shares in INVESTools Inc..  All
corporate documents of Licensees shall be immediately modified and any other
legal action shall be taken, at the sole discretion of Online, to effect a
change in ownership, whereby the Licensees are each a wholly-owned subsidiary
of Online.


 


2.3.2                        The
Parties agree that additional companies subsidiary to Online (“Subsidiaries”)
may be established, revised and/or dissolved within the Territory, only with a
prior written Board resolution, as described herein.  Each Subsidiary shall be wholly-owned by Online and shall sign an
addendum making it subject to all of the provisions of this Agreement as  a Licensee.


 


2.4                                 Exclusive Relationship, No Circumvention.


 


2.4.1                        It is
expressly acknowledged and agreed to by the Parties that all opportunities in
the Territory to provide business in the nature of the Licensees’ Business as
described above, that comes to the attention of, has been identified by and/or
has been reviewed by either Online, the Licensees, Rejoice, Cappi or Chong
& Tan, individually or collectively, shall be referred to the Licensees and
shall be included in this Agreement.  As
such, notwithstanding the nature of the opportunity, or the entity and/or
individuals who actually discover the opportunity, the Parties shall be
required to pursue the opportunity only through the Licensees.


 


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2.4.2                        In no
event, shall any of the Parties attempt to circumvent a relationship between
the Licensees and a customer or client (“Customer Relationship”), whether for
the purpose of personal gain, to convert the Customer Relationship to a
personal relationship with the customer or client, or to provide the Customer
Relationship to another person or entity.


 


2.4.3                        Pursuant to Article 6.4 the Licensees, Rejoice, Cappi
and/or Chong & Tan agree that they shall not, individually or collectively,
establish or operate a business or entity that is competitive with or conducts
the same or similar business to the Licensees’ Business, in or outside of the
Territory.


 


Article
3.


 


Structure
and Operation of the Licensees


 


3.1                             Governance of the Licensees


 


3.1.1                        Chong & Tan are responsible
for the role of resident executive director.


 


3.1.2                        The
composition of each of the Licensees’ Board of Directors (the “Board”) shall
initially be comprised of three (3) members, also referred to as Directors, and
is to be filled as follows:


 


3.1.2.1               Online shall fill
Two (2) seats, including the positions of the Chairman and the Secretary of the
Board.


 


3.1.2.2               Chong & Tan shall decide which of
them will fill only One (1) director seat on the Board. The person not selected
to fill said one director seat shall be appointed as an alternate director to
act for the selected director and to attend meetings and vote only in the
absence of the selected director.  The
alternate director shall not have any additional voting powers or rights,
except in place of and in substitution for the selected director for whom he is
appointed as alternative director.  An
alternative director shall ipso facto vacate office if the director for whom he
is appointed as alternate director vacates office as a member of the
Board.  Chong and Tan shall not represent
that both of them are full directors of the Licensees in any corporate or
government document and shall not both serve on the Board at any time or both
vote as directors on any matter.  Chong
& Tan shall ensure that the Register of Directors of the Licensees
identifies that the person selected as alternate director is clearly designated
as such, with no powers as a director, except as indicated herein.


 


3.1.2.3               The Online Board Directors for both
Licensees are or will be Paul Helbling as Chairman and Secretary of the Board
and David McCoy as Board member.  The
Board Director for Chong & Tan with respect to the Licensees is Hon Leong
Chong, with Eric Tan acting as an




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alternate director. 
The Parties agree to immediately process all documents and pass all
Board resolutions necessary to establish this Board structure.


 


3.2                               Authority of the Board of Directors:


 


3.2.1                        The Board of The Licensees
shall oversee the disbursement of the Profits of The Licensees.


 


3.2.2                        The Board
of The Licensees shall evaluate the performance of all officers, management
team and other personnel of the Licensees and shall make all final decisions
regarding the employment, duties and compensation thereof.


 


3.2.3                        Voting.  Each member of a Licensee’s Board shall have
one (1) vote.  A Board meeting may be
initiated by any Board member directing a request to the Board Secretary, who
shall establish the time, place and agenda of the meeting.  All Board resolutions shall be approved by a
two-thirds (2/3) vote of those present at the meeting of which at least two (2)
must be Online Directors.  The Board
meeting may be attended by each Board member being present in person, by
telephone, or via an approved circular resolution.  All Board resolutions shall be approved with at least two Online
Directors’ signatures, one of which shall be that of the Chairman.  The Secretary shall prepare all resolutions,
minutes and other documentation of the Board and maintain a record thereof.


 


3.3                               Funding and Ownership.   The Licensees
have been funded initially, as follows:


 


3.3.1                        Initial Capital:


 


3.3.1.1               Online’s cumulative
initial capital contribution for the Licensees has been a total of Seventy-Five
Thousand Singapore Dollars (S $75,000.00) in cash.


 


3.3.1.2               Chong & Tan’s
cumulative initial capital contribution for the Licensees has been a total of
Twenty-Five Thousand and Two Singapore Dollars (S$25,002.00) in cash.


 


3.3.2                      Revised
Capital: Online hereby reimburses Chong & Tan for their initial capital contribution
by paying them together the payments provided in Paragraph 2.3.1.


 


3.3.3                        Shareholder
Ownership of the Licensees - Online owns One Hundred percent (100%) of the
shares of capital stock in the Licensees.


 


3.4                               Management Team.


 


3.4.1                        The
management team for each of the Licensees consists of Chong & Tan, who
shall report to the Board, and shall be employed to oversee the




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business operations of the Licensees. Hon Leong Chong
is currently serving as the President of each of the Licensees, and Eric Tan is
currently serving as the Executive Vice President of each of the Licensees.


 


3.4.2                        The total
compensation for these positions to Chong & Tan individually for all their
work and responsibilities with respect to both of the Licensees together shall
be paid out of the Licensees’ Expenses, and shall be determined according to
the payment components described in the attached Exhibit 3.4.2, incorporated herein.  Commissions on Revenues shall be payable
within fifteen (15) days of the receipt of such Revenues by the Licensees.


 


3.4.3                        Chong
& Tan understand and agree that they shall fully comply with Online’s
corporate policy (“Corporate Policy”), as explained and provided to Chong &
Tan by Online from time to time. Corporate Policy, as a minimum, shall include
the requirement that none of the following actions shall be taken without the
prior approval of the Board: (1) hiring or termination of any senior executives
of the Licensees, on a level such as the chief executive officer and the chief
financial officer, (2) compensation and/or benefit revisions of any employee,
and (3) entering into and/ or executing any contracts or agreements affecting
the Licensees, other than individual contracts for the purchase of Products, or
contracts associated with securing the necessary facilities and resources for
Workshops.  All hiring and termination
of any employee, and the adjustment of compensation and/or benefits shall be
only be done in accordance with the Annual and Monthly Budgets. Failure to
comply with Corporate Policy shall be grounds for immediate termination.


 


3.5                               Staffing and Use of Online Personnel.  Licensees shall provide for its personnel
and staff as follows:


 


3.5.1                        No senior
executive employee shall be hired or terminated by the Licensees, including but
not limited to the chief financial officer and the chief executive
officer,  without the prior approval and
resolution of the Board.


 


3.5.2                        Licensees
shall be responsible for its own staffing needs, including employees and
independent contractors (“Staff”). 
However, all Preview Speakers and Workshop Instructors must be approved
and authorized solely and exclusively by Online. Online shall provide the
Licensees with Preview Speakers and Workshop Instructors, at its standard
rates.  The Licensees shall pay Online
for all travel, lodging and other per diem expenses incurred by the Speakers
and Workshop Instructors.


 


3.5.3                        Online
shall assist the Licensees in the development of a telemarketing center for the
Territory when and to the extent that such is approved by each of the Boards of
Licensees.


 


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3.5.4                        Licensees
shall comply fully with all local governmental laws and regulations regarding
its Staff.  Licensees shall utilize
appropriate contracts with its Staff that are 
consistent with and carry out the terms of this Agreement.


 


3.6                               Disbursement of Profits.


 


3.6.1                        At any
time that Disbursements from Profits (“Disbursements”) are made, the
Licensees  shall each maintain in
Accounts A and B together a minimum amount of funds for use as working capital
(“Working Capital”) in the amount of at least US$215,000 (“Working Capital
Minimum”).  No Disbursements shall be
made by the Licensees from Account A that would reduce the Working Capital
below the Working Capital Minimum.  The
amount of the Working Capital Minimum may be adjusted by the Board, in its sole
discretion.


 


3.6.2                        The
Licensees shall make all Disbursements from each of its Profits directly to
only Online, Rejoice and Cappi (collectively “Disbursement Parties”).  All Disbursements to the Disbursement
Parties shall be made on the following basis: 75% of Disbursements to Online
and 12.5% each to Rejoice and Cappi 
(“Disbursement Rights”).  All
Disbursements shall be subject to appropriate withholding taxes required in
Singapore. Each of the Licensees shall make Disbursement to the Disbursement
Parties from time to time, as the Board of the relevant Licensee deems
necessary.  In any event, at the end of
each Fiscal Year, the Board shall distribute any Profits in Account A up to a
maximum of the Profits less the Working Capital requirement and the Monthly
Budget for the month of January of the next year.  For the avoidance of doubt, the Disbursement Parties shall continue
to have their respective interests in the Distribution Rights on the balance of
Profits that are not distributed.


 


3.6.3                        All
Disbursements shall be made only by a resolution of the Board.  Profits that are not distributed by the
Board shall be used to maintain the Working Capital and to develop
infrastructure, investment, research and development and other items and
matters for the Licensees, only as approved by the Board.  The Board shall have sole discretion in
determining Disbursements to be distributed.


 


3.7                               Banking.  Two
bank accounts shall be established
in the name of each of the Licensees and both shall be maintained at Citibank
or other bank selected by the Board.


 


3.7.1                        The First
account shall be the account into which all Revenues received by the Licensees
are deposited, defined above as “Account A”. 
All Revenues received by the Licensees from the sale of Products or from
any other source or activity shall be deposited directly into Account A.  This Account A shall only be accessed with
authorization of two (2)




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individuals, wherein at least one (1) individual must
be a representative of Online and one (1) individual must be either Chong or
Tan. For a list of authorized signatories for both entities on Account A see Exhibit 3.7.1.


 


3.7.2                        The Second
account, defined above as “Account B,” shall be operated by any two (2)
authorized signatories from Online and the Licensees, Money shall be
transferred at the end of each month or from time to time only with the prior
approval of Online from Account A to Account B. A list of authorized signatures
for Account B is provided in Exhibit 3.7.2


 


3.7.3                        All checks
drawn on the Account B in excess of Ten Thousand United States Dollars (US
$10,000.00) must also be signed by an authorized representative of both the
Licensees and Online. Multiple checks shall not be drawn for the same
transaction.


 


3.7.4                        The
Licensees shall provide detailed monthly statements of both accounts, Account
A  and Account B, to Online at the end
of each month in its Monthly Report, described below.


 


3.7.5                         The
Licensees’ funds in Account B shall only be disbursed by the Licensees to cover
actual expenses as they are incurred. 
Any excess funds in Account B shall be reported in the Monthly Report
and shall be maintained in Account B or, upon the direction of the Board,
transferred to Account A.


 


3.7.6                        Any and
all Subsidiaries shall have both Accounts A and B (“Subsidiary Accounts”) which
shall be subject to the same provisions as those applying to the accounts for
the  Licensees herein, except that the
Subsidiary accounts shall be in the name of the Subsidiary.  Signatories for each Subsidiary Account must
comply with all local requirements including residency requirements and must be
approved in advance by both Licensees and Online.


 


3.8   Budget.


 


3.8.1                        The
Management Team of each of the Licensees shall develop, and submit to the Board
for approval, an annual budget and statement of use of funds necessary to pay
for that Licensee’s Expenses (“Annual Budget”).  The Annual Budget for the next Fiscal Year shall be submitted to
the Board no later than one month before the end of the current Fiscal Year. In
addition, Monthly Forecasts shall be submitted to Online by the Licensees, as
set forth below.


 


3.8.2                         The fiscal year for the
Licensees shall be January 1 through December 31 of each calendar year (“Fiscal
Year”).


 


3.8.3                        By the 20th
day of each month, the Licensees shall each produce for Online a forecast of
its estimated expenses for the next upcoming month




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(“Monthly Forecast”). 
The Monthly Forecast shall include two separate components: (1) a
forecast of all overhead expenses expected for the next month, and (2) a
forecast of all expected expenditures for Revenue generating activity for the
next month.


 


3.8.4                        Online
shall review this Monthly Forecast and deposit money from the Account A into
the Account B for the Monthly Forecast, to the extent that Account A funds are
available after maintaining the Working Capital.  Online may request the Board to review and approve or revise any
Monthly Forecast before depositing money in Account B to cover the Monthly
Forecast.


 


3.8.5                        No
expenditures or liabilities exceeding the Monthly Forecast shall be made in the
name or on the credit of the Licensees unless such expenses are for unforeseen
and/or emergency needs (“Unexpected Expenses”).  In any event the expenditures for Unexpected Expenses shall not
exceed One Thousand Singapore  Dollars
(S $1,000.00) per month, without the prior express written consent of Online.
Expenditures for Unexpected Expenses shall come first from any residual funds
in Account B from prior payments from Account A.  In the event that there are not sufficient funds in Account B for
the Unexpected Expenses, emergency payment for said funds may be made from
Account A in the sole unanimous discretion of the required signatories for
Account A.


 


3.8.6                        The
Licensees and Chong & Tan have submitted a budget to Online for the
Remainder of Fiscal Year 2002 (“2002 Budget”). 
This Agreement contemplates that the 2002 Budget will reflect the
expected activities and expenses of Licensees for the remainder of 2002,
subject to approval and/or revision by Online. 
The 2002 Budget shall not absolve Licensees from submitting Monthly
Forecasts to Online, which shall begin with the month of August 2002.


 


3.9                               Modification.  Except
as provided herein, all departures or changes from the Annual Budget and
Monthly Forecasts shall require the prior written approval of Online.


 


3.10                        Accounting.  The
Management Team of the Licensees shall be responsible for the management and
financial affairs of the Licensees, in accordance with the following:


 


3.10.1                  At all times
during the continuance of the Agreement, accurate books of account shall be
maintained in accordance with generally accepted accounting procedures in the
USA, in which all matters relating to this Agreement shall be entered. The
books of account shall be open to examination by Online or its agent upon
reasonable notice and copies of the same may be taken by Online or its agent.


 


3.10.2                  A complete
accounting of the operation of the Licensees shall be rendered in a written
monthly report (“Monthly Report”) as of the close




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of business each calendar month to each Party hereto
within ten (10) days after the close of each month utilizing generally accepted
accounting procedures in the United States of America.


 


3.11                    Transition Provisions


 


3.11.1                  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 date that this agreement is signed by Online given below
(“Online Signature Date”).  The Parties
agree that no Transition Expenses shall be included as a part of Licensees’
Expenses under this Agreement, except to the extent that those Transition
Expenses, if any, are approved in writing by Online. .


 


3.11.2                  The Parties
agree that, as part of the conclusion of the prior Joint Venture Agreement, the
Licensees and Chong & Tan shall provide to Online, to its satisfaction, the
information and documents listed in Exhibit
3.11.2, attached hereto.


 


Article
4.


 


Licensing
Provisions


 


4.1.                            License
Grant.


 


4.1.1                        License to
Market.  Subject to the terms and
conditions of this Agreement, Online grants to the each of the Licensees a
nontransferable, exclusive license solely to market the Products to persons and
entities in the Territory and only using materials produced from Masters
provided by Online, as described herein. 
This license does not give the Licensees any ownership in the Intellectual
Property or any right to sublicense any of the rights and licenses granted
herein, including the right to market the Workshops and Home Study Program or
to provide any training or presenting of the Workshops.


 


4.1.2                        Trademark
License.  Online grants to each of the
Licensees a limited license to use the Trademarks only in accordance with the
terms of this Agreement.  Each use of
the Trademarks must be approved in writing by Online prior to use.  This license does not give the Licensees any
rights in the Trademarks other than explicitly stated herein.


 


4.1.3                        License
Term.  The term of the license granted
hereunder shall commence on the Effective Date of this Agreement given on the
signature page and shall continue until terminated according the




 


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provisions herein. At the termination of this
Agreement for whatever reason, all licenses granted herein shall immediately
cease.


 


4.1.4                        Territory.  The Territory covered by this Agreement is
as defined above.  The Parties
contemplate the possibility of including additional Asian countries to the
Territory.  The Parties may expand,
change or reduce the Territory only by a written addendum to this Agreement.


 


4.1.5                        License
Scope.  The above licenses extend to
Products marketed by Licensees under the above Trademarks, including Products
that may be co-branded with other parties collaborating with Online, including
but not limited to Business Week and CNBC (“Co-brand Marketing”), and that are
marketed by the Licensees, at the sole discretion of Online.  In the event that Online involves Licensees
in Co-brand marketing, Licensees shall adhere to all restrictions and
requirements of the Co-brand Marketing collaborators with Online.  The scope of the licenses granted herein
does not extend to Products that are marketed by entities other than Licensees
with or without collaboration with Online and/or  with or without other goods and services, at the sole discretion
of Online.


 


4.1.6                        License
Fee.   Licensees shall each pay a
license fee, net of withholding tax, if any, to Online (“License Fee”) for the
licenses to the Intellectual Property granted hereunder, the following
payments: (1) for the sale of each Public Workshop – US$75.00, and
(2) for the sale of each Home Study Program - $US25.00.  All License Fee payments shall be made
monthly from Licensees to Online within ten (10) days after the end of each
month and shall be accounted for in each Monthly Report, described herein.


 


4.2                               License Restrictions


 


4.2.1                        No
Transfer of Rights.   The Licensees
shall not enter into any agreements or relationships that would transfer to any
third party any rights in the Workshops or related materials.


 


4.2.2                        Restricted
Use.   The Licensees shall not do any
act or thing inconsistent with this License, including presentation of the
Workshops  without the prior written
authorization of Online.  The Licensees
shall not modify, translate, copy or transfer to any third party any Online
marketing materials or any other Online materials without the prior written
consent of Online.


 


4.2.3                        Use of
Third Party Materials.  This Agreement
does not license the Licensees to market or use any materials not specifically
provided by Online.


 


4.2.4                        No Product
Re-creation.  Except to make copies of
Masters, as provided herein, none of the Licensees, Rejoice, Cappi or Chong
& Tan shall duplicate, disassemble, reverse engineer or otherwise attempt
to re-create




13

















 


any of the Products or any materials, items, software
or tools provided, managed or specified by Online, including but not limited to
websites associated with Online, such as WallStreetCity and all InvestorToolbox
websites, as well as manuals, videos and other materials used in the
presentation of the Workshops or Home Study Programs.


 


Article
5.


 


Marketing
of Workshops and Home Study Programs


 


5.1.                            Marketing
and Marketing Support.


 


5.1.1                        Implementation
Plan.  The Licensees shall each provide
Online with an implementation plan and guidelines for marketing the Products to
in the Territory (“Implementation Plan”), including but not limited to
advertising, marketing, sales, collections, organization strategy, and
staffing.   Such Implementation Plan
shall be updated by the Licensees and reviewed and approved by Online annually
no later than each anniversary of the Effective Date to maintain this Agreement
in effect.


 


5.1.2                        Marketing
and Sales of Products.  The Licensees
shall market all Products in the manner determined by Online.  The Licensees shall market all training for
the Workshops at a per person charge, which includes materials, presenter fees,
facilities, overhead and profit.  In all
marketing, The Licensees shall charge the prices for the Products provided
herein, which are subject to change by Online from time to time, at Online’s
sole discretion.  In the event of
uncertainty regarding Online’s prices, the Licensees shall consult with Online
to obtain those prices prior to making an offer to a potential customer.  The Licensees shall process all invoicing to
and collections from customers.


 


5.1.3                        The
Licensees shall book all sessions for the Public Workshops, and notify Online in
writing at least two (2) months in advance in order to allow sufficient time
for pre-course materials and scheduling of the Public Instructors and Speakers.


 


5.1.4                        Advertising.   The Licensees shall advertise the Workshops
only to potential Participants in the Territory.   Online shall provide masters for all advertising and marketing
materials and documents (“Master Advertising Materials”).  The Licensees shall use only advertising and
marketing materials and documents that have been copied from the Master
Advertising Materials.  Neither Rejoice,
Cappi, Chong & Tan nor Licensees shall revise, modify, delete or translate,
in whole or in part, any portion of the Master Advertising Materials without
the written authorization of Online. 
Advertising and marketing via the internet shall be conducted only as
stated in Paragraph 5.1.6.


 


5.1.5                        Pricing.  Online shall establish and revise the price
and charges for the Products from time to time, in its sole discretion.  The current prices as




14

















 


of the Effective Date for the Products (“Product
Prices”) is (1) one-day Workshop – US$1,995.00
to $2,495.00, (2) two-day Workshop – US$2,495.00 to $2,995.00, and (3)
Home Study Program - one-day materials US$995.00 to $1,495.00, and (4) Home
Study Program - two-day materials US$1.495.00 to $1,995.00.  Licensees may state the Product Prices in
equivalent local currency, at the prevailing rate of exchange, but all sales of
the Product shall be made in U.S. Dollars. 
In the event that value added taxes and goods and services taxes are
required, they shall be added to the above stated Product Prices to calculate
the final sales prices of the Products.


 


5.1.6                        Internet
Advertising and Marketing.  Online shall
provide all designing, hosting and maintenance of websites and internet
advertising and marketing of the Products, including any websites and webpages
used for advertising and marketing of the Products in the Territory and email
marketing activities (collectively “Online’s Internet Activity”).  Licensees shall not establish or maintain a
separate website for advertising or marketing the Products. Licensees may
propose content that would be specific for internet advertising and marketing
in the Territory, and Online may post such content on appropriate websites or
webpages, in its sole discretion.  Any
domain name that has been registered by Licensees, Rejoice, Cappi or Chong
& Tan may only be used in connection with the advertising or marketing of
the Products with the approval of Online and only under license from Online
during the time that this Agreement is in effect.  Upon request from Online, and in no event later than the
termination of this Agreement, any domain name that includes part or all of any
Trademark and that is registered by Licensees, Rejoice, Cappi or Chong &
Tan shall be transferred to Online or its nominee.


 


5.1.7                        Online’s
Systems Activity.  All systems,
including computers, software and databases, used by Licensees in the operation
of its business in the Territory (“Licensees Systems”) shall be provided by
each of the Licensees at its own expense. 
Licensees shall first obtain Online’s approval before purchasing such
Licensees Systems in order to coordinate with Online’s systems.  As part of Online’s activities in
establishing and maintaining the systems for Online and all of its affiliates
(“Online’s Systems Activities”), Online shall assist Licensees in setting up
and operating its Licensees Systems to expedite and facilitate the
establishment and operation of Licensees Systems and to effectively coordinate
with Online systems.


 


5.1.8                        Per-unit
Reimbursement.  Each of the Licensees
shall reimburse Online for that portion of the Online Internet Activities and
Online’s System Activities, recited in Paragraphs 5.1.6 and 5.1.7, that affects
that Licensee and enables it to effectively carry out Licensees’ Business in
the Territory  by making a per-unit
reimbursement payment to Online (“Per-unit Reimbursement”) as follows: (1) for
the sale of each Public Workshop – US$220.00, and (2) for the sale of
each Home Study




15

















 


Program - $US75.00. 
All Per-unit Reimbursement 
payments, net of withholding taxes, if any, shall be made monthly from
Licensees to Online within ten (10) days after the end of each month and shall
be accounted for in each Monthly Report, described herein. Per-unit
Reimbursement payments to Online may be made in whatever manner is required by
Online, including by electronic bank transfer to Online’s designated bank
account.


 


5.2                               Training


 


5.2.1                        Participant
Materials.  Online shall provide masters
of all materials needed by the participants for the Workshops (“Master Participant
Materials”).  Licensees shall reproduce
and prepare all participant materials (“Participant Materials”) only from the
Master Participant Materials.  All
Participant Materials shall be provided to Participants of the Workshops at no
additional charge. Neither Rejoice, Cappi, Chong & Tan nor Licensees shall
revise, modify, delete or translate, in whole or in part, any portion of the
Master Participant Materials without the written authorization of Online.  All Participant Materials shall include an appropriate
copyright notice stating that the copyrights in the Participant Materials
belong to Online’s parent company, INVESTools Inc.


 


5.2.2                        Facilities
and Scheduling. Licensees shall be responsible for the scheduling and payment
for all facilities and equipment needed for the Workshops.


 


5.2.3                        Participant
Information.  As a minimum, in
connection with each Workshop, the Licensees shall notify Online of the
following information:  (a) Participant
organization name and location of Workshop, (b) proposed date of the Workshop,
(c) number of Participants, (d) number of Participants who are managers and
non-managers, (e) contact person to receive pre-work materials and Participant
Materials, and (g) contact person for overall account management.


 


5.2.4                        Public Workshop
and Preview Presentations.  Online shall
provide and coordinate the presentation, speaking and instruction of all
training to Participants in the Previews and Public Workshops and shall select
all Speakers and Public Instructors therefore. Online shall invoice  the Licensees for all its costs in
connection with such Workshops, including travel, lodging and meals, for the
Speakers and Public Instructors at Online’s prevailing rate. Payment on all
invoices shall be due thirty (30) days after the date of Online’s invoice.


 


5.2.5                        Private
Workshop Presentations.  Licensees shall
be responsible for the training and instruction of all Private Workshops.  Licensees shall use only Private Instructors
that have received training and certification in writing (“Certification”) by
Online for instructing Private Workshops. 
Online reserves the right, at its sole discretion, to revoke the
Certification




16

















 


of any Private Instructor and/or to require more
training for any Private Instructor before the Private Instructor can provide
further instruction.  As of the date of
this Agreement, those who have received Certification by Online are:  Michael Woo.


 


5.2.6                        Combined
Participant Training.   In Private
Workshops, the Licensees may provide training for Participants with respect to
private Workshops in combined program sessions which draw Participants from
several corporations, associations or other such entities.


 


5.3                               Home Study Program


 


5.3.1                        Licensees
shall prepare all home study materials (“Home Study Materials”) for the Home
Study Program solely from masters provided by Online for that purpose (“Master
Home Study Materials”).  Neither
Rejoice, Cappi, Chong & Tan nor Licensees shall revise, modify, delete or
translate, in whole or in part, any portion of the Master Home Study Materials
without the written authorization of Online. 
All Home Study Materials shall include an appropriate copyright notice
stating that the copyrights in the Participant Materials belong to Online’s
parent company, INVESTools Inc.


 


5.3.2                        Licensees
shall market the Home Study Program only in accordance with the approval of
Online in all aspects, including but not limited to market channels, prices and
marketing approaches.


 


5.3.3                        Home Study
Program may also be ordered from Online at its prevailing international prices,
including shipping, customs and duties.


 


5.4                               Online Website Access.  As part of the Workshop benefits, Licensees
shall provide six-month free Online Website Access to all purchasers of the
Workshops or Home Study Program. 
Thereafter, a charge for continued Website Access shall be made directly
by Online and shall be paid directly to Online by each subscriber.  No charges for Online Website Access shall
be included in the Revenues hereunder.


 


Article
6.


 


Intellectual
Property and Related Matters


 


6.1                           Intellectual Property Ownership.


 


6.1.1                        All
Intellectual Property, as defined herein, and all documents and materials
embodying said Intellectual Property are owned exclusively by Online.  Nothing herein gives Licensees, Rejoice,
Cappi or Chong & Tan any rights in the Intellectual Property, except for
the explicit licenses recited herein.


 


17

















 


6.1.2                        Online
shall also own any improvements, modifications, updates, additions,
translations, culturalizations and other derivative works developed from the
Intellectual Property (collectively “Derivative Works”), whether developed by
Online, Licensees, Rejoice, Cappi, Chong & Tan or by any third party
developer, including an employee or contractor working therefor.  The Parties agree to obtain a contractual
agreement with any such third party developer assigning the rights to any
Derivative Work on which the third party developer works.


 


6.1.3                        The Licensees,
Rejoice, Cappi and Chong & Tan acknowledge that the goodwill and ownership
in the Intellectual Property and Derivative Works, including the Trademarks,
belong to Online and that any use of the Trademarks by Licensees, Rejoice,
Cappi or by Chong & Tan shall be solely for the benefit of Online.


 


6.2                           Names, Trademarks and Trade Indicia.  During the term of this Agreement, the
Licensees, Rejoice, Cappi and/or Chong & Tan shall not use any trademarks,
trade names or other trade indicia of Online, including the Trademarks defined
herein, except with the written authorization of Online and only as
specifically authorized in this Agreement. 
The term “Investools” in the corporate and trade names of the Licensees
may only be used with the approval of Online and in a manner stipulated by
Online.  Upon termination of this
Agreement for whatever reason, the Licensees, Rejoice, Cappi and Chong &
Tan each agree and covenant that they shall immediately remove all uses of
“Investools” and any other trademarks, trade names and other trade indicia of
Online, including the Trademarks defined herein, from the Licensees’ materials,
advertising, letterhead, business cards, signage, websites, company names,
trade names and any other usage.


 


6.3                               Confidential Information.


 


6.3.1                        The
Parties possess certain confidential information regarding their respective
business affairs, plans or activities (“Information”).  Said Information includes, but is not
limited to, trade secrets, proprietary information, business strategies, shareholder
names, customer names, marketing plans, supplier names, costs, applications,
specifications, software, formulas, plans, designs, and manufacturing
procedures. All documents containing such Information that are disclosed
pursuant to this Agreement shall be marked as confidential to the extent such
is required for the provisions of this Section 6 to be enforceable in each
jurisdiction of the Territory.


 


6.3.2                        During the
term of this Agreement, each Party agrees to disclose this Information to the
other Party as the Party deems necessary in its sole discretion for the sole
purpose of performance under this Agreement. 
The Parties agree to utilize such Information only for the purposes
described herein, and to otherwise hold such Information confidential pursuant
to the terms of this Agreement and subject to the following conditions:


 


18

















 


6.3.3                        The
Parties shall hold all Information in trust and confidence and agree it shall
be used only for the contemplated purpose of this Agreement given herein and
shall not be used for any other purpose or disclosed to any other third party.


 


6.3.4                        The
obligations of non-disclosure and non-use shall be in effect from the date of
disclosure of the Information until the Information becomes public knowledge in
a manner other than by some act of a Party that does not own the Information.


 


6.3.5                        It is
understood the foregoing obligations of confidentiality and non-use shall not
apply to any Information known by the Parties prior to disclosure under this
Agreement, generally known to the public as may be required by law to be
disclosed or become public knowledge through no fault of the Parties, or
disclosed to the Parties by a third party having a legal right to make such
disclosure.


 


6.4                               Non-compete and Non-solicitation,  As a condition to entering into this
Agreement, Rejoice, Cappi, Chong and Tan each agree that, for a period of two
(2) years following the termination of this Agreement, they shall not,
individually or collectively:  (1)
compete with or engage in a business that is competitive with any of the
Licensees’ Business or Online’s Business in the Territory or any of the
marketplaces where the Licensee and/or Online provide their Products or conduct
business, (2) directly or indirectly solicit for employment of or a contractual
arrangement with any of Licensees’ or Online’s employees or contractors, or (3)
use of any Licensees’ or Online’s lists of customers, vendors, or clients in
any business in the Territory.  At the request
of Online, Chong & Tan and Rejoice, Cappi agree to each execute a separate
agreement with Online incorporating the provisions of this Paragraph.


 


6.5                               Conduct and Compliance With Law.


 


6.5.1                        During the term of this
Agreement, no Party shall:


 


6.5.1.1               Do any act or deed
with the intention of harming the business operations of the other Party or for
the purpose of taking a business opportunity from the Licensees.


 


6.5.1.2               Do any act contrary
to any provision in this Agreement, except with the prior express written
approval of the other Party.


 


6.5.1.3               Do any act that
would make it impossible to carry on the intended purpose of this Agreement.


 


6.5.1                        Licensees,
Rejoice, Cappi and Chong & Tan shall comply with all laws, rules and
regulations of all governmental entities in the Territory in carrying out the
terms and provisions of this Agreement. 
Any breach of this provision shall be a material breach that may result
in termination of this Agreement, at Online’s option.


 


19

















 


Article
7.


 


Right
of Transfer


 


7.1                               Transfers/Sales of Online’s Ownership of Licensees.


 


7.1.1                        Any
transfer or sale of part or all of any rights or interests in this Agreement,
including but not limited to Online’s ownership interest in each of the
Licensees by Online to any other entity or person may be made at Online’s sole
discretion.


 


7.1.2                        In the
event of said transfer or sale, Licensees, Rejoice, Cappi and Chong & Tan
shall continue with business as usual, subject to any changes determined by
resolution of the Board.


 


7.1.3                        In the
event of said transfer or sale, the assign of any or all of the ownership
interest in the Licensees shall have the same rights and obligations as Online
would have under this Agreement.


 


7.2                               Transfer/Assignment of Chong &Tan’s Disbursement
Rights.  Rejoice, Cappi
and/or Chong & Tan shall not transfer or assign any right or interest they
have under this Agreement, including but not limited to their Disbursement
Rights, without the prior written approval of Online.


 


Article
8.


 


Termination
or Winding up of Agreement


 


8.1                             Termination.  This Agreement shall commence on execution of this Agreement and shall continue until the
first of any of the following events occur:


 


8.1.1                        A review
of each of the Licensees’ operations by Online, in consultation with Chong
& Tan, will be held periodically at Online’s discretion to review the
viability of each of the Licensees under this Agreement.  It will be at the sole discretion of Online
to decide at this review if the Agreement is viable and/or profitable.  Should Online decide the Agreement not to be
viable and/or profitable it may terminate the Agreement with respect to one or
more of the Licensees at this point.


 


8.1.2                      Termination
on Occurrence of Stated Events:  This
Agreement will terminate automatically for each Licensee on the occurrence of
any of the following events:


 


8.1.2.1               A two thirds (2/3)
vote of that Licensee’ Board.


 


8.1.2.2               A material change
in either Party’s ability to perform under this Agreement for a period of
Forty-Five (45) consecutive days,




20

















 


however if this inability to perform is due to medical
reasons then Ninety (90) consecutive days.


 


8.1.2.3               Dissolution,
termination of existence, insolvency, business failure, appointment of a
receiver, assignment for the benefit of creditors, or the commencement of any
proceeding under any bankruptcy or insolvency law by or against either Party to
this Agreement.


 


8.1.2.4               Termination by
Online pursuant to paragraph 8.1.1


 


8.1.3                        Termination
for Default:  If any Party defaults in
the performance of this Agreement or materially breaches any of its provisions,
the non-breaching Party may terminate this Agreement by giving written
notification to the breaching Party.  Said
notice of termination shall be effective immediately on receipt of notice by
the breaching Party, one (1) day after sending the notice by facsimile, or five
(5) days after sending the notice by U.S. mail in accordance with this
Agreement, whichever occurs first.  The
Party in default shall have Thirty (30) days after the notice of termination is
effective to cure the default.  If the
default is not cured within said Thirty (30) days, this Agreement shall
automatically terminate.  For the
purposes of this paragraph, material breach of this Agreement includes, but is
not limited to, the following:


 


8.1.3.1               Any Party’s
material breach of any representation or agreement contained in this Agreement.


 


8.1.3.2               Any voluntary or
involuntary assignment or transfer by Rejoice, Cappi,   Chong & Tan of its Disbursement Rights, without the consent
of Online.


 


8.1.3.3               Any breach of the
Agreement resulting in immediate harm to Online, including but not limited to
the provisions in Sections 2.4, 4.2, 6 and 7.2.


 


8.1.4                        Either
Party may immediately terminate this Agreement by notice to the other Party, in
the event that the other Party is in breach of any of the provisions of Article
6.


 


8.1.5                        Mutual Termination.  The Parties may, at any time, mutually agree
to terminate this Agreement.


 


8.1.6                        The
termination of this Agreement shall automatically result in the termination of
any Sublicense Agreements, as well as the automatic termination of any other
contractual relationships of Licensee with any parties regarding the subject
matter of this Agreement.


 


8.2  Winding Up.  Upon termination of this Agreement, the
following shall take immediate effect:


 


21

















 


8.2.1                        All contracts entered 
into by Licensees before termination that have not been fulfilled at the
time of termination shall be, at the option of Online, (1) terminated with a
refund to the customer, (2) assigned to Online or its nominee, or (3) performed
by Licensees under Online’s supervision.


 


8.2.2                        All
Revenues from contracts performed by Licensees as provided in in Paragraph
8.2.1 shall be deposited in Account A for disposition according to the
provisions of the Agreement.


 


8.2.3                        All monies
due to be paid to Online by Licensees under the terms of the Agreement prior to
termination shall immediately become due and payable to Online.


 


8.2.4                        Termination
of this Agreement shall not require the payment to Licensees, Rejoice, Cappi or
to Chong & Tan of any funds, monies, equity or amounts other than as
specifically provided herein.


 


8.2.5                        The activities of the Licensees and its Subsidiaries shall
be wound up as quickly as   reasonably
possible, all debts, liabilities and obligations shall be promptly paid.  Thereafter, any excess funds shall be
proratably distributed as follows: Seventy-five percent (75%)  to Online and twelve point five percent
(12.5%) each to Rejoice and Cappi.


 


8.2.6                        All Masters provided by Online, including but not limited
to the Master Advertising Materials, Master Participant Materials and Master
Home Study Materials, described in Section 5 herein, shall be returned to
Online, together with all copies of the same in the possession or under the
control of the Licensees, Rejoice, Cappi and/or Chong & Tan.  All property and documents containing
Information that were provided by each Party shall be returned to said Party.


 


8.2.7                        Licensees, Rejoice, Cappi and Chong & Tan shall cease
using all of the Intellectual Property of Online, including but not limited to
its Trademarks, copyrights in the Masters, Confidential Information, and
related subject matter.


 


8.2.8                        Online agrees to indemnify Rejoice, Cappi or Chong &
Tan against any and all debts, liabilities, obligations and legal actions
against the Licensees should the Agreement be terminated because of breach by
Online or by Online under Paragraph 8.1.1 and not due to any fault of Rejoice,
Cappi or Chong & Tan.


 


8.3    Final Accounting.  Upon termination, Licensees, Rejoice, Cappi
and Chong & Tan shall, within thirty (30) days of the date of termination,
provide Online with a final written report, accounting of the status of
Licensees, including but not limited to the following:


 


	
   

  	
  (1)

  	
  all revenue, expenses and payments for the current
  Fiscal Year,

  



 


22

















 


	
   

  	
  (2)

  	
  all outstanding accounts receivable and payable,

  
	
   

  	
  (3)

  	
  all tangible and intangible property,

  
	
   

  	
  (4)

  	
  current funds and other liquid assets on hand,

  
	
   

  	
  (5)

  	
  a list of the employees working for the Singapore
  and Subsidiary entities, their salaries and any employment-related contractual
  obligations, including copies of the relevant contracts

  
	
   

  	
  (6)

  	
  a list of all contractual obligations with vendors
  and suppliers

  
	
   

  	
  (7)

  	
  a list of all contractual obligations with customers
  and clients, including copies of the relevant contracts

  
	
   

  	
  (8)

  	
  any litigation or claims, threatened or actual

  
	
   

  	
  (9)

  	
  a list of the names and addresses of all vendors,
  suppliers, customers and clients of Licensees

  



 


Article
9.


 


Indemnification


 


9.1                               Online Indemnification.  Online agrees to: (a) defend Chong
& Tan, Rejoice, Cappi and/or the Licensees, and each of their officers,
directors, shareholders, and employees (each the “9.1 Indemnified Party”), jointly and severally, against any and
all suits, actions, claims, or proceedings, (collectively, the “9.1 Claims”) brought against any 9.1
Indemnified Party by any customer, governmental authority or other third party
in any jurisdiction of the Territory and arising out of any action or inaction
by Online that (1) breaches, violates or is otherwise inconsistent with any
part of this Agreement, (2) is a wrongful act, whether intentional or
negligent, or (3) is a violation of federal, state or local laws or
regulations; and (b) hold harmless and indemnify any 9.1 Indemnified Party
from any and all liabilities, losses, damages, and expenses (including without
limitation all legal and expert fees and expenses and all cost of
investigation) suffered or incurred by any 9.1 Indemnified Party in connection
with said 9.1 Claim.


 


9.2                               Chong & Tan, Rejoice and Cappi.  Chong & Tan, Rejoice and Cappi jointly
and separately agree to: (a) defend Online and/or the Licensees, and each
of their officers, directors, shareholders, and employees (each the “9.2 Indemnified Party”), jointly and
severally, against any and all suits, actions, claims, or proceedings,
(collectively, the “9.2
Claims”) brought against any 9.2 Indemnified Party by any customer,
governmental authority or other third party in any jurisdiction of the
Territory and arising out of any action or inaction by any of Chong & Tan,
Rejoice or Cappi that (1) breaches, violates or is otherwise inconsistent with
any part of this Agreement, (2) is a wrongful act, whether intentional or
negligent, or (3) is a violation of federal, state or local laws or
regulations; and (b) hold harmless and indemnify any 9.2 Indemnified Party
from any and all liabilities, losses, damages, and expenses (including without
limitation all legal and expert fees and expenses and all cost of
investigation) suffered or incurred by any 9.2 Indemnified Party in connection
with said 9.2 Claim. Excepted from 9.2 Claims are all actions of Chong and/or
Tan that are rightfully within the scope of their employment by Licensees.  The combined indemnification obligations of
Chong & Tan, and/or Ensett, as described in this




23

















 


Paragraph, shall be limited to US Two Hundred and
Fifty Thousand Dollars (US$250,000.00).


 


9.3                               Licensees. 
Licensees jointly and separately agree to: (a) defend Online and/or
Rejoice, Cappi, or Chong & Tan and each of their officers, directors,
shareholders, and employees (each the “9.3
Indemnified Party”), jointly and severally, against any and all suits,
actions, claims, or proceedings, (collectively, the “9.3 Claims”) brought against any 9.3 Indemnified Party by any
customer, governmental authority or other third party in any jurisdiction of
the Territory and arising out of any action or inaction by the Licensees that
(1) breaches, violates or is otherwise inconsistent with any part of this
Agreement, (2) is a wrongful act, whether intentional or negligent, or (3) is a
violation of federal, state or local laws or regulations; and (b) hold
harmless and indemnify any 9.3 Indemnified Party from any and all liabilities,
losses, damages, and expenses (including without limitation all legal and
expert fees and expenses and all cost of investigation) suffered or incurred by
any 9.3 Indemnified Party in connection with said 9.3 Claim.


 


Article
10.


 


General
Provisions


 


10.1                        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.


 


10.2                        Notice of Claims. 
If during the term of this Agreement, any Initial Party shall
have reason to believe there may be a claim against itself or the other Initial
Party in respect of any transaction growing out of this Agreement, it shall
notify the other Initial Party in writing within thirty (30) days after it
knows, or has reason to know, of any such claim.  Failure to give the notice prescribed above shall relieve the
other Initial Party that is not notified from any and all liability on any such
claim in respect to any transaction growing out of this Agreement.  The provisions of this section shall survive
the termination of any other provisions of this Agreement.


 


10.3                        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 10.7,  without regard to
conflict of laws provisions.


 


10.4                        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.


 


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10.5                        Injunctive Relief. 
The Parties hereby agree the subject matter of this Agreement
is unique, unusual and extraordinary in nature such that it has a peculiar
value, the loss of which cannot be reasonably or adequately compensated in
damages in an action at Law.  Each  Party, therefore, expressly agrees that the
other  Party, in addition to any other
rights or remedies which the other 
Party may possess, shall be entitled to injunctive and other equitable relief
to prevent or remedy a breach of this Agreement by a Party.


 


10.6                        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.


 


10.7                        Jurisdiction/Venue. 
If any dispute arises out of this Agreement, it is agreed
that jurisdiction and venue for any legal proceedings brought by Licensees,
Rejoice, Cappi 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, Rejoice and/or
Cappi shall lie exclusively in the courts of Singapore and/or Hong Kong, at
Online’s sole option.  Licensees,
Rejoice, Cappi and Chong & Tan irrevocably submit to the non-exclusive
jurisdiction and venue of the courts of Singapore or Hong Kong. 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.


 


10.8                        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.


 


10.9                        Assignment.  Rejoice,
Cappi or 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, as provided in Section 7.1 above.


 


10.10                 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.


 


10.11                 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.


 


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10.12                 Notices and Requests.  Except as otherwise provided herein, any
notice, demand, or request required or permitted to be given hereunder shall be
in writing and shall be deemed effective Seventy-Two (72) hours after having
been sent via facsimile to the addressee at the office set forth in the first
paragraph of this Agreement, and having received proof of transmission.  A copy of any such notice shall be sent to
the receiving party on the day of facsimile transmission and the sending party
shall verify receipt of the facsimile transmission by a telephone call to the
receiving party.


 


10.13                 Section Headings.  The headings of the paragraphs of this Agreement have been set
forth for convenience only and are not intended to influence the interpretation
of this Agreement.


 


10.14                 Construction.  Each Party cooperated in the drafting of this Agreement.  If any construction is to be made of any
provision of this Agreement, it shall not be construed against either Party on
the ground such Party was the drafter of the Agreement or any particular
provision.


 


10.15                 Time is Of The Essence.  Time is of the essence in this Agreement.


 


10.16                 Entity Authorization.  Each signatory of this Agreement represents
and warrants that this Agreement and the undersigned’s execution of this
Agreement has been duly authorized and approved by the corporation’s Board of
Directors, if necessary, or the governing board of the entity, if
necessary.  The undersigned officers and
representatives of the entities executing this Agreement on behalf of the
entities represent and warrant they possess full authority to execute this
Agreement on behalf of the entities.


 


10.17                 Execution By Facsimile.  This Agreement may be executed by the
Parties and transmitted by facsimile.  A
facsimile signature of a Party shall be binding as an original.  If a Party sends a copy of the Agreement or
part thereof with that Party’s signature by facsimile, that Party shall
promptly send the original by first class mail.


 


10.18                 Remedies.  The Parties acknowledge that compliance with
paragraphs 6.2, 6.3 and 6.4 is necessary to protect the business interests and
goodwill of Online, and that a breach of any of these provisions will
irrevocably and continually damage Online, for which money damages are not
adequate.  Consequently, if Licensees,
Rejoice, Cappi, Chong or Tan breaches or threatens to breach any of the
obligations of paragraphs 6.2, 6.3 and 6.4 of this Agreement, Online shall be
entitled to a preliminary and permanent injunction, prohibiting Licensees,
Rejoice, Cappi, Chong and/or Tan from further violating this Agreement.  Online shall also be entitled to obtain any
other remedy cumulative under law and/or money damages from Licensees, Rejoice,
Cappi, Chong or Tan in the event of such breach.   Nothing in this Agreement shall prohibit Online from also
pursuing any other remedy available.  No
action by Online in pursuing a given remedy shall constitute an election to
forego other remedies existing in law or equity.


 


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10.19                 Survivorship.  The rights and obligations of the following provisions shall
survive the termination of this Agreement and shall remain in full force and
effect:  Paragraphs 6.1, 6.2, 6.3, 6.4,
8.2, 8.3, 10.2 and all of Sections 9 and 10.


 


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: 
  Chong Hong Leong

  	 

	
  /s/ DAVID W. MCCOY

  	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
  David McCoy

  	
   

  	
  Title: 

  	
  President

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Title: 

  	
  President

  	
  INVESTOOLS HONG KONG LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Online
  Signature Date:  12/19/02

  	
   

  	
  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

  	
   

  	
   

  	
   

  	 

												



 


	
  REJOICE
  EDUMEDIA PTE. LTD.:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ CHONG HONG LEONG

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Chong Hon Leong

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: 

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  
	
  CAPPI
  MANAGEMENT PTE. LTD.:

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ TAN LIP MENG

  	
   

  
	
   

  	
   

  	
   

  
	
  Printed Name:

  	
  Tan Lip Meng

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Director

  	
   

  
						



 


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