0001047469-08-000286 Sample Contracts

FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • January 14th, 2008 • HSW International, Inc. • Communications services, nec • New York

THIS FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is entered into as of this 17th day of December, 2007 (this "Amendment"), by and among HSW INTERNATIONAL, INC., a Delaware corporation ("Company"), HOWSTUFFWORKS, INC., a Delaware corporation ("HSW"), and WEI ZHOU, a citizen of Germany ("Zhou").

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TERMINATION AGREEMENT
Termination Agreement • January 14th, 2008 • HSW International, Inc. • Communications services, nec • New York

THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into as of the 17th day of December, 2007, by and between HSW INTERNATIONAL, INC., a Delaware corporation (the "Company"), and HOWSTUFFWORKS, INC., a Delaware corporation ("HSW").

FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • January 14th, 2008 • HSW International, Inc. • Communications services, nec • New York

THIS FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT is entered into as of this day of August, 2007 (this "Amendment"), by and among INTAC INTERNATIONAL, INC., a Nevada corporation ("Seller Parent"), INTAC International Holdings Limited, a Hong Kong corporation (the "Seller"), Intac (Tianjin) International Trading Company, a wholly owned subsidiary of Seller incorporated under the laws of the People's Republic of China ("Intac Trading"), Cyber Proof Investments Ltd., a British Virgin Islands corporation (the "Purchaser") and Wei Zhou, a national of the Federal Republic of Germany and sole shareholder of Purchaser ("Purchaser Shareholder")

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 14th, 2008 • HSW International, Inc. • Communications services, nec • New York

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT is entered into as of this 23rd day of August, 2007 (this "Amendment"), by and among HSW INTERNATIONAL, INC., a Delaware corporation (the "Company"), and the Persons listed on Schedule I (collectively, the "Purchasers").

December 17, 2007
HSW International, Inc. • January 14th, 2008 • Communications services, nec

Reference is hereby made to (i) that certain Letter Agreement (the "Original Letter Agreement'), dated as of April 20, 2006, by and between HSW International, Inc. (the "Corporation") and HowStuffWorks, Inc. ("HSW"), (ii) that certain Contribution Agreement, dated as of October 2, 2007, between the Corporation and HSW regarding the contribution of certain rights and assets in China and related regions (the "PRC Contribution Agreement"), (iii) that certain Contribution Agreement, dated as of October 2, 2007, between the Corporation and HSW regarding the contribution of certain rights and assets in Brazil (the "Brazil Contribution Agreement" and together with the PRC Contribution Agreement, the "Contribution Agreements"), and (iv) that certain Update Agreement, dated as of October 2, 2007, between the Corporation and HSW (the "Update Agreement"). The Corporation and HSW desire to amend and restate the Original Letter Agreement in its entirety as set forth in this Amended and Restated Let

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 14th, 2008 • HSW International, Inc. • Communications services, nec • New York

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT is entered into as of this 23rd day of August, 2007 (this "Amendment"), by and between HSW INTERNATIONAL, INC., a Delaware corporation (the "Company"), and ASHFORD CAPITAL PARTNERS, L.P.

December 17, 2007
HSW International, Inc. • January 14th, 2008 • Communications services, nec

Reference is hereby made to (i) that certain Letter Agreement regarding trademark license option (the "Original Letter Agreement'), dated as of April 20, 2006, by and between HSW International, Inc. (the "Corporation") and HowStuffWorks, Inc. ("HSW"), (ii) that certain Contribution Agreement, dated as of October 2, 2007, between the Corporation and HSW regarding the contribution of certain rights and assets in China and related regions (the "PRC Contribution Agreement"), (iii) that certain Contribution Agreement, dated as of October 2, 2007, between the Corporation and HSW regarding the contribution of certain rights and assets in Brazil (the "Brazil Contribution Agreement" and together with the PRC Contribution Agreement, the "Contribution Agreements"), and (iv) that certain Amended and Restated Letter Agreement regarding India and Russia, dated on or about the date hereof, between the Corporation and HSW (the "India/Russia Letter Agreement"). The Corporation and HSW desire to amend a

FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 14th, 2008 • HSW International, Inc. • Communications services, nec • New York

THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT is entered into as of this 23rd day of August, 2007 (this "Amendment"), by and between HSW INTERNATIONAL, INC., a Delaware corporation (the "Company"), and HARVEST 2004, LLC.

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 14th, 2008 • HSW International, Inc. • Communications services, nec • Nevada

THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of this day of August, 2007 (this "Amendment"), by and among INTAC INTERNATIONAL, INC., a Nevada corporation ("Company"), HOWSTUFFWORKS, INC., a Delaware corporation ("HSW"), HSW INTERNATIONAL, INC., a Delaware corporation and a wholly owned subsidiary of HSW ("Parent"), and HSW INTERNATIONAL MERGER CORPORATION, a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub").

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