8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2007

INTAC INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada
(State or Other jurisdiction
of Incorporation) 000-32621
(Commission File Number) 98-0336945
(IRS Employer
Identification No.)

Unit 6-7, 32/F., Laws Commercial Plaza
788 Cheung Sha Wan Road
Kowloon, Hong Kong
(Address of principal executive offices, including zip code)

011 (852) 2385-8789
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x   Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Amendment No. 1 on Form 8-K/A is being filed by INTAC International, Inc. solely to amend an omission of content from the original 8-K transmission of January 31, 2007. In the original transmission, certain contents of Exhibit 2.2 of the report were mistakenly omitted from the filing due to a technical error during transmission by the printer.

This Amendment No. 1 on Form 8-K/A is being filed for the sole purpose of correcting this omission, and speaks as of the original filing date, and except as indicated, has not been updated to reflect events occurring subsequent to the original filing date.

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ITEM 1.01.            Entry into a Material Definitive Agreement.

First Amendment to Agreement and Plan of Merger

On January 29, 2007, INTAC International, Inc. (“INTAC”), HowStuffWorks, Inc., a Delaware corporation (“HSW”), HSW International, Inc., a Delaware corporation (“Parent”) and HSW International Merger Corporation, a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”) entered into a First Amendment to Agreement and Plan of Merger (the “Amendment to Merger Agreement”), amending the provisions of the Agreement and Plan of Merger dated April 20, 2006 among INTAC, HSW, Parent and the Merger Sub (the “Merger Agreement”).  Pursuant to the Merger Agreement, as amended, and upon the terms and subject to the conditions set forth therein, the Merger Sub will merge with and into INTAC, with INTAC continuing as the surviving corporation (the “Merger”).  As a result of the Merger, (i) INTAC will become a wholly owned subsidiary of Parent, and (ii) each outstanding share of INTAC’s common stock, par value $0.001 per share (“INTAC Common Stock”) will be converted into the right to receive one share of Parent’s common stock, par value $0.001 per share (“Parent Common Stock”).  The closing of the Merger is subject to customary closing conditions, including approval by INTAC’s stockholders and effectiveness of a registration statement on Form S-4 to be filed with the Securities and Exchange Commission with respect to the issuance of the Parent Common Stock to INTAC’s stockholders.

The Amendment to Merger Agreement modifies certain provisions of the Merger Agreement to reflect, among other things, the execution of the Share Purchase Agreement (as described below), the execution of the Amended and Restated Stockholders Agreement (as described below) and the Equity Financing Activities (as described below).

Concurrently with the execution and delivery of the Amendment to Merger Agreement, the following events (collectively, the “Equity Financing Activities”) occurred:

·Parent and DWS Finanz-Service GmbH, a financial service company incorporated under the laws of Germany (“DWS”), entered into a First Amendment to Stock Purchase Agreement to amend the provisions of the Stock Purchase Agreement dated April 20, 2006 between the parties and pursuant to the amendment, DWS has agreed to increase its investment to purchase shares of the Parent Common Stock to $16 million;

·Various other institutional investors have agreed to purchase approximately $34 million of Parent Common Stock (this amount is an estimate based on the purchase of $27.5 million of Parent Common Stock and an additional 900,000 shares of Parent Common Stock at a price to be determined at the closing of such purchase); and

·The Stock Purchase Agreement dated April 20, 2006 among Parent, High River Limited Partnership and StuffWorks, LLC, pursuant to which High River Limited Partnership and StuffWorks, LLC have agreed to invest $10 million and $2.5 million, respectively, to purchase shares of Parent Common Stock, has been mutually terminated by the parties thereto.

The per share purchase price for certain institutional investors, including DWS, is to be calculated with reference to the lower of (i) 90% of the ten (10) trading day volume weighted average price of shares of INTAC Common Stock on Nasdaq ending on the trading day prior to the public announcement of the Amendment to Merger Agreement and (ii) 90% of the ten (10) trading day volume weighted average price of shares of Parent Common Stock commencing on the first trading day following the effective date of the shelf registration statement to be filed by Parent covering the resale of the shares of Parent Common Stock purchased by such investors (with one investor subject to an additional provision that if the per share purchase price calculated is greater than the highest trading price of Parent Common Stock on the closing date of the purchase, then the per share purchase price will be adjusted to be such highest trading price).  The per share purchase price for certain other institutional investors is to be calculated with reference to 90% of the ten (10) trading day volume weighted average price of shares of INTAC Common Stock on Nasdaq ending on the trading day prior to the public announcement of the Amendment to Merger Agreement, subject to post-closing adjustment to the number of shares of Parent Common Stock purchased by each of such investors to make the per share purchase price calculation under these agreements consistent with the per share purchase price calculation for the investors as set forth in the previous sentence.

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Also concurrently with the execution and delivery of the Amendment to Merger Agreement, Parent, HSW and the Majority Stockholder (as defined below) entered into an Amended and Restated Stockholders Agreement (the “Amended and Restated Stockholders Agreement”), amending and restating the provisions of the Stockholders Agreement dated April 20, 2006 among Parent, HSW and the Majority Stockholder (as defined below).  Pursuant to the Amended and Restated Stockholders Agreement, the parties have agreed to, among other things, (i) impose certain restrictions on the transferability of the Parent Common Stock that HSW will hold upon consummation of the Merger, (ii) impose certain restrictions on the transferability of certain shares of Parent Common Stock that the Majority Stockholder (as defined below) will hold upon consummation of the Merger, (iii) cooperate on certain corporate governance matters related to Parent and (iv) establish certain rights for Parent related to HSW’s business in certain territories.

Share Purchase Agreement

On January 29, 2007, INTAC, INTAC International Holdings Limited (“INTAC Holdings”), a Hong Kong corporation and wholly owned subsidiary of INTAC, INTAC (Tianjin) International Trading Company, a wholly owned subsidiary of INTAC Holdings incorporated under the laws of the People’s Republic of China (“INTAC Trading”), Cyber Proof Investments Ltd. (“Cyber”), a British Virgin Islands corporation wholly owned by Wei Zhou, the majority stockholder of INTAC (the “Majority Stockholder”) and the Majority Stockholder entered into a Share Purchase Agreement (the “Share Purchase Agreement”).  Pursuant to the Share Purchase Agreement, and upon the terms and subject to the conditions set forth therein, INTAC Holdings has agreed to sell all the issued and outstanding shares of Global Creative International Limited, INTAC Telecommunications Limited, INTAC Deutschland GmbH and FUTAC Group Limited (collectively, the “Distribution Companies”), each a wholly owned subsidiary of INTAC Holdings, to Cyber.  The distribution/telecommunication segment of INTAC’s business, which consists of the distribution of wireless handset products and the sale of prepaid calling cards, is conducted in whole by the Distribution Companies.  In addition, INTAC Trading has agreed to transfer its rights and control with respect to Beijing INTAC Meidi Technology Development Co., Ltd. (“Meidi Technology”) to Cyber.  In exchange, the Majority Stockholder shall transfer 3,000,000 shares of INTAC Common Stock to INTAC Holdings (“Share Purchase”).

The parties have agreed that any and all amounts paid on the receivables balance due from Lam Ching Wing on or after the execution of the Share Purchase Agreement until the closing of the Merger shall be paid into a receivables escrow account.  Further, the parties have agreed that any and all expenditures incurred by the Distribution Companies during the same period shall be paid out of the receivables escrow account.  Upon closing of the Merger, any funds remaining in the receivables escrow account will be paid to Cyber.

The Majority Stockholder has also agreed to place 1,000,000 shares of INTAC Common Stock in a payables escrow at the closing of the Merger.  INTAC has provided a representation and warranty under the Merger Agreement, as amended, that there will be no third party debt or payables upon closing under the Merger Agreement, as amended, other than debts and payables incurred in connection with the Merger and in the ordinary course of business (other than the distribution/telecommunications business).  If there is a breach of such representation and warranty by INTAC under the Merger Agreement, as amended, the Majority Stockholder shall be responsible for paying, in cash, the amount of any losses, damages, costs and expenses arising out of such breach.  If the Majority Stockholder fails to pay such amount in cash, INTAC and/or HSW International may call on the shares placed in the payables escrow.

The consummation of the Share Purchase is subject to the satisfaction of certain customary closing conditions, such as the requisite shareholder approval for the Share Purchase Agreement.

The Share Purchase Agreement may be terminated at any time prior to the closing of the Share Purchase (i) by any parties in the event that the closing shall not have occurred by August 31, 2007, unless that party’s failure to fulfill its obligations under the Share Purchase Agreement caused the failure of the closing; (ii) by any of the parties in the event that any governmental order restraining, enjoining or otherwise prohibiting the transactions contemplated by the Share Purchase Agreement has become final and nonappealable; (iii) by any parties if the other party has breached any of its representations, warranties, covenants or agreements and the breach cannot be or has not be cured within 30 days after the giving of written notice by the non-breaching party; or (iv) by mutual written consent of the parties.

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The foregoing description of the Amendment to Merger Agreement, the Share Purchase Agreement and the Amended and Restated Stockholders Agreement is qualified in its entirety by reference to the full text of the Amendment to Merger Agreement, the Share Purchase Agreement and the Amended and Restated Stockholders Agreement.  The Amendment to Merger Agreement, the Share Purchase Agreement and the Amended and Restated Stockholders Agreement have been included to provide investors and stockholders with information regarding their terms.  A copy of the Amendment to Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.  A copy of the Share Purchase Agreement is attached hereto as Exhibit 2.2 and is incorporated herein by reference.  A copy of the Amended and Restated Stockholders Agreement is attached hereto as Exhibit 2.3 and is incorporated herein by reference.

ADDITIONAL INFORMATION RELATING TO THE MERGER AND WHERE TO FIND IT

This document may be deemed to be solicitation material in respect of the proposed business combination of INTAC and Parent, but is not a substitute for the proxy statement/prospectus and any other documents INTAC and Parent would file with the Securities and Exchange Commission (“SEC”) at an appropriate time in connection with the proposed transaction.  INVESTORS AND STOCKHOLDERS OF INTAC ARE URGED TO READ SUCH PROXY STATEMENT/PROSPECTUS AND ANY OTHER SUCH DOCUMENTS, WHEN AVAILABLE, WHICH WOULD CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  The proxy statement/prospectus will be, and other documents filed or to be filed by INTAC and Parent with the SEC are or will be, available free of charge at the SEC’s website at www.sec.gov, or from INTAC by directing a request to:  J. David Darnell, Senior Vice President and Chief Financial Officer of INTAC International, Inc. at 469-916-9881 or david.darnell@intac-asia.com.  Investors and security holders are urged to read the proxy statement, prospectus and other relevant material if and when they become available before making any voting or investment decisions with respect to the Merger.

INTAC is not currently engaged in a solicitation of proxies from the stockholders of INTAC or Parent in connection with the proposed business combination between INTAC and Parent.  If a proxy solicitation commences, INTAC, Parent and their respective directors, executive officers and other employees may be deemed to be participants in such solicitation.  Information about INTAC’s directors and executive officers is available in INTAC’s proxy statement, dated January 30, 2006, for its 2006 annual meeting of stockholders.  Additional information about the interests of potential participants will be included in the proxy statement/prospectus INTAC would file with the SEC at an appropriate time.

ITEM 8.01.            Other Events.

On January 29, 2007, INTAC and Parent issued a joint press release in connection with the execution of the Amendment to Merger Agreement and the Share Purchase Agreement.

The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01.            Financial Statements and Exhibits.

(d)               Exhibits.  The following exhibits are filed herewith:

Exhibit No.		Description
	2.1	First Amendment to Agreement and Plan of Merger, dated January 29, 2007, among INTAC International, Inc., HowStuffWorks, Inc., HSW International, Inc. and HSW International Merger Corporation.
	2.2	Share Purchase Agreement, dated January 29, 2007, among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou.
	2.3	Amended and Restated Stockholders Agreement, dated January 29, 2007, among HSW International, Inc., HowStuffWorks, Inc. and Wei Zhou.
	99.1	Press Release dated January 29, 2007.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INTAC INTERNATIONAL, INC.
By:	/s/ J. David Darnell
	Name:	J. David Darnell
	Title:	Senior Vice President and Chief Financial Officer

Dated:  February 15, 2007

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EXHIBIT INDEX

Exhibit No.		Description
	2.1	First Amendment to Agreement and Plan of Merger, dated January 29, 2007, among INTAC International, Inc., HowStuffWorks, Inc., HSW International, Inc. and HSW International Merger Corporation.
	2.2	Share Purchase Agreement, dated January 29, 2007, among INTAC International, Inc., INTAC International Holdings Limited, INTAC (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou.
	2.3	Amended and Restated Stockholders Agreement, dated January 29, 2007, among HSW International, Inc., HowStuffWorks, Inc. and Wei Zhou.
	99.1	Press Release dated January 29, 2007.

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EX-2.1

Exhibit 2.1

Execution Copy

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of this 29th day of January, 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”).

Background

A.The parties have entered into that certain Agreement and Plan of Merger dated as of April 20, 2006 (the “Merger Agreement”) pursuant to which, among other things, the parties have agreed to effect the Contribution, the Merger and the Transaction, subject to the terms and conditions thereunder.

B.The parties desire to amend the Merger Agreement as set forth herein.  The Board of Directors of each of the parties hereto has approved this Amendment.

C.On or before the date hereof, Company, Intac International Holdings Limited,  a Hong Kong corporation (“Intac Holdings”), Cyber Proof Investments Ltd., a British Virgin Islands corporation, and Wei Zhou have entered into a Share Purchase Agreement dated as of January 29, 2007 and attached hereto as Exhibit A pursuant to which Cyber Proof Investments Ltd. shall purchase all of the outstanding shares of the Distribution Subsidiaries.

D.Parent, HSW and Wei Zhou have entered into an Amended and Restated Stockholders Agreement, dated as of the date hereof and attached hereto as Exhibit B (the “Amended and Restated Stockholders Agreement”), amending and restating that certain Stockholders Agreement among them dated as of April 20, 2006.

E.That certain Stock Purchase Agreement among Parent, High River Limited Partnership and StuffWorks, LLC, dated as of April 20, 2006 and attached as the original Exhibit C-1 to the Merger Agreement, has been terminated.

F.Parent and DWS Finanz-Service GmbH, on behalf of the sub-fund DWS Invest BRIC Plus of the DWS Invest SICAV, have entered into a First Amendment to Stock Purchase Agreement, dated as of the date hereof and attached hereto as Exhibit C (the “Amendment to Purchase Agreement”), amending that certain Stock Purchase Agreement between them dated as of April 20, 2006.

G.Parent has entered into six additional Stock Purchase Agreements, dated as of the date hereof and attached hereto as Exhibit D, Exhibit E, Exhibit F, Exhibit G, Exhibit H and Exhibit I with the purchasers named therein, the closing of which is an integral part of the Transaction.

H.Parent and Jeffrey Arnold have entered into an Amended and Restated Agreement, dated as of August 23, 2006 and attached hereto as Exhibit J (the “Amended and Restated Consulting Agreement”), amending and restating that certain consulting agreement between them dated as of April 20, 2006.

Agreement

NOW THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Index of Defined Terms.  The Index of Defined Terms in the Merger Agreement is hereby amended to include the following:

Defined Terms	Defined in Section
Distribution Acquisition	10.14
Distribution Acquisition Share Consideration	10.14
Distribution Business	10.14
Distribution Share Purchase Agreement	10.14
Distribution Subsidiaries	10.14
Meidi Technology	10.14

2.Stockholders Agreement.  Exhibit B attached to the Merger Agreement is hereby deleted in its entirety and the Amended and Restated Stockholders Agreement attached hereto as Exhibit B shall be substituted in lieu thereof.  Any and all references in the Merger Agreement to the Stockholders Agreement shall be deemed to be references to the Amended and Restated Stockholders Agreement.

3.Removal of High River Stock Purchase Agreement; Additional Purchase Agreements.

(a)Recital G of the Merger Agreement is hereby deleted in its entirety and the following shall be substituted in lieu thereof:

“G.Parent has entered into six Stock Purchase Agreements, attached hereto as Exhibit C-1, Exhibit C-2, Exhibit C-3, Exhibit C-4, Exhibit C-5, Exhibit C-6 and Exhibit C-7 (the “Purchase Agreements”), with the purchasers named therein, the closing of which is an integral part of the Transaction.”

(b)Exhibit C-1 attached to the Merger Agreement is hereby removed and deleted from the Merger Agreement in its entirety and the Stock Purchase Agreement attached hereto as Exhibit D shall be substituted in lieu thereof.

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(c)Exhibit C-2 to the Merger Agreement is hereby amended to include the Amendment to Purchase Agreement attached hereto as Exhibit C.

(d)The Stock Purchase Agreement attached hereto as Exhibit E shall be inserted as Exhibit C-3 to the Merger Agreement.

(e)The Stock Purchase Agreement attached hereto as Exhibit F shall be inserted as Exhibit C-4 to the Merger Agreement.

(f)The Stock Purchase Agreement attached hereto as Exhibit G shall be inserted as Exhibit C-5 to the Merger Agreement.

(g)The Stock Purchase Agreement attached hereto as Exhibit H shall be inserted as Exhibit C-6 to the Merger Agreement.

(h)The Stock Purchase Agreement attached hereto as Exhibit I shall be inserted as Exhibit C-7 to the Merger Agreement.

(i)Any and all references in the Merger Agreement to the Purchase Agreements shall be deemed to be references to the Purchase Agreements attached as Exhibit C-1, Exhibit C-2, Exhibit C-3, Exhibit C-4, Exhibit C-5, Exhibit C-6 and Exhibit C-7 to the Merger Agreement as hereby amended.

4.Arnold Consulting Agreement.  Exhibit L attached to the Merger Agreement is hereby deleted in its entirety and the Amended and Restated Consulting Agreement attached hereto as Exhibit J shall be substituted in lieu thereof.  Any and all references in the Merger Agreement to the Arnold Consulting Agreement shall be deemed to be references to the Amended and Restated Consulting Agreement.

5.Issuance of Shares to HSW.  Section 1.2 of the Merger Agreement is hereby deleted in its entirety and the following shall be substituted in lieu thereof:

“1.2Issuance of Shares to HSW.  In exchange for the Contribution, Parent will issue to HSW, as of the Effective Time, (a) that number of shares of Parent Common Stock which will, together with the shares of Parent Common Stock currently held by HSW, equal the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including the shares paid and delivered as the Distribution Acquisition Share Consideration under the Distribution Share Purchase Agreement but other than shares cancelled and retired in accordance with Section 3.1(a)), and (b) a warrant granting to HSW the right to purchase the number of shares of Parent Common Stock equal to the number of shares eligible for purchase under the Company Options assumed by Parent pursuant to Section 3.2 on the same terms and conditions as such Company Options as of the Closing Date, provided, however, that such terms and conditions shall reflect any termination of services or

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modifications of post-termination exercise periods that occur in connection with or as a result of the Merger.”

6.Board of Directors and Officers of the Surviving Corporation.  Exhibit 2.6 attached to the Merger Agreement is hereby deleted in its entirety and the Exhibit 2.6 attached hereto shall be substituted in lieu thereof.

7.Board of Directors and Officers of Parent.  Exhibit 2.7 attached to the Merger Agreement is hereby deleted in its entirety and the Exhibit 2.7 attached hereto shall be substituted in lieu thereof.

8.Merger Consideration.  Subsection (a) of Section 3.1 of the Merger Agreement is hereby deleted in its entirety and the following shall be substituted in lieu thereof:

“(a)Each share of Company Common Stock held in the treasury of Company and each share owned by Merger Sub or Parent immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; provided that it is specifically acknowledged and agreed that the shares paid and delivered as the Distribution Acquisition Share Consideration under the Distribution Share Purchase Agreement shall not be held by the Company and, accordingly, shall not be canceled hereunder;”

9.Distribution Business.  The following shall be inserted as a new Section 5.26 of the Merger Agreement:

“5.26Distribution Business.  Immediately prior to the completion of the Distribution Acquisition, the Distribution Business engaged in by Company and its Subsidiaries shall be owned and operated only by and through the Distribution Subsidiaries.  At the Closing, neither Company nor any of its Subsidiaries (other than the Distribution Subsidiaries) shall have or otherwise be responsible for any liabilities or obligations, or be a party to or bound by any contract, lease, license, commitment or other instrument, relating to or arising out of the Distribution Business (other than the payment schedule agreement between Company and Lam Ching Wing).  Immediately prior to the completion of the Distribution Acquisition, none of the Distribution Subsidiaries shall, and if the Distribution Acquisition includes the acquisition of control of Meidi Technology, Meidi Technology shall not, own or have any interest in any material assets or properties used in or necessary for, or engage in any activities relating to, the operation of any business of Company and its Subsidiaries other than the Distribution Business.”

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10.Debts As Of Closing.  The following shall be inserted as a new Section 5.27 of the Merger Agreement:

“5.27Debts As Of Closing.  At the Closing, Company and its Subsidiaries (other than the Distribution Subsidiaries) will have no liabilities, debts or payables other than (a) liabilities, debts or payables incurred in the ordinary course of business (other than the Distribution Business) consistent with past practice and (b) liabilities, debts or payables in connection with the Transaction, including attorney and investment banker fees.  Notwithstanding Section 10.1 hereof, this Section 5.27 shall survive the Effective Time for all purposes of Section 5.08 of the Distribution Share Purchase Agreement.”

11.Condition regarding Purchase Agreement.  Subsection (f) of Section 8.1 of the Merger Agreement is hereby deleted in its entirety and the following shall be substituted in lieu thereof:

“(f)each of the conditions to the obligations of the purchasers at Closing under (i) the Purchase Agreement with American Funds Insurance Series - Global Small Capitalization Fund, SMALLCAP World Fund, Inc., Chilton Investment Partners, L.P., Chilton QP Investment Partners, L.P., Chilton International, L.P., Chilton New Era Partners, L.P., Chilton New Era International, L.P., Chilton Small Cap Partners, L.P., Chilton Small Cap International, L.P. and Zeke, LP, (ii) the Purchase Agreement with Ashford Capital Management and (iii) the Purchase Agreement with Harvest 2004, LLC shall have been satisfied and the closing thereunder shall have occurred simultaneously with the Closing hereunder.”

12.Condition regarding Distribution Acquisition.

(a)The word “and” at the end of subsection (g) of Section 8.3 of the Merger Agreement is hereby deleted.

(b)The period (“.”) at the end of subsection (h) of Section 8.3 of the Merger Agreement is hereby deleted and “; and” shall be substituted in lieu thereof.

(c)The following shall be inserted as a new subsection (i) of Section 8.3 of the Merger Agreement:

“(i)each of the conditions to the obligations of Company, Intac International Holdings Limited, Cyber Proof Investments Ltd. and Wei Zhou under the Distribution Share Purchase Agreement shall have been satisfied and the closing of the Distribution Acquisition thereunder shall have occurred immediately prior to the Closing hereunder; provided that if the acquisition of control of Meidi Technology is to be included in the

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Distribution Acquisition, then all conditions required therefor in Section 6.02 of the Distribution Share Purchase Agreement shall have been fulfilled to the satisfaction of HSW and Parent.”

13.Termination Date.  The reference to “October 20, 2006” in Section 9.1(b) of the Merger Agreement is hereby deleted and a reference to “August 31, 2007” shall be substituted in lieu thereof.

14.Definitions.

(a)The following shall be inserted as a new subsection (i) of Section 10.14 of the Merger Agreement:

“(i)“Distribution Acquisition” shall mean the acquisition by Cyber Proof Investments Ltd. of the Distribution Subsidiaries which are engaged in the Distribution Business pursuant to the Distribution Share Purchase Agreement and, if applicable, the acquisition of control of Meidi Technology pursuant to and to the extent permitted under the Distribution Share Purchase Agreement.”

(b)The following shall be inserted as a new subsection (j) of Section 10.14 of the Merger Agreement:

“(j)“Distribution Acquisition Share Consideration” shall mean the 3,000,000 shares of Company Common Stock to be paid as the purchase price for the Distribution Subsidiaries and, if applicable, the control of Meidi Technology under the Distribution Share Purchase Agreement.”

(c)The following shall be inserted as a new subsection (k) of Section 10.14 of the Merger Agreement:

“(k)“Distribution Business” shall mean the business of the distribution of wireless handset products to mobile communications equipment wholesalers, agents, retailers and other distributors and the sale of prepaid calling cards engaged in by Company and its Subsidiaries.”

(d)The following shall be inserted as a new subsection (l) of Section 10.14 of the Merger Agreement:

“(l)“Distribution Share Purchase Agreement” shall mean the Share Purchase Agreement by and among Company, Intac International Holdings Limited, Intac (Tianjin) International Trading Company, Cyber Proof Investments Ltd. and Wei Zhou, dated as of January     , 2007 and attached hereto as Exhibit N, pursuant to which Cyber Proof Investments Ltd. shall purchase all

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of the outstanding shares of the Distribution Subsidiaries and may, to the extent permitted therein, acquire control of Meidi Technology.”

(e)The following shall be inserted as a new subsection (m) of Section 10.14 of the Merger Agreement:

“(m)“Distribution Subsidiaries” shall mean, collectively, (i) Global Creative International Limited, a Hong Kong corporation, (ii) INTAC Telecommunications Limited, a Hong Kong corporation, (iii) FUTAC Group Limited, a British Virgin Islands corporation, and (iv) INTAC Deutschland GmbH, a German corporation.”

(f)Subsections (i) through (m) of Section 10.14 of the Merger Agreement shall hereby be re-lettered as subsections (n) through (r), respectively.

(g)The following shall be inserted as a new subsection (s) of Section 10.14 of the Merger Agreement:

“(s)“Meidi Technology” shall mean Beijing Intac Meidi Technology Development Co., Ltd., limited liabilities company incorporated under the laws of the People’s Republic of China.”

(h)Subsections (n) through (u) of Section 10.14 of the Merger Agreement shall hereby be re-lettered as subsections (t) through (aa), respectively.

(i)Any other capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement.

15.Distribution Share Purchase Agreement.  The Share Purchase Agreement attached hereto as Exhibit A shall be inserted as Exhibit N to the Merger Agreement.

16.Board Approval.  Each of the parties hereto represents and warrants that its Board of Directors has approved this Amendment.

15.Controlling Effect; Full Force.  The parties acknowledge and agree that to the extent that the terms of this Amendment are in conflict with the terms of the Merger Agreement, this Amendment shall control.  Except as modified by this Amendment, all of the terms and conditions of the Merger Agreement shall remain in full force and effect.

16.Assignments; Parties in Interest.  Neither this Amendment nor any of the rights, interests or obligations hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties (and any assignment otherwise shall be void).  Subject to the preceding sentence, this Amendment shall be binding upon and inure solely to the benefit of each party hereto, and nothing herein, express or implied, is intended to or shall confer upon any Person not a party hereto any right, benefit or remedy of any nature whatsoever under or by reason hereof, except as otherwise provided.

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17.No Third Party Beneficiary.  This Amendment shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person.

18.Entire Agreement.  This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof.

19.Severability.  If any term or other provision hereof is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions hereof shall nevertheless remain in full force and effect provided that the economics or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party.  Upon determination by a court of competent jurisdiction that any term or other provision hereof is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

20.Counterparts.  This Amendment may be executed in two or more counterparts, including by facsimile, each of which shall be deemed an original but all of which taken together shall constitute a single agreement.

21.Governing Law.  Except to the extent that the Nevada Merger Statutes are mandatorily applicable to the Merger or to the rights of the Company Stockholders or the parties hereto with respect to the Transaction, this Amendment shall be governed in all respects by the laws of the State of New York applicable to contracts executed in and to be performed in that State (without giving effect to the provisions thereof relating to conflicts of law).

[Remainder of page left blank intentionally]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed and delivered by their respective duly authorized officers as of the date first written above.

INTAC INTERNATIONAL, INC.,
a Nevada corporation
By:	/s/ J. David Darnell
	J. David Darnell
	Senior Vice President and Chief Financial Officer
HOWSTUFFWORKS, INC.,
a Delaware corporation
By:		/s/ Jeffrey Arnold
		Jeffrey Arnold
		Chief Executive Officer
HSW INTERNATIONAL, INC.,
a Delaware corporation
By:		/s/ Jeffrey Arnold
		Jeffrey Arnold
		Chief Executive Officer
HSW INTERNATIONAL MERGER CORPORATION,
a Nevada corporation
By:		/s/ Jeffrey Arnold
		Jeffrey Arnold
		Chief Executive Officer

EXHIBIT A

DISTRIBUTION SHARE PURCHASE AGREEMENT

(New Exhibit N to Merger Agreement)

EXHIBIT B

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

(Revised Exhibit B to Merger Agreement)

EXHIBIT C

AMENDMENT TO PURCHASE AGREEMENT

(Amendment to Exhibit C-2 to Merger Agreement)

EXHIBIT D

PURCHASE AGREEMENT

(New Exhibit C-1 to Merger Agreement)

EXHIBIT E

PURCHASE AGREEMENT

(New Exhibit C-3 to Merger Agreement)

EXHIBIT F

PURCHASE AGREEMENT

(New Exhibit C-4 to Merger Agreement)

EXHIBIT G

PURCHASE AGREEMENT

(New Exhibit C-5 to Merger Agreement)

EXHIBIT H

PURCHASE AGREEMENT

(New Exhibit C-6 to Merger Agreement)

EXHIBIT I

PURCHASE AGREEMENT

(New Exhibit C-7 to Merger Agreement)

EXHIBIT J

AMENDED AND RESTATED CONSULTING AGREEMENT

(Revised Exhibit L to Merger Agreement)

EXHIBIT 2.6

DIRECTORS AND OFFICERS OF SURVIVING CORPORATION

Directors:

Jeffrey Arnold - HSW designee

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

Wei Zhou - Zhou designee

Dr. Heinz-Gerd Stein - Zhou designee

Officers:

Jeffrey Arnold	Chairman
Wei Zhou	Chief Executive Officer, President and Secretary
David Darnell	Senior Vice President, Treasurer and Chief Financial Officer

EXHIBIT 2.7

DIRECTORS AND OFFICERS OF PARENT

Directors:

Jeffrey Arnold - HSW designee

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

Wei Zhou - Zhou designee

Dr. Heinz-Gerd Stein - Zhou designee

Officers:

Jeffrey Arnold	Chairman
Wei Zhou	Chief Executive Officer [, President] and Secretary
Robert C. Bicksler	Executive Vice President and Chief Financial Officer[/Chief Operating Officer]

EX-2.2

Exhibit 2.2

Execution Copy

SHARE PURCHASE AGREEMENT

Among

INTAC INTERNATIONAL, INC.,

INTAC INTERNATIONAL HOLDINGS LIMITED,

INTAC (TIANJIN) INTERNATIONAL TRADING COMPANY

CYBER PROOF INVESTMENTS LTD.,

And

WEI ZHOU

Dated as of January 29, 2007

TABLE OF CONTENTS

	Page
ARTICLE I
DEFINITIONS
SECTION 1.01. Certain Defined Terms	2
SECTION 1.02. Definitions	4
SECTION 1.03. Interpretation and Rules of Construction	5
ARTICLE II
PURCHASE AND SALE
SECTION 2.01. Purchase and Sale	6
SECTION 2.02. Purchase Price	6
SECTION 2.03. Closing	6
SECTION 2.04. Closing Deliveries by the Seller, Seller Parent and Intac Trading	7
SECTION 2.05. Closing Deliveries by the Purchaser and Purchaser Shareholder	8
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE SELLER AND SELLER PARENT
SECTION 3.01. Organization, Authority and Qualification of the Seller, Seller Parent and Intac Trading	9
SECTION 3.02. Organization, Authority and Qualification of the Distribution Companies	9
SECTION 3.03. Capitalization; Ownership of Shares	10
SECTION 3.04. No Conflict	10
SECTION 3.05. Governmental Consents and Approvals	10
SECTION 3.06. Brokers	11
SECTION 3.07. Disclaimer	11
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER AND PURCHASER SHAREHOLDER
SECTION 4.01. Organization and Authority of the Purchaser and Purchaser Shareholder	11
SECTION 4.02. No Conflict	12
SECTION 4.03. Governmental Consents and Approvals	12
SECTION 4.04. Ownership of Seller Parent Consideration Shares	12
SECTION 4.05. Investment Purpose	13

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SECTION 4.06. Financing	13
SECTION 4.07. Litigation	13
SECTION 4.08. Brokers	13
SECTION 4.09. Independent Investigation; Seller’s Representations	13
ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.01. Access to Information	14
SECTION 5.02. Confidentiality	14
SECTION 5.03. Regulatory and Other Authorizations; Notices and Consents	15
SECTION 5.04. Retained Names and Marks	16
SECTION 5.05. Notifications; Update of Disclosure Schedule	17
SECTION 5.06. Other Assets, Intercompany Balances and Assumption of Liabilities	17
SECTION 5.07. Receivables Escrow	17
SECTION 5.08. Payables Escrow	18
SECTION 5.09. Conveyance Taxes	19
SECTION 5.10. Further Action	19
SECTION 5.11. Guarantees	19
ARTICLE VI
CONDITIONS TO CLOSING
SECTION 6.01. Conditions to Obligations of the Seller Parent and Seller to Transfer Shares	19
SECTION 6.02. Conditions to Obligations of the Seller Parent and Seller and Intac Trading to Transfer Meidi Tech Control	20
SECTION 6.03. Conditions to Obligations of the Purchaser Shareholder and Purchaser	21
ARTICLE VII
INDEMNIFICATION
SECTION 7.01. Non-Survival of Representations and Warranties	21
SECTION 7.02. Purchaser Shareholder Indemnification.	22
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER
SECTION 8.01. Termination	22
SECTION 8.02. Effect of Termination	23
ARTICLE IX
GENERAL PROVISIONS

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SECTION 9.01. Expenses	23
SECTION 9.02. Notices	23
SECTION 9.03. Public Announcements	24
SECTION 9.04. Severability	24
SECTION 9.05. Entire Agreement	24
SECTION 9.06. Assignment	24
SECTION 9.07. Amendment	24
SECTION 9.08. Waiver	24
SECTION 9.09. No Third Party Beneficiaries	25
SECTION 9.10. Currency	25
SECTION 9.11. Governing Law	25
SECTION 9.12. Waiver of Jury Trial	25
SECTION 9.13. Counterparts	26
SECTION 9.14. Purchaser Shareholder	26

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EXHIBITS

Exhibit 2.03 – Form of Written Approval Declaration

Exhibit 5.07 - Receivables Escrow Agreement

Exhibit 5.08 – Payables Escrow Agreement

iv

SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 29, 2007, 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”).

WHEREAS, the Seller is a wholly-owned subsidiary of Seller Parent and the Seller owns all of the issued and outstanding shares (the “Shares”) of Global Creative International Limited, a Hong Kong corporation (“Global”), INTAC Telecommunications Limited, a Hong Kong corporation (“INTAC Telecommunications”), INTAC Deutschland GmbH, a German corporation (“INTAC Deutschland”), and FUTAC Group Limited, a British Virgin Islands corporation (each a “Distribution Company”, and together the “Distribution Companies”) (other than one share of each of Global and INTAC Telecommunications which are held in trust by the Purchaser Shareholder for the benefit of the Seller (the “Trust Shares”));

WHEREAS, the Distribution Companies are engaged in the business of the distribution of wireless handset products to mobile communications equipment wholesalers, agents, retailers and other distributors at various locations in Hong Kong and the People’s Republic of China (“PRC”) and the sale of prepaid calling cards (the “Business”);

WHEREAS, Intac Trading controls the management of Beijing Intac Meidi Technology Development Co., Ltd. (“Meidi Technology”) pursuant to its rights under the Loan and Interest Pledge Agreement among Intac Trading, Zou Jingchen and Tianjin Weilian dated September 21, 2004 (the “Meidi Tech Agreement”)’

WHEREAS, the Seller Parent and Seller wish to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller Parent and Seller, the Shares (other than the legal interest in the Trust Shares held by Purchaser Shareholder), all upon the terms and subject to the conditions set forth herein;

WHEREAS, subject to certain contingencies, the Seller Parent, Seller and Intac Trading have agreed to transfer Intac Trading’s rights and control with respect to Meidi Technology (the “Meidi Tech Control”) to the Purchaser as an additional inducement for the Purchaser to purchase the Shares (other than the legal interest in the Trust Shares held by Purchaser Shareholder), and the Purchaser wishes to acquire such Meidi Tech Control, all upon the terms and subject to the conditions set forth herein;

WHEREAS, in consideration of the above-mentioned rights to the Shares and the right to acquire the Meidi Tech Control, the Purchaser Shareholder shall transfer 3,000,000 shares of Seller Parent common stock to Seller and, as applicable, shall cause the formation of PRC NewCo (as defined herein) as contemplated in this Agreement; and

WHEREAS, it is contemplated that the Closing (as defined below) shall occur immediately prior to the closing of the merger (“Merger”) as set forth in the Agreement and Plan of Merger, dated as of April 20, 2006, as amended from time to time, among Seller Parent,

HowStuffWorks, Inc., a Delaware corporation, HSW International, Inc., a Delaware corporation (“HSWI”), and HSW International Merger Corporation, a Nevada corporation (the “Merger Agreement”);

NOW, THEREFORE, in consideration of the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the parties hereto hereby agree as follows:

Article I

DEFINITIONS

SECTION 1.01.  Certain Defined Terms.  For purposes of this Agreement:

“Action” means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Ancillary Agreements” means the Receivables Escrow Agreement and the Payables Escrow Agreement.

“Assets” means the assets and properties of the Distribution Companies.

 “Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

  “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

“Conveyance Taxes” means sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

“Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien or encumbrance, other than any licenses of Intellectual Property.

“Governmental Authority” means any federal, national, supranational, state, provincial, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

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“HSWI Common Stock” means the common stock of HSWI, par value $0.001 per share.

“Intellectual Property” means (a) patents and patent applications, (b) trademarks, service marks, trade names, trade dress and domain names, together with the goodwill associated exclusively therewith, (c) copyrights, including copyrights in computer software, (d) confidential and proprietary information, including trade secrets and know-how, and (e) registrations and applications for registration of the foregoing.

“Law” means any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

“Liabilities” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

“Material Adverse Effect” means any circumstance, change in or effect on the Distribution Companies that is materially adverse to the consolidated results of operations or the consolidated financial condition of the Distribution Companies and Meidi Technology, taken as a whole; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect”:  (a) events, circumstances, changes or effects that generally affect the industries in which the Distribution Companies or Meidi Technology operate (including legal and regulatory changes), (b) general economic or political conditions or events, circumstances, changes or effects affecting the securities markets generally, (c) changes arising from the consummation of the transactions contemplated by, or the announcement of the execution of, this Agreement, including (i) any actions of competitors, (ii) any actions taken by or losses of employees, (iii) any delays or cancellations of orders for products or services or (iv) any stockholder litigation arising from this Agreement, (d) any reduction in the price of services or products offered by the Distribution Companies or Meidi Technology in response to the reduction in price of comparable services or products offered by a competitor, (e) any circumstance, change or effect that results from any action taken pursuant to or in accordance with this Agreement or at request of the Purchaser or Purchaser Shareholder and (f) changes caused by a material worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof.

“Novation Agreement” means a novation agreement to be entered into by and between INTAC Trading and a PRC entity to be designated by Purchaser Shareholder on or before Closing, pursuant to which INTAC Trading will transfer, assign and novate all of its rights and obligations under the Meidi Tech Agreement to such PRC entity.

“Payables Escrow Agreement” means the escrow agreement as set forth in Exhibit 5.08.

 “Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate

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or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“Purchaser Shareholder’s Knowledge” or “Knowledge of the Purchaser Shareholder” or similar terms used in this Agreement mean the actual knowledge of Wei Zhou as of the date of this Agreement (or, with respect to a certificate delivered pursuant to this Agreement, as of the date of delivery of such certificate) after reasonable inquiry as to the matter in question.

 “Receivable Escrow Agreement” means the escrow agreement as set forth in Exhibit 5.07.

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Disclosure Schedule” means the Seller Disclosure Schedule attached hereto, dated as of the date hereof and as amended or supplemented by Seller pursuant to the terms hereof, delivered by the Seller to the Purchaser and Purchaser Shareholder in connection with this Agreement.  Notwithstanding anything to the contrary contained in the Seller Disclosure Schedule or in this Agreement, the information and disclosures contained in any section of the Seller Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in any other section of the Seller Disclosure Schedule as though fully set forth in such other section for which the applicability of such information and disclosure is reasonably apparent on the face of such information or disclosure.

 “Tax” or “Taxes” means any and all taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any government or taxing authority.

“VAT License” means a valid and effective value-added telecommunications license duly issued by the Ministry of Information Industry of the PRC.

SECTION 1.02.  Definitions.  The following terms have the meanings set forth in the Sections set forth below:

Definition	Location
“Acquired Interests”	2.01(a)
“Agreement”	Preamble
“Business”	Recitals
“Closing”	2.03
“Company”	Recitals
“Control Agreements”	6.02
“Distribution Compan(ies)”	Recitals
“Existing Stock”	5.04(c)
“Guarantees”	5.11
“HSWI”	Recitals
“Intac Trading”	Preamble
“Loss”	9.02

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Definition	Location
“Meidi Tech Agreement”	Recitals
“Meidi Tech Control”	Recitals
“Meidi Technology”	Recitals
“Merger”	Recitals
“Merger Agreement”	Recitals
“Payables Escrow”	5.08
“PRC”	Recitals
“PRC NewCo”	6.02
“Purchaser”	Preamble
“Purchase Price”	2.02
“Purchaser Shareholder”	Preamble
“Receivables Escrow”	5.07
“Retained Names and Marks”	5.04(a)
“Seller”	Preamble
“Seller Indemnified Parties”	5.08(c)
“Seller Parent”	Preamble
“Seller Parent Consideration Shares”	2.02
“Shares”	Recitals
“Termination Date”	5.03(b)
“Third Party Debt”	5.08(a)
“Trust Shares”	Recitals

SECTION 1.03.  Interpretation and Rules of Construction.  In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a)           when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated;

(b)           the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c)           whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d)           the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e)           all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

5

(f)            the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(g)           references to a Person are also to its successors and permitted assigns; and

(h)           the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

Article II

PURCHASE AND SALE

SECTION 2.01.  Purchase and Sale.

(a)           Upon the terms and subject to the conditions of this Agreement, at the Closing, (i) the Seller Parent shall cause the Seller to sell to the Purchaser the Shares (excluding the legal interest in the Trust Shares held by Purchaser Shareholder), and the Purchaser shall purchase the Shares (excluding the legal interest in the Trust Shares held by Purchaser Shareholder), and (ii) subject to subsection (b) below, the Seller Parent and Seller shall cause Intac Trading to effect the transfer of the Meidi Tech Control, and the Purchaser shall acquire such Meidi Tech Control, by novation of the Meidi Tech Agreement pursuant to the Novation Agreement.  The Shares (excluding the legal interest in the Trust Shares held by Purchaser Shareholder) and the Meidi Tech Control (to the extent acquired by the Purchaser hereunder) are sometimes collectively referred to herein as the “Acquired Interests”.  Purchaser Shareholder acknowledges the transfer of the beneficial interests in the Trust Shares to the Purchaser.

(b)           The Purchaser shall have the right to acquire the Meidi Tech Control at the Closing if and only to the extent that, on or prior to the Closing, the conditions set forth in Section 6.02 shall have been met.  Any obligation of Intac Trading to transfer the Meidi Tech Control to the Purchaser shall be subject to the fulfillment, at or prior to the Closing, of each of such conditions and requirements to the satisfaction of HSWI and its Affiliates. If such conditions and requirements shall not have been fulfilled, at or prior to the Closing, to the satisfaction of HSWI and its Affiliates, the Purchaser shall have no right to acquire the Meidi Tech Control and the Meidi Tech Control shall remain with Intac Trading.

SECTION 2.02.  Purchase Price.  The purchase price for the Acquired Interests shall be 3,000,000 shares of the common stock of Seller Parent, par value $0.001 per share (the “Purchase Price”).  In consideration of the Acquired Interests, the Purchaser Shareholder shall transfer 3,000,000 shares of Seller Parent common stock to Seller at the Closing (“Seller Parent Consideration Shares”) immediately prior to the Merger (thereby reducing the number of shares of Seller Parent common stock held by Purchaser Shareholder to be exchanged for Merger Consideration).

SECTION 2.03.  Closing.  Subject to the terms and conditions of this Agreement, the sale and purchase of the Acquired Interests contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Greenberg Traurig, LLP, The Forum, 3290 Northside Parkway, Suite 400, Atlanta, Georgia 30327 on the next business day following the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in

6

Section 6.01, Section 6.02 and Section 6.03, as applicable, or at such other place or at such other time or on such other date as the parties hereto may mutually agree upon in writing.  The parties agree that the transfer of the shares in INTAC Deutschland shall be subject to a separate share transfer agreement in accordance with German law requirements to be notarized on the signing date of this Agreement, whereby the transfer of the shares in INTAC Deutschland shall be effective subject to the written approval of such share transfer agreement by the Seller, Seller Parent, the Purchaser and Purchaser Shareholder upon Closing, but prior to the Merger.   The parties shall, upon the Closing, sign written approval declarations of such share transfer agreement in the form of Exhibit 2.03 and deliver such declarations in accordance with Section 2.04 and Section 2.05.  Each party is authorized to deliver all such written approval declarations to the acting notary.

SECTION 2.04.  Closing Deliveries by the Seller, Seller Parent and Intac Trading.  At the Closing, the Seller, Seller Parent and Intac Trading shall deliver or cause to be delivered to the Purchaser:

(a)           share certificates evidencing the Shares (excluding the Trust Shares) for each Distribution Company, with all applicable stock transfer documentation (including the instruments of transfer (except in relation to the Trust Shares) and sold notes in respect of Global and INTAC Telecommunications only) duly completed and executed;

(b)           written approval declarations by the Seller and the Seller Parent of the deed of the share transfer agreement regarding the shares in INTAC Deutschland to be faxed in advance to the notary public that has notarized the transfer deed and the original of which to be delivered by courier to the same notary public;

(c)           if applicable, the executed Novation Agreement;

(d)           counterparts of the Payables Escrow Agreement executed by the Seller and Seller Parent;

(e)           a true and complete copy, certified by an officer of the Seller Parent, of the resolutions duly and validly adopted by the Board of Directors of the Seller Parent and the stockholders of the Seller Parent evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;

(f)            a true and complete copy, certified by an officer of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller and the shareholders of the Seller evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;

(g)           a true and complete copy of the resolutions duly and validly adopted by the Board of Directors of Intac Trading and the shareholders of Intac Trading evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;

7

(h)           a certificate of an officer of the Seller Parent certifying the names and signatures of the officers of the Seller Parent authorized to sign this Agreement and the Ancillary Agreements to which it is a party and the other documents to be delivered hereunder and thereunder;

(i)            a certificate of an officer of the Seller certifying the names and signatures of the officers of the Seller authorized to sign this Agreement and the Ancillary Agreements to which it is a party and the other documents to be delivered hereunder and thereunder;

(j)            a certificate of an officer of Intac Trading certifying the names and signatures of the officers of Intac Trading authorized to sign this Agreement and the Ancillary Agreements to which it is a party and the other documents to be delivered hereunder and thereunder;

(k)           a certificate of a duly authorized officer of the Seller Parent and the Seller certifying as to the matters set forth in Section 6.03(a).

SECTION 2.05.  Closing Deliveries by the Purchaser and Purchaser Shareholder.  At the Closing, the Purchaser and Purchaser Shareholder shall deliver to the Seller, Seller Parent and Intac Trading:

(a)           stock certificates evidencing 3,000,000 shares of common stock of Seller Parent, par value $0.001, duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed;

(b)           written approval declarations by the Purchaser and the Purchaser Parent of the deed of the share transfer agreement regarding the shares in INTAC Deutschland to be faxed in advance to the notary public that has notarized the transfer deed and the original of which to be delivered by courier to the same notary public;

(c)           counterparts of the Payables Escrow Agreement executed by the Purchaser and Purchaser Shareholder;

(d)           a true and complete copy, certified by an officer of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser and the shareholders of the Purchaser evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby;

(e)           a certificate of an officer of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements to which it is a party and the other documents to be delivered hereunder and thereunder;

(f)            a certificate of a duly authorized officer of the Purchaser and Purchaser Shareholder certifying as to the matters set forth in Section 6.01(a); and

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(g)           with respect to the Trust Shares, the bought note executed by the Purchaser in favor of the Purchaser Shareholder.

Article III

REPRESENTATIONS AND WARRANTIES
OF THE SELLER and seller parent

Except as set forth in the Seller Disclosure Schedule, as disclosed in the Seller Parent’s filings with the U.S. Securities Exchange Commission, as contemplated by or provided for in this Agreement or is within Purchaser Shareholder’s Knowledge, Seller and Seller Parent hereby represent and warrant to Purchaser that:

SECTION 3.01.  Organization, Authority and Qualification of the Seller, Seller Parent and Intac Trading.  Each of the Seller, Seller Parent and Intac Trading is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and each has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  Each of the Seller, Seller Parent and Intac Trading is duly licensed or qualified to do business and (except in relation to the Seller) is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not (a) adversely affect the ability of the Seller, Seller Parent or Intac Trading, as the case may be, to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements, or (b) otherwise have a Material Adverse Effect.  The execution and delivery of this Agreement and the Ancillary Agreements by the Seller, the Seller Parent and Intac Trading, the performance by the Seller, the Seller Parent and Intac Trading of their obligations hereunder and thereunder and the consummation by the Seller, the Seller Parent and Intac Trading of the transactions contemplated hereby and thereby shall be, as of Closing, duly authorized by all requisite action on the part of the Seller Parent, Seller, Intac Trading and their respective stockholders.  This Agreement has been, and upon their execution the Ancillary Agreements shall have been, duly executed and delivered by the Seller, Seller Parent and Intac Trading and (assuming due authorization, execution and delivery by the Purchaser and Purchaser Shareholder) this Agreement constitutes, and upon their execution the Ancillary Agreements shall constitute, legal, valid and binding obligations of the Seller, the Seller Parent and Intac Trading, enforceable against the Seller, Seller Parent or Intac Trading, as applicable, in accordance with their respective terms.

SECTION 3.02.  Organization, Authority and Qualification of the Distribution Companies.  Each Distribution Company is a corporation duly organized, validly existing and  (in relation to each Distribution Company not incorporated in Hong Kong) in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted.  Each Distribution Company is duly licensed or qualified to do business and (in relation to each Distribution Company not incorporated in Hong Kong) is in good standing in each jurisdiction in which the

9

properties owned or leased by it or the operation of its business makes such licensing or qualification necessary or desirable, except to the extent that the failure to be so licensed, qualified or in good standing would not (a) adversely affect the ability of the Seller and Seller Parent to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (b) otherwise have a Material Adverse Effect.

SECTION 3.03.  Capitalization; Ownership of Shares.  The authorized, issued and outstanding share capital of each Distribution Company is set forth on Section 3.03 of the Seller Disclosure Schedule.  As of the date hereof, all of the issued and outstanding shares of each Distribution Company, all of which are validly issued, fully paid and nonassessable, were not issued in violation of any preemptive rights.  There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Shares or obligating either the Seller Parent, Seller or the Distribution Companies to issue or sell any shares, or any other interest in, the Distribution Companies.  The Shares constitute all the issued and outstanding capital stock of the Distribution Companies and are owned of record (except in the case of the Trust Shares) and beneficially by the Seller free and clear of all Encumbrances.

SECTION 3.04.  No Conflict.  Assuming that all consents, approvals, authorizations and other actions described in Section 3.05 have been obtained, all filings and notifications listed in Section 3.05 of the Seller Disclosure Schedule have been made and any applicable waiting period has expired or been terminated, and except as may result from any facts or circumstances relating solely to the Purchaser or Purchaser Shareholder, the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Seller and Seller Parent do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation or bylaws (or similar organizational documents) of the Seller, Seller Parent or the Distribution Companies, (b) conflict with or violate any Law or Governmental Order applicable to the Seller, Seller Parent or the Distribution Companies or (c) except as set forth in Section 3.04(c) of the Seller Disclosure Schedule, conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Seller, Seller Parent or the Distribution Companies is a party, except, in the case of clauses (b) and (c), as would not (i) materially and adversely affect the ability of the Seller and Seller Parent to carry out their obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (ii) otherwise have a Material Adverse Effect.

SECTION 3.05.  Governmental Consents and Approvals.  The execution, delivery and performance of this Agreement and each Ancillary Agreement by the Seller and Seller Parent do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (a) as described in Section 3.05 of the Seller Disclosure Schedule, (b)  where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Seller and Seller Parent of the transactions contemplated by this Agreement and the Ancillary Agreements and would not have a Material Adverse Effect or (c) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser or any of its Affiliates.

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SECTION 3.06.  Brokers.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Ancillary Agreements based upon arrangements made by or on behalf of the Seller or Seller Parent.

SECTION 3.07.  Disclaimer.  (A) EXCEPT AS SET FORTH IN THIS ARTICLE III, NONE OF THE SELLER, SELLER PARENT, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE DISTRIBUTION COMPANIES,  THE ACQUIRED INTERESTS OR ANY OF THE ASSETS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE SELLER PARENT, SELLER AND THE DISTRIBUTION COMPANIES OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING AND (B) NONE OF THE SELLER, SELLER PARENT, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASER, THE PURCHASER SHAREHOLDER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR THE PURCHASER’S OR PURCHASER SHAREHOLDER’S USE OF, ANY INFORMATION RELATING TO THE BUSINESS, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO THE PURCHASER OR PURCHASER SHAREHOLDER, WHETHER ORALLY OR IN WRITING,  IN RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE PURCHASER OR PURCHASER SHAREHOLDER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

Article IV

representations and warranties
of the purchaser and Purchaser shareholder

The Purchaser and Purchaser Shareholder hereby represent and warrant to the Seller and Seller Parent as follows:

SECTION 4.01.  Organization and Authority of the Purchaser and Purchaser Shareholder.  The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the

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ability of Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements.  The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholders.  This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser and Purchaser Shareholder is a party shall have been, duly executed and delivered by the Purchaser and Purchaser Shareholder, and this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser and Purchaser Shareholder is a party shall constitute, legal, valid and binding obligations of the Purchaser and Purchaser Shareholder, enforceable against the Purchaser and Purchaser Shareholder in accordance with their respective terms.

SECTION 4.02.  No Conflict.  The execution, delivery and performance by the Purchaser or Purchaser Shareholder of this Agreement and the Ancillary Agreements to which it is a party do not and will not (a) violate, conflict with or result in the breach of any provision of the certificate of incorporation or bylaws (or similar organizational documents) of the Purchaser, (b) conflict with or violate any Law or Governmental Order applicable to the Purchaser, its respective assets, properties or businesses or the Purchaser Shareholder or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Purchaser or Purchaser Shareholder is a party, except, in the case of clauses (b) and (c), as would not materially and adversely affect the ability of the Purchaser and Purchaser Shareholder to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements.

SECTION 4.03.  Governmental Consents and Approvals.  The execution, delivery and performance by the Purchaser and Purchaser Shareholder of this Agreement and each Ancillary Agreement to which the Purchaser or Purchaser Shareholder is a party do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Purchaser and Purchaser Shareholder of the transactions contemplated by this Agreement and the Ancillary Agreements.

SECTION 4.04.  Ownership of Seller Parent Consideration Shares.  All of the Seller Parent Consideration Shares are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights.  There are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Seller Parent Consideration Shares or obligating either the Purchaser Shareholder or Purchaser to sell any Seller Parent Consideration Shares.  The Seller Parent Consideration Shares and are owned of record and beneficially by the Purchaser Shareholder free and clear of all Encumbrances.

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SECTION 4.05.  Investment Purpose.  The Purchaser is acquiring the Shares solely for the purpose of investment and not with a view to, or for offer or sale in connection with, any distribution thereof other than in compliance with all applicable laws, including United States federal securities laws.  The Purchaser agrees that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act and any applicable state securities laws, except pursuant to an exemption from such registration under the Securities Act and such laws.  The Purchaser is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of their investment.

SECTION 4.06.  Financing.  The Purchaser and Purchaser Shareholder have sufficient immediately available funds to pay, in cash, all amounts payable pursuant to this Agreement and the Ancillary Agreements or otherwise necessary to consummate all the transactions contemplated hereby and thereby.

SECTION 4.07.  Litigation.  As of the date hereof, no Action by or against the Purchaser or Purchaser Shareholder is pending or, to the best knowledge of the Purchaser or Purchaser Shareholder, threatened, which could affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby.

SECTION 4.08.  Brokers.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser or Purchaser Shareholder.

SECTION 4.09.  Independent Investigation; Seller’s Representations.  The Purchaser and Purchaser Shareholder has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives.  The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose.  In entering into this Agreement, the Purchaser and Purchaser Shareholder acknowledge that each has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, Seller, Intac Trading or their representatives (except the specific representations and warranties set forth in Article III and the schedules thereto).  The Purchaser and Purchaser Shareholder hereby acknowledge and agree that (a) other than the representations and warranties made in Article III, none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Distribution Companies, the Acquired Interests or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, Seller and the Distribution Companies or (iii) the probable success or

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profitability of the Business after the Closing and (b) none of the Seller Parent, Seller, Intac Trading, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or Purchaser Shareholder’s use of, any information relating to the Business, including any information, documents or material made available to the Purchaser or Purchaser Shareholder, whether orally or in writing, in responses to questions submitted on behalf of the Purchaser or Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement.

Article V

additional agreements

SECTION 5.01.  Access to Information.  (a)  From the date hereof until the Closing, upon reasonable notice, the Seller Parent shall cause the Distribution Companies and each of their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the Purchaser and its authorized representatives reasonable access to the offices, properties and books and records of the Distribution Companies and (ii) furnish to the officers, employees, and authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller Parent’s personnel and in such a manner as not to interfere with the normal operations of the Business.  Notwithstanding anything to the contrary in this Agreement, the Seller Parent and Seller shall not be required to disclose any information to the Purchaser if such disclosure would, in the Seller Parent’s sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof.  Nothing set forth herein shall be interpreted to prevent Purchaser Shareholder from acting in his capacity as chief executive officer of the Seller Parent and having access to information consistent with such position.

(b)           For a period of seven years after the Closing, the Purchaser shall (i) retain the books and records relating to the Business, the Distribution Companies and Meidi Technology relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller Parent, Seller and Intac Trading reasonable access (including the right to make, at their own expense, photocopies), during normal business hours, to such books and records; provided, however, that the Purchaser shall notify Seller Parent at least 30 days in advance of destroying any such books and records after the seventh anniversary of the Closing in order to provide the Seller Parent the opportunity to access such books and records in accordance with this Section 5.01(b).

SECTION 5.02.  Confidentiality.  (a)  Purchaser and Purchaser Shareholder agree to, and shall cause their respective Affiliates, officers, directors, employees, agents, representatives, accountants, and counsel to treat and hold as confidential (and not disclose or

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provide access to any Person to), unless compelled to disclose by judicial or administrative process or by other requirement of Law, this Agreement and the Ancillary Agreements and the contemplated transactions, and all information (i) furnished by Seller Parent, its respective Affiliates or its representatives in connection with the contemplated transactions and (ii) relating to trade secrets, processes, patent and trademark applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Business, Distribution Companies, Seller Parent and its respective Affiliates furnished by Seller Parent, its respective Affiliates and its representatives.

(b)           Notwithstanding anything herein to the contrary, each party hereto (and its representatives, agents and employees) may consult any tax advisor regarding the tax treatment and tax structure of the transactions contemplated hereby, and may disclose to any person, without limitation of any kind, the tax treatment and tax structure of such transactions and all materials (including opinions and other tax analyses) that are provided relating to such treatment or structure.

SECTION 5.03.  Regulatory and Other Authorizations; Notices and Consents. (a)  The Purchaser and Purchaser Shareholder shall use reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Ancillary Agreements and will cooperate fully with the Seller Parent and Seller in promptly seeking to obtain all such authorizations, consents, orders and approvals.   The Seller Parent, Seller and Intac Trading shall not be required to pay any fees or other payments to any Governmental Authorities in order to obtain any such authorization, consent, order or approval (other than normal filing fees that are imposed by Law on the Seller).

(b)           Without limiting the generality of the Purchaser’s and Purchaser Shareholder’s undertaking pursuant to Section 5.03(a), the Purchaser and Purchaser Shareholder agree to use best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby no later than August 31, 2007 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby.  In addition, the Purchaser and Purchaser Shareholder shall use best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date.

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(c)           Each party shall promptly notify the other parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other parties to review in advance any proposed communication by such party to any Governmental Authority.  No party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other parties in advance and, to the extent permitted by such Governmental Authority, gives the other parties the opportunity to attend and participate at such meeting.  The parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other parties may reasonably request in connection with the foregoing.  The parties will provide each other with copies of all correspondence, filings or communications between them or any of their representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

SECTION 5.04.  Retained Names and Marks.  (a)  Purchaser and Purchaser Shareholder hereby acknowledge that all right, title and interest in and to the name “INTAC”, together with all variations thereof and all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing, incorporating or associated with any of the foregoing (the “Retained Names and Marks”) are owned exclusively by the Seller Parent, and that, except as expressly provided below, any and all right of the Distribution Companies or Meidi Technology (if applicable) to use the Retained Names and Marks shall terminate as of the Closing and shall immediately revert to the Seller Parent.  Purchaser and Purchaser Shareholder further acknowledge that they have no rights, and are not acquiring any rights, to use the Retained Names and Marks.

(b)           The Purchaser shall, as soon as practicable after the Closing, but in no event later than 5 Business Days thereafter, cause the Distribution Companies and Meidi Technology (if applicable) to file amended articles of incorporation with the appropriate authorities changing its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by the Seller Parent with respect to such filings.

(c)           The Distribution Companies and Meidi Technology (if applicable) shall, for a period of 20 Business Days after the date of the Closing, be entitled to use all of their existing stocks of signs, letterheads, advertisements and promotional materials, inventory and other documents and materials (“Existing Stock”) containing the Retained Names and Marks, after which date the Purchaser shall cause the Distribution Companies and Meidi Technology (if applicable) to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, and transfer to the Seller Parent any rights with respect to Internet domain names incorporating any Retained Names or Marks.

(d)           Except as expressly provided in this Agreement, no other right to use the Retained Names and Marks is granted by the Seller Parent, Seller or Intac Trading to the Purchaser, Purchaser Shareholder, the Distribution Companies or Meidi Technology, whether by implication or otherwise, and nothing hereunder permits the Purchaser, Purchaser Shareholder, the Distribution Companies or Meidi Technology to use the Retained Names and Marks on any documents, materials, products or services other than in connection with the Existing Stock.  The

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Purchaser shall ensure that all use of the Retained Names and Marks by the Distribution Companies or Meidi Technology as provided in this Section 5.04 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the Closing.

SECTION 5.05.  Notifications; Update of Disclosure Schedule.  Until the Closing, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VI of this Agreement becoming incapable of being satisfied.  The Seller or Seller Parent may, from time to time, prior to or at the Closing, by notice given in accordance with this Agreement, supplement or amend the Seller Disclosure Schedule to correct any matter that would otherwise constitute a breach of any representation, warranty, covenant or agreement contained herein.  If, pursuant to and in accordance with Section 8.01(c), such a supplement or amendment of any section of the Seller Disclosure Schedule materially and adversely affects the benefits to be obtained by Purchaser under this Agreement, then the Purchaser shall have the right to terminate this Agreement in accordance with Section 8.01(c), but such termination shall be the Purchaser’s sole remedy relating to matters set forth in amendments or supplements to any section of the Seller Disclosure Schedule.  Notwithstanding any other provision hereof to the contrary, the Seller Disclosure Schedule and the representations and warranties made by the Seller or Seller Parent shall be deemed for all purposes to include and reflect such supplements and amendments as of the date hereof and at all times thereafter, including as of the Closing.

SECTION 5.06.  Other Assets, Intercompany Balances and Assumption of Liabilities.  In the event that the Distribution Companies contain assets that are not related to the Business or Meidi Technology contains any assets, properties or rights that are used by or in the operation of the business of Seller Parent or any of its Affiliates, the Purchaser shall transfer all such assets to the Seller Parent or its designee at or as promptly as practicable after the Closing.  The parties hereto agree that Seller and Seller Parent shall reallocate all intercompany balances between the Seller, Seller Parent and all other subsidiaries of Seller Parent (the “Continuing INTAC Entities”) on one hand and the Distribution Companies and Meidi Technology (if applicable) on the other hand prior to the Closing such that no accounts payable will be owed by the Distribution Companies or Meidi Technology to the Continuing INTAC Entities and no accounts receivable will be due to the Continuing INTAC Entities from the Distribution Companies or Meidi Technology at the Closing.  The parties hereto agree that all Liabilities of the Business and the Distribution Companies shall be assumed by the Distribution Companies prior to or at the Closing.

SECTION 5.07.  Receivables Escrow.  The Seller Parent and Purchaser Shareholder agree that any and all amounts paid on the receivables balance due from Lam Ching Wing from and after the date hereof until the closing of the Merger, including, without limitation, those receivables that are payable pursuant to the installment payment plan agreement, dated as of November 11, 2005, between Global and Lam Ching Wing and the installment payment plan agreement, dated as of October 16, 2006, between Global and Lam Ching Wing, will be paid into an escrow account (the “Receivables Escrow”) and shall be governed by the Receivables Escrow Agreement as attached hereto as Exhibit 5.07 (subject to such changes thereto as may reasonably be required by the Escrow Agent thereunder) which

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shall be executed and delivered not later than 7 days after the date of this Agreement.  Purchaser Shareholder shall use best efforts to collect the receivables from Lam Ching Wing in Purchaser Shareholder’s capacity as the chief executive officer of Seller Parent.  From the date hereof until the closing of the Merger, Seller Parent and Seller shall fund their operating expenses, capital expenditures and working capital needs other than those related to the Business and the Distribution Companies from sources other than the Receivables Escrow; provided that, prior to the closing of the Merger, Seller Parent or Seller may draw upon funds held in the Receivables Escrow to make payments on any and all Third Party Debt (as defined below).  If Seller or Seller Parent is unable to fund such operating expenses, capital expenditures or working capital needs, any shortfalls shall be drawn from the Receivables Escrow.  Any and all expenditures incurred by the Business and the Distribution Companies as of the date hereof until closing of the Merger shall be paid out of the Receivables Escrow.  Upon closing of the Merger, any funds remaining in the Receivables Escrow will be paid to Purchaser and any and all uncollected receivables due from Lam Ching Wing as of the closing of the Merger shall inure to the benefit of Purchaser.

SECTION 5.08.  Payables Escrow.  (a)  In connection with the Merger Agreement, Seller Parent shall further represent and warrant in the Merger Agreement that upon the closing of the Merger, Seller Parent shall not have any third party debt or payables other than such debts or payables incurred in connection with the Merger and in the ordinary course of business (other than the Business) consistent with past practice (“Third Party Debt”).  In connection with such representation and warranty, Purchaser Shareholder agrees to place 1,000,000 shares of Seller Parent’s common stock in escrow (the “Payables Escrow”) which shall be governed under the Payables Escrow Agreement attached hereto as Exhibit 5.08 (subject to such changes thereto as may reasonably be required by the Escrow Agent thereunder).  If there is a breach of such representation and warranty by Seller Parent under the Merger Agreement, Purchaser Shareholder shall be responsible for paying, in cash, the amount of any and all losses, damages, costs and expenses arising out of or resulting from such breach.  In the event that Purchaser Shareholder fails to pay such amount in cash, Seller Parent and/or HSWI shall be entitled, but not obligated, to call on the number of shares placed in the Payables Escrow equal to the amount due from the Purchaser Shareholder under this Section 5.08(a) divided by the per-share closing market price of HSWI Common Stock on the date that such right is exercised.

(b)           If the total amount of receivables collected for a period of one year after the closing of the Merger with respect to any receivables of Seller Parent outstanding on the closing date of the Merger is less than the Third Party Debt remaining with Seller Parent on the closing date of the Merger, Purchaser Shareholder shall be responsible for paying the amount of cash equal to such difference less any cash held by Seller Parent on the closing date of the Merger.  If Purchaser Shareholder does not pay within thirty (30) days after the one-year anniversary of the closing of the Merger the amounts owed under this Section 5.08(b), Seller Parent (or HSWI) has the right to call on the number of shares placed in the Payables Escrow equal to the amount due from the Purchaser Shareholder under this Section 5.08(b) divided by the per-share closing market price of HWSI Common Stock on the date that such right is exercised.

(c)           The Seller Parent and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “Seller Indemnified Party”) shall be indemnified and held harmless by the Purchaser Shareholder for and against any and all losses, arising out of or

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resulting from any claim or cause of action by any Person arising before or after the Closing against any Seller Indemnified Party with respect to any and all Third Party Debt relating to the Business, and shall be entitled to call on the number of shares placed in the Payables Escrow equal to the amount due from the Purchaser Shareholder under this Section 5.08(c) divided by the per-share closing market price of HSWI Common Stock on the date that such right is exercised.

SECTION 5.09.  Conveyance Taxes.  The Purchaser shall be liable for, shall hold the Seller, the Seller Parent, Intac Trading, the Distribution Companies, Meidi Technology and their Affiliates harmless against, and agrees to pay any and all Conveyance Taxes, recording fees and charges that may be imposed upon, or payable or collectible or incurred in connection with this Agreement and the transactions contemplated hereby.  The parties hereto agree to cooperate in the execution and delivery of all instruments and certificates necessary to enable the Purchaser to comply with any pre-Closing filing requirements.

SECTION 5.10.  Further Action.  The parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement, including amending the Merger Agreement as necessary to reflect the terms and conditions of this Agreement.

SECTION 5.11.  Guarantees.  On or prior to the Closing, any and all guarantees provided by Seller, Seller Parent or any of the other Continuing INTAC Entities with respect to any indebtedness or other liabilities owed by the Distribution Companies or Meidi Technology (if applicable) to any other party, including, without limitation, the guarantee provided by Seller in favor of Delta One Holland for amounts owed by INTAC Telecommunications (“Guarantees”), shall be terminated.

Article VI

CONDITIONS TO CLOSING

SECTION 6.01.  Conditions to Obligations of the Seller Parent and Seller to Transfer Shares.  The obligations of the Seller Parent and Seller to transfer the Shares as contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a)           Representations, Warranties and Covenants.  (i) The representations and warranties of the Purchaser and Purchaser Shareholder contained in this Agreement (A) that are not qualified as to “materiality” shall be true and correct in all material respects as of the Closing and (B) that are qualified as to “materiality” shall be true and correct as of the Closing, except to the extent such representations and warranties are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date, and (ii) the covenants and agreements contained in this Agreement to be complied with by the

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Purchaser and Purchaser Shareholder on or before the Closing shall have been complied with in all material respects;

(b)           Governmental Approvals.  Any waiting period (and any extension thereof) under the antitrust legislation of any relevant jurisdiction applicable to the purchase of the Acquired Interests contemplated by this Agreement shall have expired or shall have been terminated;

(c)           No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions;

(d)           Shareholder Approval.  Seller Parent, Seller and Intac Trading shall have obtained the requisite shareholder approval for this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby; and

(e)           Termination of Guarantees.  All Guarantees shall have been terminated in accordance with Section 5.11

SECTION 6.02.  Conditions to Obligations of the Seller Parent and Seller and Intac Trading to Transfer Meidi Tech Control.  The obligations of the Seller Parent, Seller and Intac Trading to transfer the Meidi Tech Control as contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a)           Closing of Acquisition of Shares.  Each of the conditions as set forth under Section 6.01 shall have been fulfilled or waived by the Seller Parent and Seller;

(b)           PRC NewCo.  Purchaser or Purchaser Shareholder shall have caused a new limited liability company to have been duly formed under the laws of the PRC, including, without limitation, with (i) a validly issued and effective business license issued by the Beijing branch State Administration of Industry and Commerce of the PRC, and (ii) duly approved articles of association approved by the Beijing branch of Ministry of Commerce of the PRC (“PRC NewCo”), whose shareholders shall have entered into agreements (the “Control Agreements”) with HSWI or any person designated by HSWI in form and substance satisfactory to HSWI for the control and management of PRC NewCo;

(c)           VAT License.  The PRC NewCo shall have been issued a valid and effective VAT License; and

(d)           BBS Permit.  The PRC NewCo shall have been issued a valid and effective permit to provide BBS related services; and

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(e)           Internet Publishing.  The PRC NewCo shall have been issued a valid and effective Permit for Internet Publishing (“中华人民共和国出版物经营许可证”) issued by the Beijing branch of the General Administration of Press and Publication of China.

SECTION 6.03.  Conditions to Obligations of the Purchaser Shareholder and Purchaser.  The obligations of the Purchaser Shareholder and Purchaser to acquire the Shares and Meidi Tech Control (if applicable) as contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a)           Representations, Warranties and Covenants.  (i) The representations and warranties of the Seller Parent and Seller contained in this Agreement (A) that are not qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all material respects as of the Closing and (B) that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct as of the Closing, other than such representations and warranties that are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date, and (ii) the covenants and agreements contained in this Agreement to be complied with by the Seller Parent and Seller at or before the Closing shall have been complied with in all material respects, provided, however, that the Seller Parent and Seller shall be deemed to have complied with this Section 6.03(a) if any action or omission of the Purchaser Shareholder shall have been the cause of, or shall have resulted in any breach or non-compliance of the representations, warranties or covenants of Seller Parent or Seller;

(b)           Governmental Approvals.  Any waiting period (and any extension thereof) under the antitrust legislation of any relevant jurisdiction applicable to the purchase of the Acquired Interests contemplated by this Agreement shall have expired or shall have been terminated;

(c)           No Order.  No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Governmental Order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement or the Ancillary Agreements illegal or otherwise restraining or prohibiting the consummation of such transactions;

Article VII

INDEMNIFICATION

SECTION 7.01.  Non-Survival of Representations and Warranties.  The representations and warranties in this Agreement shall terminate at the Closing or upon the termination of this Agreement pursuant to Section 8.01.  The covenants and other agreements in this Agreement shall terminate at the Closing or upon the termination of this Agreement pursuant to Section 8.01, except for those covenants and other agreements contained herein that by their terms apply or are to be performed in whole or in part after the Closing.

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SECTION 7.02.  Purchaser Shareholder Indemnification.  Purchaser Shareholder and Purchaser shall indemnify and hold harmless the Seller Indemnified Parties for and against any and all losses, arising out of or resulting from any claim or cause of action by any Person arising before or after the Closing against any Seller Indemnified Party in connection with the Distribution Companies or the Business.

Article VIII

TERMINATION, AMENDMENT AND WAIVER

SECTION 8.01.  Termination.  This Agreement may be terminated at any time prior to the Closing:

(a)           by any of the parties hereto, if the Closing shall not have occurred by August 31, 2007; provided, however, that the right to terminate this Agreement under this Section 8.01(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

(b)           by any of the parties hereto, in the event that any Governmental Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have become final and nonappealable;

(c)           by the Purchaser, if (i) a supplement or amendment of any section of the Seller Disclosure Schedule made by the Seller pursuant to Section 5.05 materially and adversely affects the benefits to be obtained by the Purchaser under this Agreement and (ii) any breach of a representation, warranty, covenant or agreement referred to in such supplement or amendment cannot be or has not been cured within 30 days after such supplement or amendment is made by the Seller; provided, however, that the right to terminate this Agreement under this Section 8.01(c) shall not be available to the Purchaser if any action or omission of the Purchaser Shareholder shall have been the cause of, or shall have resulted in, such breach;

(d)           by the Seller or Seller Parent, if the Purchaser or Purchaser Shareholder shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article VI, which breach cannot be or has not been cured within 30 days after the giving of written notice by the Seller Parent to the Purchaser and Purchaser Shareholder specifying such breach;

(e)           by the Purchaser, if the Seller or Seller Parent shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the failure of a condition set forth in Article VI, which breach cannot be or has not been cured within 30 days after the giving of written notice by the Purchaser to the Seller and Seller Parent specifying such breach; provided, however, that the right to terminate this Agreement under this Section 8.01(e) shall not be available to

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the Purchaser if any action or omission of the Purchaser Shareholder shall have been the cause of, or shall have resulted in, such breach; or

(f)            by the mutual written consent of all the parties hereto.

SECTION 8.02.  Effect of Termination.  In the event of termination of this Agreement as provided in Section 8.01, this Agreement shall forthwith become void and there shall be no liability on the part of either party hereto except (a) as set forth in Section 5.02 and Article IX and (b) that nothing herein shall relieve either party from liability for any breach of this Agreement occurring prior to such termination.

Article IX

GENERAL PROVISIONS

SECTION 9.01.  Expenses.  Except as otherwise specified in this Agreement, all costs and expenses, including, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 9.02.  Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by facsimile or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02):

(a)if to the Seller Parent, Seller or Intac Trading:

INTAC International, Inc.

12221 Merit Drive

Suite 600

Dallas, Texas 75251

Attention:  David Darnell

Fax: (469) 916-9892

with a copy to:

Shearman & Sterling LLP

2318 China World Tower Two

1 Jianguomenwai Dajie

100004 Beijing, China

Attention:  Lee Edwards

Fax: +(8610) 6505-1818

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(b)if to the Purchaser or Purchaser Shareholder:

Wei Zhou

Unit 6, 32/F., Laws Commercial Plaza

788 Cheung Sha Wan Road

Kowloon, Hong Kong

Fax:   + (852) 2385-1621

SECTION 9.03.  Public Announcements.  No party to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the other parties unless otherwise required by Law or applicable stock exchange regulation, and the parties shall cooperate as to the timing and contents of any such press release, public announcement or communication.

SECTION 9.04.  Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to a party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

SECTION 9.05.  Entire Agreement.  This Agreement and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof and thereof.

SECTION 9.06.  Assignment.  This Agreement may not be assigned by operation of law or otherwise without the express written consent of the parties hereto; provided, however, Seller Parent, Seller and Intac Trading may assign this Agreeement to any of their Affiliates without the consent of Purchaser or Purchaser Shareholder.

SECTION 9.07.  Amendment.  This Agreement may not be amended or modified except (a) by an instrument in writing signed by, or on behalf of each of the parties hereto or (b) by a waiver in accordance with Section 9.08.

SECTION 9.08.  Waiver.  Each party may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained herein or in any document delivered by the other parties pursuant hereto or (c) waive compliance with any of the agreements of the other parties or conditions to such party’s obligations contained herein.  Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the parties to be bound thereby.  Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other

24

term or condition of this Agreement.  The failure of any party to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 9.09.  No Third Party Beneficiaries.  Other than as set forth in this Section 9.09, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied (including the provisions of Article VII relating to indemnified parties), is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  The Parties agree that upon the closing of the Merger, HSWI shall be a third party beneficiary to this Agreement and the Ancillary Agreements and all rights of Seller Parent hereunder and thereunder shall inure to the benefit of HSWI.

SECTION 9.10.  Currency.  Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.

SECTION 9.11.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.  All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York.  Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

SECTION 9.12.  Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.12.

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SECTION 9.13.  Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

SECTION 9.14.  Purchaser Shareholder.  Purchaser Shareholder is joining as a Party to this Agreement as a guarantor of and shall be jointly liable for Purchaser’s performance of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

INTAC INTERNATIONAL, INC.
By:		/s/ J. David Darnell
		Name: J. David Darnell
		Title: Senior Vice President and Chief
		Financial Officer
INTAC INTERNATIONAL HOLDINGS LIMITED
By:	/s/ Hans Schuld
	Name: Hans Schuld
	Title: Director
INTAC (TIANJIN) INTERNATIONAL TRADING COMPANY
By:		/s/ Jingchen Zou
		Name: Jingchen Zou
		Title: General Manager
CYBER PROOF INVESTMENTS LTD.
By:	/s/ Wei Zhou
	Name: Wei Zhou
	Title: Sole Director
/s/ Wei Zhou
WEI ZHOU

EXHIBIT 2.03 - FORM OF WRITTEN APPROVAL DECLARATION

To be sent by courier and sent by facsimile to the notary public

Dr. Peter Gamon
Eschersheimer Landstraße 60
60322 Frankfurt am Main
GERMANY

FAX:      +49 (0) 69 95 50 81 00

APPROVAL DECLARATION

WHEREAS reference is made to the share transfer agreement among

1.INTAC INTERNATIONAL, INC., a Nevada corporation, having its address at Unit 6-7 32 Fl., Laws Commercial Plaza, 78 Cheung Sha Wan Road, Kowloon, Hong Kong

hereinafter: “Seller Parent”]

2.INTAC International Holdings Limited, registered with the Registrar of Companies of Hong Kong under registration number 742954, having its address at Unit 6-7 32 Fl., Laws Commercial Plaza, 78 Cheung Sha Wan Road, Kowloon, Hong Kong

hereinafter: “Seller”,

3.Cyber Proof Investments Limited, registered with the Register of International Business Companies of the British Virgin Islands under company number 588053, having its address at Akara Building, 24 De Castro Street, Wikhans Cay I, Road Town, Tortola, British Virgin Islands

hereinafter: “Purchaser”,

4.Mr. Wei Zhou, having his business address at Unit 6, 32/F., Laws Commercial Plaza, 788 Cheung Sha Wan Road, Kowloon, Hong Kong

hereinafter: “Purchaser Shareholder”,

- Seller Parent, Seller,

Purchaser and Purchaser Shareholder hereinafter together the “Parties” -

regarding the transfer from the Seller to the Purchaser of the only share in INTAC Deutschland GmbH (hereinafter “INTAC Germany”), a limited liability company under the laws of the

Federal Republic of Germany with registered office in Frankfurt am Main, Germany, and registered with the Commercial Register of the local court of Frankfurt am Main, Germany, under HRB 73711, which has been executed by four representatives of the Parties without power of representation and notarized on January [  ], 2007 in Frankfurt am Main before the notary public Dr. Peter Gamon in its offices at Eschersheimer Landstraße 60, 60322 Frankfurt am Main, Germany (Deed. No. ____/2007) (hereinafter: the “INTAC Deutschland Transfer Agreement”).

WHEREAS as a result and according to Article 7 of the INTAC Deutschland Transfer Agreement the effectiveness of the transfer is subject to the approval (Genehmigung) of this Agreement by the Parties and the notary’s receipt of all of the Parties written declarations of approval, and each Party is authorized to deliver all such declarations of approval to the acting notary and the notary is authorized to receive the approval declarations on behalf of the other Parties.

NOW THEREFORE the Parties declare as follows:

The INTAC Deutschland Transfer Agreement is hereby unconditionally and irrevocably approved.

[Signature Page follows]

Signature Page Approval Declaration

On behalf of the Seller Parent:

Place, Date

By: [Authorized Representative]

On behalf of the Seller:

Place, Date

By: [Authorized Representative]

On behalf of the Purchaser Parent:

Place, Date

By: [Authorized Representative]

On behalf of the Parent:

Place, Date

By: [Authorized Representative]

EXHIBIT 5.07 - RECEIVABLES ESCROW AGREEMENT

EXHIBIT 5.08 – PAYABLES ESCROW AGREEMENT

EX-2.3

Exhibit 2.3

Execution Copy

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

among

HSW INTERNATIONAL, INC.

HOWSTUFFWORKS, INC.

and

WEI ZHOU

Dated January 29, 2007

Table of Contents

	Page
ARTICLE 1
CERTAIN DEFINITIONS
SECTION 1.01 Certain Definitions	2
ARTICLE 2
RESTRICTIONS ON TRANSFERABILITY
SECTION 2.01 Restrictions on HSW	4
SECTION 2.02 Restrictions on WEI ZHOU	5
SECTION 2.03 Improper Sale or Encumbrance	5
SECTION 2.04 Restrictive Legends	5
ARTICLE 3
CORPORATE GOVERNANCE
SECTION 3.01 Composition of the Board, Committees and Management	6
SECTION 3.02 Agreement with Respect to Voting of Common Stock	7
ARTICLE 4
CONFIDENTIALITY
SECTION 4.01 Confidentiality	8
SECTION 4.02 Furnishing of Information	8
ARTICLE 5
OTHER MARKETS, ETC.
SECTION 5.01 Other Markets. (a)	9
SECTION 5.02 Additional Content	10
SECTION 5.03 Non-Competition	10
ARTICLE 6
MISCELLANEOUS
SECTION 6.01 Termination	10
SECTION 6.02 Notices	11
SECTION 6.03 Amendments and Waivers	12
SECTION 6.04 Binding Effect	12
SECTION 6.05 Expenses	12
SECTION 6.06 Governing Law; Jurisdiction	12
SECTION 6.07 Specific Performance	13
SECTION 6.08 Counterparts	13
SECTION 6.09 Entire Agreement	13
SECTION 6.10 Headings	13
SECTION 6.11 Severability	13
SECTION 6.12 Public Announcements	13
SECTION 6.13 Cumulative Remedies	14
SECTION 6.14 Interpretation	14
SECTION 6.15 No Third Party Beneficiaries	14
SECTION 6.16 Construction	14

ii

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of this 29th day of January, 2007 to be effective as of the Effective Time, by and among HSW INTERNATIONAL, INC., a Delaware corporation (the “Company”), HOWSTUFFWORKS, INC., a Delaware corporation (“HSW”), and WEI ZHOU, a citizen of Germany (“WEI ZHOU”).

W I T N E S S E T H:

WHEREAS, the Company, HSW and WEI ZHOU entered into that certain Stockholders Agreement dated as of April 20, 2006, to be effective as of the Effective Date (the “Original Stockholders Agreement”);

WHEREAS, the Company, HSW and WEI ZHOU now desire to amend and restate the provisions of the Original Stockholders Agreement as set forth herein.

WHEREAS, the Company, HSW, INTAC International, Inc., a Nevada corporation (“INTAC”), and HSW International Merger Corporation, a Nevada corporation (“Merger Sub”), have entered into an Agreement and Plan of Merger dated as of April 20, 2006, as amended by that certain First Amendment to Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), pursuant to which (i) HSW will contribute certain assets, properties and rights to the Company in exchange for shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”), (ii) the Merger Sub will merge into and with INTAC with INTAC surviving the merger, and (iii) all shareholders of INTAC will receive shares of Common Stock upon the Closing;

WHEREAS, upon consummation of the transactions contemplated by the Merger Agreement, each of HSW and WEI ZHOU will become a significant stockholder of the Company, and will Beneficially Own shares of Common Stock (each of HSW and WEI ZHOU, a “Stockholder”);

WHEREAS, at the Closing, the Company and HSW will be entering into two Contribution Agreements (the “Contribution Agreements”), pursuant to which HSW will contribute to the Company, among other things, certain Contributed Content (as defined therein); and

WHEREAS, the Company, HSW and WEI ZHOU wish to enter into this Agreement to set forth their agreement as to the matters set forth herein with respect to, among other things, representation on the Company’s Board, the Sale of, or creation, incurrence or assumption of an Encumbrance on, the shares of Common Stock and acquisition by HSW and WEI ZHOU of additional shares of Common Stock.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, HSW and WEI ZHOU hereby agree as follows:

ARTICLE 1
CERTAIN DEFINITIONS

SECTION 1.01  Certain Definitions.  (a)  As used in this Agreement, the following terms shall have the following respective meanings:

“Affiliate” means, with respect to any specified Person, any Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

“Applicable Restricted Period” means (a) with respect to HSW, the period ending (i) twelve (12) months after the Closing with respect to the first one-third (1/3) of the shares of the HSW Stock, (ii) eighteen (18) months after the Closing with respect to the next one-third (1/3) of the shares of the HSW Stock, (iii) twenty-four (24) months after the Closing with respect to the remaining one-third (1/3) of the shares of the HSW Stock, and (b) with respect to WEI ZHOU, the period ending twelve (12) months after the Closing.

“Beneficially Own” has the meaning given such term in Rule 13d-3 under the Exchange Act; provided that Beneficial Ownership under Rule 13d-3(d)(1)(i) shall be determined based on whether a Person has a right to acquire Beneficial Ownership irrespective of whether such right is exercisable within 60 days of the time of determination.

“Board” means the board of directors of the Company.

“Closing” has the meaning given to such term in the Merger Agreement.

“Commission” means the Securities and Exchange Commission.

“Control” (including the terms “Controlled by” and “under common Control with”) means, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Effective Time” has the meaning given to such term in the Merger Agreement.

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, adverse claim of ownership or use, or other encumbrance of any kind.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fully Diluted Basis” means, in respect of the Common Stock, the method of calculating the number of shares of Common Stock outstanding on an applicable measurement date, pursuant to which the following shares shall be deemed to be outstanding: (i) all shares of Common Stock outstanding on such measurement date, (ii) all shares of Common Stock issuable upon conversion of outstanding shares of any convertible or exchangeable securities of the

2

Company and (iii) all shares of Common Stock issuable pursuant to any outstanding stock options or warrants of the Company.

“Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order issued or promulgated by any national, supranational, state, federal, provincial, local or municipal government or any administrative or regulatory body with authority therefrom with jurisdiction over the Company, HSW or WEI ZHOU, as the case may be.

“Permitted Transferee” means, with respect to a specified Person, any Affiliate of such Person, provided that such Person is not a competitor of the Company, as reasonably determined by the Board.

“Person” means, any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement by the Commission.

“Representative” means, as to any person, such person’s Affiliates and its and their directors, officers, employees, agents, advisors (including, without limitation, financial advisors, counsel and accountants).

“Sale” means, in respect of any Common Stock, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof or of a participation therein, or other conveyance of legal or beneficial interest therein.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subsidiary” or “Subsidiaries” of any Person means any corporation, partnership, limited liability company, joint venture, association or other legal entity of which such Person (either alone or together with any other Subsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Territories” means, collectively, each “Territory” as defined in the Contribution Agreements.

(b)Each of the following terms is defined in the Section set forth opposite such term:

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Term	Section
Agreement	Preamble
Company	Preamble
Common Stock	Recitals
Confidential Information	4.01
Contribution Agreements	Recitals
HSW	Preamble
HSW Designees	3.01
HSW Stock	2.01
INTAC	Recitals
Merger Agreement	Recitals
Merger Sub	Recitals
Other Market Transaction	5.01
Stockholder	Recitals
WEI ZHOU Designees	3.01

ARTICLE 2
RESTRICTIONS ON TRANSFERABILITY

SECTION 2.01  Restrictions on HSW.  (a)  HSW understands and agrees that the shares of Common Stock issued to HSW pursuant to the Merger Agreement (the “HSW Stock”) will not have been registered for resale under the Securities Act.  During the Applicable Restricted Period, HSW may not make or solicit any Sale of, or create, incur or assume any Encumbrance with respect to, the HSW Stock; provided that, during the Applicable Restricted Period, HSW may make or solicit a Sale to a Permitted Transferee and may pledge an interest in the HSW Stock to High River Limited Partnership and/or StuffWorks, LLC pursuant to a Stock Pledge Agreement dated as of April 20, 2006 or to one or more other lenders pursuant to a Stock Pledge Agreement entered into by HSW in connection with any transaction in which the debt currently owed by HSW to High River Limited Partnership and/or StuffWorks, LLC is refinanced (pursuant to which the applicable pledgee shall succeed to all of the rights and obligations of HSW under this Agreement with respect to any shares of HSW Stock foreclosed upon thereunder); provided, further, that the restrictions contained in this Section 2.01 shall terminate and be of no further force and effect (i) with respect to one-third (1/3) of the shares of the HSW Stock, on the date that is twelve (12) months after the Closing , (ii) with respect to the next one-third (1/3) of the shares of the HSW Stock, on the date that is eighteen (18) months after the Closing, and (iii) with respect to the remaining one-third (1/3) of the shares of the HSW Stock, on the date that is twenty-four (24) months after the Closing.

(b)No Sale of HSW Stock to a Permitted Transferee shall be effective if a purpose or effect of such transfer shall have been to circumvent the provisions of this Section 2.01.  HSW shall remain responsible for the performance of this Agreement by each Permitted Transferee of HSW to which HSW Stock is transferred.  If any Permitted Transferee to which HSW Stock is transferred pursuant to Section 2.01(a) ceases to be a Permitted Transferee of HSW, such Person shall reconvey such Stock to HSW immediately before such Person ceases

4

to be a Permitted Transferee of HSW so long as such Person knows of its upcoming change of status immediately prior thereto.  If such change of status is not known until after its occurrence, the former Permitted Transferee shall make such transfer to HSW as soon as is practicable after the former Permitted Transferee receives notice thereof.

(c)HSW agrees that it will not make or solicit any Sale of, or create, incur or assume any Encumbrance with respect to, its interest in any Permitted Transferee to which it has transferred HSW Stock unless prior thereto HSW Stock held by such entity is transferred to HSW or to one or more Permitted Transferees.

SECTION 2.02  Restrictions on WEI ZHOU.  WEI ZHOU understands and agrees that the shares of Common Stock issued to him pursuant to the Merger Agreement will not have been registered for resale under the Securities Act.  During the Applicable Restricted Period, WEI ZHOU may not make or solicit any Sale of, or create, incur or assume any Encumbrance with respect to, at least four million (4,000,000) shares of the Common Stock issued to WEI ZHOU pursuant to the Merger Agreement (the “Restricted Zhou Stock”); provided that the restrictions contained in this Section 2.02 shall terminate and be of no further force and effect on the date that is twelve (12) months after the Closing.

SECTION 2.03  Improper Sale or Encumbrance.  Any attempt not in compliance with this Agreement to make any Sale of, or create, incur or assume any Encumbrance with respect to, any shares of Common Stock shall be null and void and of no force and effect, the purported transferee shall have no rights or privileges in or with respect to the Company, and the Company shall not give any effect in the Company’s stock records to such attempted Sale or Encumbrance.  Furthermore, HSW or WEI ZHOU, as applicable, and the other parties engaging or attempting to engage in such Sale or Encumbrance shall indemnify and hold harmless the Company and the other Stockholder from all losses that the Company and the other Stockholder may incur (including, without limitation, incremental tax liability and lawyers’ fees and expenses) in enforcing the provisions of this Agreement.

SECTION 2.04  Restrictive Legends.  (a)  Each certificate representing the shares of HSW Stock, each certificate representing any shares of Common Stock acquired by HSW following its acquisition of Common Stock pursuant to the Merger Agreement and each certificate representing the Restricted Zhou Stock shall be stamped or otherwise imprinted with legends in substantially the following form (in addition to any legends required by agreement or by applicable state securities laws):

(i)THE SHARES REPRESENTED BY THIS CERTIFICATE GENERALLY MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

(ii)THE SHARES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS UNDER THE TERMS OF AN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED

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JANUARY       , 2007, AS AMENDED FROM TIME TO TIME, BETWEEN THE ISSUER AND THE HOLDER HEREOF AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS OF THAT AGREEMENT.

(b)Each Stockholder consents to the Company making a notation on its records and giving instructions to any transfer agent of its capital stock in order to implement the restrictions on transfer established in this Agreement.

(c)If any HSW Stock or any Restricted Zhou Stock ceases to be subject to any and all restrictions on Sale or Encumbrance set forth in Section 2.01 or 2.02 of this Agreement, as applicable, or the other provisions set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such HSW Stock or such Restricted Zhou Stock, as applicable, without the first paragraph or without the second paragraph, as applicable, of the legends required by Section 2.04 endorsed thereon.

ARTICLE 3
CORPORATE GOVERNANCE

SECTION 3.01  Composition of the Board, Committees and Management.  (a)  From and after the Closing, the number of directors comprising the Board shall be seven (7), or such number of directors as may be determined by the Board in accordance with the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company, effective as of the Closing.  At all times, a majority of the directors on the Board shall be independent directors and the independent directors (including those designated by any Stockholder) shall meet all requirements regarding the independence of directors as may be applicable to the Company pursuant to applicable Law or the rules of the stock exchange on which the shares of Common Stock are listed.

As of the Closing, HSW, WEI ZHOU and the Company, through the Board, shall take all such action as may be necessary (i) to cause the persons designated by each Stockholder as set forth in Exhibit 3.01(a) to be duly appointed to the Board, each to serve until the next annual election of directors of the Company (unless any such person originally designated by a Stockholder is unable to serve in such capacity, in which event such Stockholder shall designate a substitute individual), and (ii) to cause the Special Committee, the Compensation Committee and the Audit Committee of the Board to be duly established, each composed of the persons set forth in Exhibit 3.01(a) and to serve for such term during which such person remains a director of the Company.  HSW shall have the right to designate five (5) directors (three (3) of whom shall be independent directors) and such directors designated by HSW shall be referred to herein as the “HSW Designees”.  WEI ZHOU shall have the right to designate two (2) directors (one (1) of whom shall be an independent director) and such directors designated by WEI ZHOU shall be referred to herein as the “WEI ZHOU Designees”.  Each Stockholder shall have the right to request the removal, with or without cause, of any directors designated by such Stockholder, and  HSW, WEI ZHOU and the Company, through the Board, shall cause any such person to be removed from the Board.

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If any director shall be unable or unwilling to serve as a director (including as a member of any committee), the Stockholder which designated such individual as set forth in Exhibit 3.01(a) shall designate another individual and each of HSW, WEI ZHOU and the Company, through the Board, shall cause such person to be nominated for such position.  If it is determined that any incumbent director designated by a Stockholder shall not stand for re-election at any annual meeting of the Company’s stockholders, such Stockholder shall designate the person who shall be nominated for election as a director in lieu of such incumbent director.

(b)Following the nomination of the designees to the Board pursuant to Section 3.01(a), at each election of directors at which the term of any director designated by a Stockholder will expire, the Board shall (i) recommend for election to the Board a nominee who shall be designated by the Stockholder that initially designated the director whose term will expire, and (ii) shall use best efforts to solicit proxies in favor of such nominee consistent with the efforts used to solicit proxies for any other Board nominees.

(c)In addition to the Special Committee, the Compensation Committee and the Audit Committee, the Board shall have such other committees as the Board may from time to time determine, as may be permitted under applicable Law, the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company.  Each of the Special Committee, the Compensation Committee and the Audit Committee shall be comprised of at least three (3) members.  One independent director designated by each Stockholder shall serve on each committee of the Board.  All members of the Compensation Committee and the Audit Committee shall be independent directors.

(d)Each Stockholder hereby agrees that at every meeting of the Company’s stockholders at which directors are to be elected or at any meeting at which the removal of a director is subject to the vote of the Company’s stockholders, each Stockholder and its Permitted Transferees shall cause all of their shares of Common Stock to be represented either by proxy or in person and to be voted in favor of (i) the election of the HSW Designees and WEI ZHOU Designees and (ii) the removal of any HSW Designee if requested by HSW or the removal of any WEI ZHOU Designee if requested by WEI ZHOU.   If directors are to be elected or removed by written consent of the Company’s stockholders, each Stockholder agrees that it and its Permitted Transferees shall execute written consents in favor of (x) the election of the HSW Designees and WEI ZHOU Designees and (y) the removal of any HSW Designee if requested by HSW or the removal of any WEI ZHOU Designee if requested by WEI ZHOU.

(e)In order to effectuate this Section 3.01, each Stockholder hereby grants to the Secretary of the Company an irrevocable proxy pursuant to Section 212(e) of the General Corporation Law of the State of Delaware, coupled with an interest, such proxy to be used solely in the event of a breach of or non-compliance with Section 3.01(d) above, solely for the purpose of voting all of the shares of Common Stock of the Company owned by such Stockholder in favor of (i) the election of all HSW Designees and WEI ZHOU Designees and (ii) the removal of any HSW Designee if requested by HSW or the removal of any WEI ZHOU Designee if requested by WEI ZHOU.

SECTION 3.02  Agreement with Respect to Voting of Common Stock.  With respect to all matters submitted to a vote of holders of Common Stock (other than the election of

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directors as covered by Section 3.01 above), each Stockholder and its Permitted Transferees may vote all shares of Common Stock held by them in their absolute discretion.

ARTICLE 4
CONFIDENTIALITY

SECTION 4.01  Confidentiality.  (a)  Each Stockholder agrees and acknowledges that Confidential Information (as defined below) furnished and to be furnished to it was and will be made available in connection with such Stockholder’s investment in the Company.  Each Stockholder agrees that it will use, and will cause any Person to whom it discloses Confidential Information pursuant to clause (i) below to use, the Confidential Information only in connection with its investment in the Company and not for any other purpose (including, without limitation, to disadvantage competitively the Company).  Each Stockholder further acknowledges and agrees that it will not disclose any Confidential Information to any Person, provided that Confidential Information may be disclosed (i) to such Stockholder’s Representatives and Affiliates in the normal course of the performance of its and their duties, or to any financial institution providing credit to such Stockholder, (ii) to the extent required by applicable Law (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which a Stockholder is subject), provided that such Stockholder gives the Company prompt notice of such request(s), to the extent practicable, so that the Company may seek an appropriate protective order or similar relief and such Stockholder shall cooperate with such efforts by the Company, and shall in any event make only the minimum disclosure required by such law, rule or regulation, (iii) to any regulatory authority or rating agency to which such Stockholder or any of its Affiliates is subject or with which it has regular dealings, as long as such authority or agency is advised of the confidential nature of such information or (iv) if the prior written consent of the Company shall have been obtained.

(b)“Confidential Information” means all information about the Company furnished by the Company or its Representatives, whether furnished before or after the date hereof, whether oral or written, and regardless of the manner or form in which it is furnished, including, without limitation, all notes, analyses, compilations, studies, forecasts, interpretations or other documents prepared by a Stockholder or its Representatives which contain, reflect or are based upon, in whole or in part, the information furnished to such Stockholder or its Representatives pursuant hereto.  Confidential Information does not include, however, information which (i) is or becomes generally available to the public other than as a result of a disclosure by such Stockholder or its Representatives in violation of this Agreement or other obligation of confidentiality, (ii) was available to such Stockholder on a nonconfidential basis prior to its disclosure by the Company or the Company’s Representatives, or (iii) becomes available to such Stockholder on a nonconfidential basis from a Person (other than the Company or the Company’s Representatives) who is not prohibited from disclosing such information to such Stockholder by a legal, contractual or fiduciary obligation to the Company or any Representative of the Company.

SECTION 4.02  Furnishing of Information.  The Company shall furnish or make available to each Stockholder any documents filed by the Company pursuant to each of Section 13, 14 and 15(d) of the Exchange Act and all annual, quarterly or other reports furnished to the

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Company’s public security holders and all such other information concerning the Company and its Subsidiaries as such Stockholder may reasonably request.

ARTICLE 5
OTHER MARKETS, ETC.

SECTION 5.01  Other Markets.  (a)  If HSW wishes or proposes to, or receives a bona fide offer from any other Person to, engage in a transaction involving an investment in or purchase or other acquisition of a direct or indirect interest in any entity, business, assets, properties or securities in exchange for or in connection with a sale, transfer, assignment or license of HSW’s rights in the Licensed Content (as defined in the Contribution Agreements) or the Sublicensed Content (as defined in the Contribution Agreements) in any territory outside the United States or the Territories (an “Other Market Transaction”), HSW agrees to:

(i)give the Company written notice of such contemplated Other Market Transaction which written notice shall constitute an irrevocable offer to the Company to participate in such Other Market Transaction in accordance with this Section (should such Other Market Transaction occur) and shall include detailed information relating to the material terms of such Other Market Transaction, including the identity of the parties, a description of the assets and business in reasonable detail, the price and the basis for determining the price; and

(ii)following delivery of such written notice, discuss with the Company its participation in such Other Market Transaction in good faith for a period of time expiring on the earlier of: (A) sixty (60) days from the date of such written notice, and (B) the date on which the Company notifies HSW that it is not interested in participating in such Other Market Transaction; provided, however, that HSW shall have the right to proceed with the closing of such Other Market Transaction prior to the expiration of such period as long as the Company’s ability to participate in the Other Market Transaction in accordance with this Section after such closing shall not be adversely affected.

(b)If HSW elects to participate in any such Other Market Transaction, the Company or one of its Subsidiaries shall have the right to acquire not less than twenty-five percent (25%) and not more than fifty percent (50%) of HSW’s interest in such Other Market Transaction at a price equal to US$10 million for fifty percent (50%) of HSW’s interest in such Other Market Transaction, provided that if the Company (or its Subsidiary) elects to purchase less than fifty percent (50%) of HSW’s interest in such Other Market Transaction, the price shall be decreased in proportion to the decrease in percentage of HSW’s interest in such Other Market Transaction purchased by the Company (or its Subsidiary).  The Company shall have sixty (60) days from the date of the written notice from HSW under Section 5.01(a) within which to notify HSW, in writing, that it elects to purchase a portion (and stating the amount of such portion) of HSW’s interest in such Other Market Transaction.  Failure by the Company to give written notice to HSW within such period shall constitute a rejection of the offer to participate in such Other Market Transaction.

(c)The closing of the purchase by the Company of a portion of HSW’s interest in any such Other Market Transaction shall occur (i) at the time and place of the closing of such Other Market Transaction or (ii) if the closing of such Other Market Transaction has occurred

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prior to notice of election from the Company pursuant to Section 5.01(b), at the principal offices of HSW not later than fifteen (15) days following the date of such notice of election from the Company.

(d)Notwithstanding any other provision of this Agreement, HSW shall be under no obligation to enter into any Other Market Transaction and the determination of whether to enter into any Other Market Transaction shall be made by HSW in its sole and absolute discretion.

SECTION 5.02  Additional Content.  If the Company acquires, directly or indirectly, whether by purchase, transfer, assignment or license, any rights in any text, images, designs, graphics, artwork or other content (the “Additional Content”), the Company shall use commercially reasonable efforts to obtain, as a part of such acquisition, (i) the worldwide digital publishing rights to such Additional Content and (ii) digital publishing rights for HSW in respect of such Additional Content for use outside the Territories ((i) and (ii), collectively the “Additional Rights”).  Notwithstanding the foregoing, the Company shall not be required to pay or be obligated to incur additional fees or costs for Additional Rights obtained for HSW unless HSW agrees to bear such additional fees and/or costs.  In the event additional fees or costs are required, the Company shall give HSW the opportunity to be involved in the negotiations regarding amount of such additional fees and/or costs (and the Additional Rights obtained therefor) and shall obtain HSW’s written consent prior to agreeing to such additional fees and/or costs.

SECTION 5.03  Non-Competition.  The Company covenants and agrees that, during the term of this Agreement, it shall not, and shall use its best efforts to cause each of its Subsidiaries not to, within the United States, directly or indirectly, either on its own behalf or in partnership or cooperation with any Person, whether as principal, agent, consultant, member, shareholder, partner, joint venturer or the like, (a) enter into any agreement with, hold any equity or financial interest in, or permit its name or any part thereof to be used or associated in business with, any Person that provides any services or products that compete with any services or products of HSW in the United States, or (b) otherwise provide any services or products that compete with any services or products of HSW in the United States, except with the prior written consent of HSW.

ARTICLE 6
MISCELLANEOUS

SECTION 6.01  Termination.  (a)  This Agreement shall become effective as of the Effective Time and shall terminate only:

(i)by virtue of a written agreement to that effect, signed by all parties hereto or all parties then possessing any rights hereunder; or

(ii)upon the expiration of (A) all rights created hereunder and (B) all statutes of limitations applicable to the enforcement of claims hereunder;

provided that the Company’s right to participate in any Other Market Transaction and HSW’s rights in and to any Additional Content pursuant to Article V shall terminate and be of no further

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force and effect three (3) years from the date hereof; provided further, however, that no termination of this Agreement pursuant to paragraph (i) or (ii) above shall affect the right of any party to recover damages or collect indemnification for any breach of the covenants herein that occurred prior to such termination.

(b)The rights of a Stockholder under Articles II, III and Section 4.02 shall terminate and be of no further force and effect upon the date on which such Stockholder and its Affiliates, in the aggregate, Beneficially Own less than 10% of the Common Stock calculated on a Fully Diluted Basis;

(c)The restrictions on the Sale of, or creation, incurrence or assumption of an Encumbrance on, Common Stock contained in Section 2.01 of this Agreement shall terminate if the Company publicly announces the completion of definitive agreements, whether accomplished through one or a series of related transactions, with respect to (i) a merger, consolidation or other business combination following which the outstanding Common Stock immediately prior to such transaction will represent less than 50% of the outstanding Common Stock of the Company or other entity surviving such transaction or any entity Controlling the Company immediately after the completion of the transaction or (ii) a Sale of all or substantially all of the assets of the Company and its Subsidiaries.

SECTION 6.02  Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by facsimile (with confirmation of receipt) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified by notice given in accordance with this Section 6.02):

(a) if to the Company:
	One Capital City Plaza
	3350 Peachtree Road
	Suite 1500
	Atlanta, Georgia 30326
	Attention: Legal Department
	Facsimile: 404-760-3458
(b) if to HSW:
	One Capital City Plaza
	3350 Peachtree Road
	Suite 1500
	Atlanta, Georgia 30326
	Attention: Legal Department
	Facsimile: 404-760-3458

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(c) if to WEI ZHOU:
	Unit 6, 32/F., Laws Commercial Plaza
	788 Cheung Sha Wan Road
	Kowloon, Hong Kong
	Facsimile:+ (852) 2385-1621

SECTION 6.03  Amendments and Waivers.  (a)  Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all parties hereto, or in the case of a waiver, by the party or parties against whom the waiver is to be effective.

(b)No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(c)This Agreement shall not be assigned without the express written consent of all the parties hereto (which consent may be granted or withheld in the sole discretion of any party).

SECTION 6.04  Binding Effect.  This Agreement shall be binding upon and inure to the benefit of all of the parties, and to the extent permitted by this Agreement, their successors, executors, administrators, heirs, legal representatives and assigns.

SECTION 6.05  Expenses.  Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses.

SECTION 6.06  Governing Law; Jurisdiction.  (a)  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

(b)All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York.  The parties hereto hereby (i) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement may not be enforced in or by any of the above-named courts.

(c)Subject to applicable Law, process in any such claim, action, suit or proceeding may be served on any party anywhere in the world, whether within or without the

12

jurisdiction of any such court.  Without limiting the foregoing and subject to applicable Law, each party agrees that service of process on such party as provided in Section 6.02 shall be deemed effective service of process on such party.  Nothing herein shall affect the right of any party to serve legal process in any other manner permitted by Law or at equity.  EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.  Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other party have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this article.

SECTION 6.07  Specific Performance.  The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties hereto shall be entitled to specific performance of the terms hereof, in addition to any other remedy at Law or in equity.

SECTION 6.08  Counterparts.  This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Copies of executed counterparts transmitted by telecopy or other electronic transmission service shall be considered original executed counterparts for purposes of this Section 6.08; provided that receipt of copies of such counterparts is confirmed.

SECTION 6.09  Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 6.10  Headings.  The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereto.

SECTION 6.11  Severability.  If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

SECTION 6.12  Public Announcements.  Except as required by Law or by the requirements of any securities exchange on which the securities of a party hereto are listed, no party to this Agreement shall make, or cause to be made, any press release or public

13

announcement in respect of this Agreement or otherwise communicate with any news media with respect to this Agreement without the prior written consent of the other parties, and the parties shall cooperate as to the timing and contents of any such press release or public announcement.

SECTION 6.13  Cumulative Remedies.  The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies.  Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

SECTION 6.14  Interpretation.  Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable.  Unless otherwise specified, all references herein to “Articles”, “Sections” and paragraphs shall refer to corresponding provisions of this Agreement.

SECTION 6.15  No Third Party Beneficiaries.  This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors, and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

SECTION 6.16  Construction.  Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any controversy, claim or dispute relating to, in connection with or involving this Agreement.  Accordingly, the parties hereto hereby waive the benefit of any rule of Law, or any legal decision that would require, in cases of uncertainty, that the language of a contract should be interpreted most strongly against the party who drafted such language.

[SIGNATURES ON NEXT PAGE]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

HSW INTERNATIONAL, INC.
By:	/s/ Jeffrey Arnold
	Name:	Jeffrey Arnold
	Title:	Chief Executive Officer
HOWSTUFFWORKS, INC.
By:	/s/ Jeffrey Arnold
	Name:	Jeffrey Arnold
	Title:	Chief Executive Officer
/s/ Wei Zhou
WEI ZHOU

EXHIBIT 3.01(a)

Members of the Board of Directors of the Company

1.  Five (5) Directors designated by HSW:

Jeffrey Arnold – HSW designee

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

2.  Two (2) Directors designated by WEI ZHOU:

WEI ZHOU – WEI ZHOU designee

Dr. Heinz-Gerd Stein – WEI ZHOU designee

Members of the Special Committee

WEI ZHOU

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

Members of the Compensation Committee

Dr. Heinz-Gerd Stein

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

Members of the Audit Committee

Dr. Heinz-Gerd Stein

[HSW designee to be designated prior to the Effective Time.]

[HSW designee to be designated prior to the Effective Time.]

EX-99.1

Exhibit 99.1

Press Release

HowStuffWorks and INTAC International Announce Increased Financing to Approximately $50 Million for Their HSW International Merger

HONG KONG and ATLANTA, Jan. 29 /PRNewswire-FirstCall/ — INTAC International, Inc. (Nasdaq: INTN / FSE: WKN 805768) (“INTAC”), an emerging provider of educational and career development services, software for educational institutions and distributor of wireless handset products in China, and HowStuffWorks, Inc. (“HowStuffWorks”), an online publishing company widely recognized as a leading source for clear, reliable explanations of how everything actually works, today announced increased financing to approximately $50 million in connection with the merger transaction (the “Merger”) between INTAC and HSW International, Inc. (“HSW International”) announced in a press release dated April 20, 2006. This amount is an estimate based upon agreements for the purchase of $43.5 million of common stock of HSW International and an additional 900,000 shares of common stock of HSW International at a price to be determined at the time of effectiveness of a registration statement expected to be filed.

INTAC’s largest institutional shareholder, which previously agreed to purchase $10 million of common stock of HSW International, has agreed to increase such amount to a total of $16 million. Concurrently, various institutional investors have agreed to purchase approximately $34 million of common stock of HSW International. This increased capital will allow HSW International to finance the growth and development of its new businesses in emerging markets, commencing with China and Brazil.

The common stock has not been registered, is being sold pursuant to an exemption from registration, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. HSW International has agreed to register such common stock for resale. The Stock Purchase Agreement with High River Limited Partnership and StuffWorks, LLC, as previously announced on April 20, 2006, has been mutually terminated by the parties thereto.

In addition, INTAC today announced that it has entered into a Share Purchase Agreement to sell its wireless handset distribution business to an entity affiliated with its Chairman and CEO, Wei Zhou, in accordance with the letter of intent as previously announced on August 10, 2006. Such entity has agreed to purchase the wireless distribution business in exchange for 3 million shares of the INTAC common stock held by Mr. Zhou. The consummation of this transaction is anticipated to be concurrent with the closing of the Merger.

In connection with these agreements, INTAC, HowStuffWorks, and HSW International have amended the Agreement and Plan of Merger among the parties to reflect recent developments.

The closing of the Merger is subject to customary closing conditions, including approval by INTAC’s shareholders and effectiveness of a registration statement on Form S-4 to be filed with the Securities

and Exchange Commission with respect to the issuance of the common stock of HSW International to shareholders of INTAC.

About INTAC International, Inc.

INTAC International, Inc. is a leading provider of integrated educational and career development services as well as management software products for educational institutions in China. INTAC International is also engaged in the distribution of premium brand wireless handset products. INTAC is a Nevada corporation and is headquartered in Hong Kong.

About HowStuffWorks, Inc.

HowStuffWorks, Inc. is an online publishing company that provides objective, credible and useful information for people to learn about the world around them and make smart decisions. The company’s award-winning Web site is the ultimate source for in-depth, easy-to-understand explanations, expert product reviews, comprehensive buying guides and informational videos, simplifying thousands of topics in the areas of health, science, travel, automotive, electronics and consumer products, among others.

HowStuffWorks is the exclusive digital publisher for Consumer Guide and Mobil Travel Guide, leading providers of expert reviews and ratings online at ConsumerGuide.com and MobilTravelGuide.com. Founded in 1999, HowStuffWorks is headquartered in Atlanta, GA. For more information, visit http://www.howstuffworks.com.

Forward-Looking Statements

This press release contains “forward-looking statements,” including, among other statements, statements regarding the proposed business combination between INTAC and HSW International, Inc. and the proposed sale of INTAC’s wireless distribution business. Statements made in the future tense, and words such as “anticipate”, “expect”, “project”, “believe”, “plan”, “estimate”, “intend”, “will”, “may” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of INTAC. Relevant risks and uncertainties include those referenced in INTAC’s filings with the Securities and Exchange Commission (“SEC”) (which can be obtained as described in “Additional Information” below), and include but are not limited to: general industry conditions and competition; economic conditions, such as interest rate and currency exchange rate fluctuations; technological advances and patents attained by competitors; challenges inherent in new product development, including obtaining regulatory approvals; governmental laws and regulations. Risks and uncertainties relating to the proposed business combination and/or the proposed sale of the wireless distribution business include but are not limited to: required regulatory approvals will not be obtained in a timely manner, if at all; the proposed transactions will not be consummated; the anticipated benefits of the proposed transactions will not be realized; and the integration of HSW International, Inc.’s operations with INTAC will be materially delayed or will be more costly or difficult than expected. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. INTAC assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

Additional Information

This press release is not a substitute for the proxy statement/prospectus and any other documents INTAC and HSW International, Inc. will file with the SEC at an appropriate time. Investors and stockholders are urged to read such proxy statement/prospectus and any other such documents, when available, which would contain important information about the proposed transactions. The proxy statement/prospectus would be, and other documents filed or to be filed by INTAC and HSW International, Inc. with the SEC are or will be, available free of charge at the SEC’s website

(http://www.sec.gov) or from INTAC by directing a request to: J. David Darnell, Senior Vice President and Chief Financial Officer of INTAC International at 469/916-9891 or david.darnell@intac- asia.com.

INTAC is not currently engaged in a solicitation of proxies from the stockholders of INTAC or HSW International, Inc. in connection with either the proposed business combination between INTAC and HSW International, Inc. or the proposed sale of the wireless distribution business. If a proxy solicitation commences, INTAC, HSW International, Inc. and their respective directors, executive officers and other employees may be deemed to be participants in such solicitation. Information about INTAC’s directors and executive officers is available in INTAC’s proxy statement, dated February 15, 2006 for its 2006 annual meeting of stockholders. Additional information about the interests of potential participants will be included in the proxy statement/prospectus INTAC will file with the SEC at an appropriate time.

For Further Investor Information:

J. David Darnell

Senior Vice President & Chief Financial Officer

INTAC International

PH: (469) 916-9891

david.darnell@intac-asia.com

For Media Inquires:

Michele Wisch

HowStuffWorks

PH: (404) 760-4336

media@howstuffworks.com