EMPLOYMENT AGREEMENT OF PETER SANTORI

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Exhibit 10.11

EMPLOYMENT AGREEMENT
OF
PETER SANTORI

        In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, INVESTOOLS INC ., a corporation having an address of 13947 S. Minuteman Drive, Draper, UT, 84020, (the "Company") and PETER SANTORI ("Executive") intending to be legally bound, hereby agree as follows:

         1.     EMPLOYMENT.     The Company agrees to employ Executive and Executive hereby accepts such employment on an at-will basis pursuant to the terms and conditions of this Agreement until terminated in accordance with Section 5 of this Agreement. Executive represents that he shall not disclose to the Company any confidential information obtained from a third party or otherwise violate any confidentiality obligations Executive may have incurred with a third party.

         2.     SERVICES.     During the term of this Agreement, Executive shall be employed as "Senior Vice President and General Counsel/Chief Legal Officer" for Thinkorswim Group, Inc. with job responsibilities related thereto. Executive shall report to the Chief Executive Officer and shall devote his full time efforts to the faithful performance of his duties on behalf of the Company. Executive shall also perform such other duties, and may have job responsibilities modified from time to time as may be requested by the Chief Executive Officer, provided such duties are generally consistent with the level of responsibility currently held by Executive. Executive's principal place of performance of his duties during the term of this Agreement shall be the corporate offices located at 600 W. Chicago Avenue, Chicago, IL. Executive shall not engage in additional gainful employment of any kind or undertake any role or position which would affect his ability to perform his responsibilities, whether or not for compensation, with any person or entity during the term of this Agreement without advance written approval of the Chief Executive Officer.

         3.     ADHERENCE TO COMPANY RULES.     Executive, at all times during the term of this Agreement, shall strictly adhere to and obey all of the Company's written rules, regulations and policies, including without limitation the Investools Code of Business Ethics (attached hereto as Exhibit A), which will be provided to Executive and are now in effect, or as subsequently adopted or modified by the Company and provided to Executive which govern the operation of the Company's business and the conduct of employees of the Company.

         4.     COMPENSATION.

         a.     Salary.     Executive shall receive an annual base salary of $285,000.04 payable in bi-weekly gross amounts of $10,961.54, which amount shall be subject to annual review by the Compensation Committee of the Company for possible increases. Executive shall receive all compensation and reimbursements pursuant to this Agreement in accordance with the customary payroll practices of the Company with respect to time and manner of payment.

         b.     Relocation Allowance.     Executive shall be entitled, without limitation, to a relocation allowance of $40,000.00 to cover all relocation related expenses in accordance with Company Policy.

         c.     Benefits.     On the first day of the month following Executive's start date, Executive shall be entitled to participate in the Executive benefit plans provided by the Company for all Executives generally, subject to the terms and conditions of the applicable plan. Additionally, Executive shall be entitled to additional travel insurance (Accidental Life & Dismemberment). The Company shall be entitled to change, amend or terminate such plans from time to time in its sole discretion.

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         d.     Paid Time Off.     During the term of this Agreement, Executive shall be entitled to five (5) weeks paid personal time (PTO) off per year, not to exceed 200 accrued hours, which shall accrue at a rate of 6.1538 hours per bi-weekly pay period. Executive shall take his PTO time in accordance with Company policies and procedures.

         e.     Expenses.     Subject to the Company's standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, the Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business related purposes, including, but not limited to, dues and fees to approved industry and professional organizations, as well as meetings of such organizations.

         f.      Discretionary Bonus.     For the calendar year 2008, Executive shall be entitled to a guaranteed, non-prorated annual bonus at least equal to 30% of Executive's base salary (the "Target Bonus"). For each calendar year subsequent to 2008, beginning with January 1, 2009, the Target Bonus and the annual bonus associated with the Target Bonus shall be reviewed annually by the Compensation Committee to ascertain whether, in the sole judgment of the reviewing committee, the Target Bonus and the annual bonus associated with the Target Bonus should be increased.

         g.     Stock Options .    Executive shall be entitled to receive 15,000 options with an exercise price equal to the stock's closing bid price on the date the option is approved by the Compensation Committee of the Board of Directors, or your hire date, whichever is later. The option is subject to approval by the Compensation Committee and all option terms will be set forth in our standard stock option agreement. Executive shall be eligible to receive future additional stock option grants, as determined by the Compensation Committee, in its sole discretion. The applicable stock option agreement and plan shall govern all other terms and conditions of Executive's options.

         h.     Restricted Shares .    Executive shall be entitled to receive 15,000 shares of restricted stock of Investools Common Stock ("Restricted Stock"), subject to the approval by the Compensation Committee, and all terms will be set forth in our standard Restricted Stock Agreement. Executive shall be eligible to receive future additional Restricted Shares, as determined by the Compensation Committee, in its sole discretion.

         i.      Retirement Plan.     On the first day of the month following 90 days after Executive's start date, Executive shall be entitled to participate in the Company's 401(k) retirement plan provided by the Company for all employees generally, subject to the terms and conditions of the applicable plan. The Company shall be entitled to change, amend or terminate such plan from time to time in its sole discretion.

         j.      Other .    Subject to applicable law, Executive and, to the extent applicable, Executive's family, dependents and beneficiaries, shall be allowed to participate in all benefits, plans and programs, including improvements or modifications of the same, which are now, or may hereafter be, available to executive employees of the Company generally; provided, however, that Executive and Executive's family shall continue to participate in such health plan under which Executive is currently covered. Such benefits, plans and programs may include, without limitation, a profit sharing plan, a thrift plan, a health insurance or health care plan, life insurance, disability insurance or a pension plan. The Company shall not, however, by reason of this Section be obligated to institute, maintain, or refrain from changing, amending or discontinuing, any such benefit plan or program, so long as such changes are similarly applicable to executive employees of the Company generally.

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         5.     TERMINATION.     The Company or Executive may terminate this Agreement and Executive's employment as provided below:

         a.     Termination by the Company for Cause.     The Company shall have the right to immediately terminate Executive's employment at any time for any of the following reasons (each of which is referred to herein as "Cause") by giving Executive written notice of the effective date of termination (which effective date may be the date of such notice):

          (i)  willful and material breach by Executive of any provision of this Agreement;

         (ii)  any act by Executive of fraud or dishonesty including, but not limited to, stealing or falsification of Company records, with respect to any aspect of the Company's business;

        (iii)  failure by Executive to follow the lawful instructions or directions from the Chief Executive Officer of the Company;

        (iv)  failure by Executive to perform in any manner under this Agreement after being given reasonable notice of such failure by the Company, along with an explanation of such failure of performance;

         (v)  misappropriation of Company funds or of any corporate opportunity;

        (vi)  conviction of Executive of a felony, or of a crime that the Company, in its sole discretion, determines involves a subject matter which may reflect negatively on the Company's reputation or business (or a plea of nolo contendere thereto);

       (vii)  acts by Executive attempting to secure or securing any personal profit not fully disclosed to and approved by the Chief Executive Officer and/or the Board of Directors ("Board") of the Company in connection with any transaction entered into on behalf of the Company;

      (viii)  gross, willful or wanton negligence, misconduct, or conduct which constitutes a breach of any fiduciary duty or duty of loyalty owed to the Company by Executive;

        (ix)  material violation of any lawful Company policy, rule, regulation or directive;

         (x)  conduct on the part of Executive, even if not in connection with the performance of his duties contemplated under this Agreement, that could result in serious prejudice to the interests of the Company, as determined by the Company in its sole discretion, and Executive fails to cease such conduct immediately upon receipt of notice to cease such conduct;

        (xi)  acceptance by Executive of employment with another employer; or

       (xii)  violation of material federal or state securities laws as determined in the sole discretion of the Company.

        If the Company terminates Executive's employment for any of the reasons set forth above, the Company shall have no further obligations to Executive hereunder from and after the effective date of termination and shall have all other rights and remedies available under this or any other agreement and at law or in equity and Executive receives nothing else.

         b.     Termination by the Company Without Cause.     The Company shall have the right to terminate Executive without Cause for any reason by providing thirty (30) days' written notice to Executive. If the Company terminates Executive without Cause by providing thirty (30) days' notice, the Company shall pay Executive through the date of termination and, subject to the limitations set forth below, the Company shall provide Executive with severance compensation in an amount equal to the greater of (i) six (6) month's base salary (based on Executive's annual salary on the date of termination), less applicable taxes or (ii) the severance pay to which

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Executive would be entitled under a severance pay plan, if any, in effect at the time of Executive's termination without Cause. Such severance compensation shall be paid in bi-weekly installments ("Installment Severance Payments") over the following six (6) months (referred to herein as the "Severance Period") in accordance with the Company's normal payroll practices and schedule. Executive shall also be entitled to the full vesting of all options and restricted shares granted to the termination date, subject to the terms and conditions of the applicable plan and agreement. All other provisions of the Stock Options Agreement and Restrictive Stock Award Agreement will remain in force. In the event Executive is in violation of Sections 7, 8, 9, 10 or 12 of this Agreement at any time during the Severance Period, the Company shall be entitled to immediately cease the payment of the Installment Severance Payments, the Company's severance obligation shall terminate and expire, and the Company shall have no further obligations hereunder from and after the date of such other employment or violation and shall have all other rights and remedies available under this Agreement or any other agreement and at law or in equity.

         c.     Voluntary Termination by Executive.     In the event that Executive's employment with the Company is voluntarily terminated by Executive for any reason, the Company shall have no further obligations hereunder from and after the date of such termination and shall have all other rights and remedies available under this Agreement or any other agreement and at law or in equity.

         d.     Termination Upon Death.     In the event that Executive shall die during his employment by the Company, the Company shall pay to Executive's estate any compensation due that would otherwise have been payable through the date of death.

         e.     Termination Upon Disability.     In the event that Executive shall become disabled during his employment by the Company, Executive's employment hereunder shall terminate and the Company shall provide Executive with severance payments equal to three (3) months' salary (based on Executive's monthly salary on the date of termination), less applicable taxes. Such severance payments shall be paid bi-weekly over a period of three months in accordance with the Company's normal payroll practices and schedule. For purposes of this Agreement, Executive shall become "disabled" if he shall become, because of illness or incapacity, unable to perform the essential functions of his job under this Agreement with or without reasonable accommodation for a continuous period of one hundred and eighty (180) days during the term of this Agreement.

         6.     CHANGE OF CONTROL.

         a.      For purposes of this Agreement, a "Change in Control" of the Company shall be deemed to have occurred at such time as:

          (i)  The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that the following acquisitions shall not constitute a Change of Control under this subsection (i): (x) any acquisition directly from the Company (excluding an acquisition by virtue of the exercise of a conversion privilege), (y) any acquisition by the Company, or (z) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or

         (ii)  Individuals who, as of the effective date hereof constitute the Board of Directors (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the effective date hereof whose election, or nomination for election by the Company's stockholders, was

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