Formation of Marvinco

Exhibit 10.2


February 12, 1998


Marvin I. Weinberger Chairman and Chief Executive Officer Infonautics, Inc. West Valley Corporate Center 900 West Valley Road Wayne, PA 19087


Re: Formation of Marvinco
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Dear Marvin:


The purpose of this letter is to confirm the understandings that were reached between the board of directors of Infonautics, Inc. and you on Tuesday, December 16, 1997 as subsequently amended by the parties. In addition to these understandings, we also wanted to reiterate that we look forward to a spirit of cooperation and a good faith exploration of potential synergies between Infonautics and Marvinco on an on-going basis, which we hope will help establish the leadership and success of both companies within our industry.


(a) After extensive review, the board of directors of Infonautics has concluded
that it is not in the company's best interest to pursue the Electric
Schoolhouse project at this time. You have formed an entity named
"Marvinco, LLC" which will pursue the Electric Schoolhouse project. In
return for the equity interest described in (b) below, Infonautics will
transfer to Marvinco its rights in certain trademarks, trademark
applications, domain names, and tangible Electric Schoolhouse materials as
set out below in this paragraph (a). In addition, Marvinco and Infonautics
will share on a nonexclusive basis all concepts, ideas, etc. contained
within or represented by those Electric Schoolhouse materials as set out
below in this paragraph (a). Finally, you have also requested certain
other rights to non-Electric Schoolhouse Innovation Factory materials and
concepts/ideas, and we are willing to proceed as follows in this paragraph
(a) with respect to those. Therefore, it being understood that Infonautics
makes no representation or warranty of any nature in respect of any
intellectual property rights, we agree to the following:


- Infonautics will assign to Marvinco the "Electric Schoolhouse"
trademark, trademark application and eschoolhouse.com domain
name. The final legal clearance for Marvinco to use the
"Electric


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Schoolhouse" trademark will be Marvinco's responsibility.


- Infonautics will assign to Marvinco all tangible Electric
Schoolhouse materials (business plans, slide shows, demos,
business model spreadsheets, mock ups and the like) that are
specified on the attached Exhibit A (which the parties agree is,
as of the date of this letter, in a preliminary form, with any
subsequent revisions to such exhibit to be agreed to in good
faith in writing by the parties). It is understood that all
tangible and intangible Electric Schoolhouse materials and
concepts/ideas that either you personally or Marvinco have paid
for (or for which you personally or Marvinco are obligated to
reimburse Infonautics) (for example, market research, business
plans) and developed (or had developed) after November 1, 1997
are owned by you personally and/or Marvinco. Such tangible and
intangible Electric Schoolhouse materials and concepts/ideas
owned by you and/or Marvinco are those specified on the attached
Exhibit A-1 (which the parties agree is, as of the date of this
letter, in a preliminary form, with any subsequent revisions to
such exhibit to be agreed to in good faith in writing by the
parties).


- Infonautics will assign the "Innovation Factory" trademark,
trademark application and innovationfactory.com domain name to
Marvinco. The final legal clearance for Marvinco to use the
"Innovation Factory" trademark will be Marvinco's responsibility.


- Infonautics and Marvinco agree that all concepts, ideas, etc.
contained within or represented by the Electric Schoolhouse
materials will be shared on a non-exclusive basis equally between
Marvinco and Infonautics. This means, for example, that Marvinco
would be free independently to pursue and exploit any concepts,
ideas, etc. contained within or represented by the Electric
Schoolhouse materials and Infonautics would likewise be free
independently to do the same, each without any restriction or
obligation to the other. The Electric Schoolhouse concepts/ideas
owned by you and/or Marvinco as specified in Exhibit A-1 will not
be available for use by Infonautics unless (i) such
concepts/ideas are represented in or are obvious from any of the
other concepts, ideas, etc. contained within or represented by
the Electric Schoolhouse materials specified in Exhibit A or (ii)
are otherwise available to Infonautics through means other than
reference to or reliance upon the Electric Schoolhouse materials
or concepts/ideas specified in Exhibit A-1.


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- Infonautics will, at Marvinco's request, license the "Datatomics"
trademark to Marvinco on a non-exclusive basis either (i) in
connection with a license to Marvinco to use certain "Datatomics"
products or services of Infonautics or (ii) in connection with
Marvinco's use of other products or services subject to
Infonautics' prior approval not to be unreasonably withheld. In
connection with any such trademark license, Infonautics will
also, at Marvinco's request, provide to Marvinco a dedicated
portion of the domain name datatomics.com (for example,
eschoolhouse.datatomics.com or www.datatomics.com/eschoolhouse)
for Marvinco's use.


- Marvinco has expressed an interest in calling the version of
Electric Library included in the Electric Schoolhouse offerings
"Homework Helper." Infonautics' agreement specified in Exhibit
A-2 expressly permits Infonautics to authorize others to use the
Homework Helper mark solely in connection with an online service
such as Electric Library (and any special software used with such
service). Infonautics cannot under the agreement authorize
others to use the Homework Helper mark for any other purpose.
Infonautics therefore will, at Marvinco's request, license the
Homework Helper mark to Marvinco on a non-exclusive and perpetual
basis for Marvinco to identify the version of Electric Library
that Infonautics will supply to Marvinco under the remarketing
agreement pursuant to paragraph (e) below. Infonautics cannot
authorize Marvinco to use the Homework Helper mark to identify
any other service or product, except the version of Electric
Library that it might offer as part of Electric Schoolhouse.
Infonautics cannot assign the Homework Helper mark to Marvinco
because Infonautics has other contractual commitments for that
mark's use.


- Marvinco has also expressed an interest in acquiring the domain
name homeworkhelper.com or acquiring rights to use that domain
name. Because the homeworkhelper.com domain name complements our
Homework Helper trademark, Infonautics cannot assign the domain
name to Marvinco. However, in connection with a "Homework
...