8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 13, 2007

HSW International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33720	33-1135689
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID Number)

One Capital City Plaza, 3350 Peachtree Road, Suite 1600, Atlanta, Georgia	30326
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 364-5823

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act   (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

Effective December 17, 2007, the merger (the “Merger”) of the Company’s largest stockholder, HowStuffWorks, Inc. (“HowStuffWorks”), with a wholly owned subsidiary of Discovery Communications, LLC (“Discovery”), with HowStuffWorks surviving the Merger, closed.  The Merger is described in greater detail in Item 8.01 of this Report.  As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on October 9, 2007, certain amendments to Company agreements were conditions to the closing of the Merger.

·The Company and HowStuffWorks entered into an amended and restated Trademark License Option letter agreement setting the licensing fee at 2% of Company net revenue derived from HowStuffWorks’ marks, capped at $100,000 annually for China and Brazil combined.  The Company also has the option to acquire HowStuffWorks’ name and associated trademarks in India and Russia on similar terms.  The amended and restated Trademark License Option letter agreement is attached hereto as Exhibit 10.13.

·The services agreement between the Company and HowStuffWorks has been terminated based on the Company’s determination that the Company is able to perform on its own the services provided by HowStuffWorks.  In connection with such termination, HowStuffWorks will license to the Company the software code existing at closing for the HowStuffWorks’ content management platform at no cost.  The Services Agreement Termination is attached hereto at Exhibit 10.17.

·The agreement that provides the Company with the option to acquire digital publishing rights in the local language to HowStuffWorks content in India and Russia has been amended to provide that such option may be exercised until April 12, 2009; provided, however it cannot be exercised for so long as the issuance of securities in connection with such exercise would result in HowStuffWorks’ ownership of the Company, directly or indirectly, exceeding 50%; provided further that the option shall be extended for any time period during which it cannot be exercised in accordance with the foregoing.  The Company’s right of first refusal relating to the distribution of HowStuffWorks content in territories outside the United States other than in China, Brazil, India and Russia has been terminated.  The amended and restated India and Russia letter is attached hereto as Exhibit 10.18.

·The Company, HowStuffWorks and Wei Zhou have entered into a First Amendment to Amended and Restated Stockholders Agreement.  HowStuffWorks will have the right to designate three directors of the Company (one of whom shall be an independent director), and HowStuffWorks will have the right to designate the chairperson of the Nominating and Governance Committee.  See Item 5.02 below.  All shares of the Company owned by HowStuffWorks in excess of 45% of the outstanding shares of the Company as of any applicable record date, if

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any, shall be voted in exact proportion to the vote of the Company stockholders other than HowStuffWorks.  HowStuffWorks will have the right to vote in its discretion its shares of the Company up to and including 45% of the outstanding shares of the Company as of any applicable record date.  This First Amendment to Amended and Restated Stockholders Agreement is attached hereto as Exhibit 4.5.

Item 1.02.  Termination of a Material Definitive Agreement.

See the second bullet paragraph under Item 1.01 above.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective December 14, 2007, the Board of Directors of the Company elected two members to the Board.  The new directors are Bruce Campbell, President of Digital Media, Emerging Networks and Business Development of Discovery, and Arthur Kingsbury, a retired media and telecommunications executive with close to 40 years experience in the industry.  Mr. Kingsbury, who was a certified public accountant, was appointed to the Audit Committee of the Board of Directors.

The appointments of Mr. Campbell and Mr. Kingsbury were made as a condition to the Merger.  Pursuant to the First Amendment to Amended and Restated Stockholders Agreement, which, as noted above, was amended in connection with the Merger, HowStuffWorks has the right to designate three members of the Company’s Board.  HowStuffWorks’ third designee is Jeffrey T. Arnold who is currently the Chairman of the Board of Directors.

                Immediately prior to the appointment of Mr. Campbell and Mr. Kingsbury, directors Thomas Tull and Wei Zhou resigned their seats on the Board to allow Mr. Campbell and Mr. Kingsbury to join the Board.

                There have been no transactions between the Company and Mr. Kingsbury, and none with Mr. Campbell other than the Merger.

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Item 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective December 13, 2007, the Board of Directors amended the Company’s bylaws to remove former Section 4.05 providing that the chairman of the Board must be an officer of the Company, as well as a reference to that effect in Section 4.01, and to include a new Section 3.12 regarding the appointment and powers of a non-executive Chairman and Vice Chairman.

The bylaws, as amended, are attached hereto as Exhibit 3.2.

Item 8.01.   Other Events.

On December 14, 2007, HowStuffWorks, the Company’s largest shareholder, had completed the previously announced Merger with Discovery.  Discovery is a nonfiction media company reaching more than 1.5 billion cumulative subscribers in over 170 countries.

As a result of the Merger, HowStuffWorks became a wholly owned subsidiary of Discovery.  HowStuffWorks remains based in Atlanta, Georgia.  HowStuffWorks now own approximately 46.5% of the Company’s outstanding common stock.  The Merger does not impact the Company’s publicly traded status, as the Company remains a separate and publicly traded entity.

The Company continues to have a perpetual, fully paid up, royalty-free, sublicensable, exclusive license to the HowStuffWorks content and brand for Brazil and China (the “Rights”). The Company also maintains the option for those Rights for India and Russia. As a result of the Merger, Discovery and the Company intend to enter into an arrangement that will give the Company digital publishing rights for Brazil and China to Discovery content that has been published on or integrated within the howstuffworks.com website. In addition, if such arrangement is entered into, it will provide that those rights would also be extended to India and Russia if the Company exercises its option for those countries under the terms of its existing agreement with HowStuffWorks.

The press release announcing the Merger is attached as an exhibit to this Report.

Item 9.01.   Financial Statements and Exhibits.

(d)           Exhibits

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ExhibitNumber	Description of Document
3.2	Bylaws, as amended on December 13, 2007
4.5	First Amendment to Amended and Restated Stockholders Agreement
10.13	Amended and Restated Trademark License Option Letter Agreement
10.17	Services Agreement Termination
10.18	Amended and Restated India and Russia letter
99.1	Press release dated December 18, 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.

	HSW International, Inc.
Date: December 18, 2007	/s/ Henry N. Adorno
	Henry N. Adorno
	Vice Chairman

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EX-3.2

EXHIBIT 3.2

SECOND AMENDED AND RESTATED BYLAWS

OF

HSW INTERNATIONAL, INC.

Table of Contents

Section Page

ARTICLE I

OFFICES

SECTION 1.01. Registered Office	1
SECTION 1.02. Other Offices	1

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01. Annual Meetings	1
SECTION 2.02. Special Meetings	1
SECTION 2.03. Notice and Business of Meetings	1
SECTION 2.04. Waiver of Notice	4
SECTION 2.05. Adjournments	5
SECTION 2.06. Quorum	5
SECTION 2.07. Voting	5
SECTION 2.08. Action Without Meeting	6
SECTION 2.09. Organization	6

ARTICLE III

BOARD

SECTION 3.01. General Powers	6
SECTION 3.02. Number and Term of Office	6
SECTION 3.03. Resignation	7
SECTION 3.04. Removal	7
SECTION 3.05. Vacancies	7
SECTION 3.06. Meetings	7
SECTION 3.07. Committees of the Board	9
SECTION 3.08. Directors’ Consent in Lieu of Meeting	10
SECTION 3.09. Compensation	10
SECTION 3.10. Other Constituencies	10
SECTION 3.11. Interested Directors; Quorum	11
SECTION 3.12. The Chairman and Vice Chairman	11

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ARTICLE IV

OFFICERS

SECTION 4.01. Officers	12
SECTION 4.02. Authority and Duties	12
SECTION 4.03. Term of Office, Resignation and Removal	12
SECTION 4.04. Vacancies	12
SECTION 4.05. The Chief Executive Officer and President	12
SECTION 4.06. Vice Presidents	13
SECTION 4.07. The Secretary	13
SECTION 4.08. Assistant Secretaries	13
SECTION 4.09. The Treasurer	13
SECTION 4.10. Assistant Treasurers	14

ARTICLE V

CHECKS, DRAFTS, NOTES, AND PROXIES

SECTION 5.01. Checks, Drafts and Notes	14
SECTION 5.02. Execution of Proxies	14

ARTICLE VI

SHARES AND TRANSFERS OF SHARES

SECTION 6.01. Certificates Evidencing Shares	14
SECTION 6.02. Stock Ledger	15
SECTION 6.03. Transfers of Shares	15
SECTION 6.04. Addresses of Stockholders	15
SECTION 6.05. Lost, Destroyed and Mutilated Certificates	15
SECTION 6.06. Regulations	15
SECTION 6.07. Fixing Date for Determination of Stockholders of Record	15

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ARTICLE VII

SEAL

SECTION 7.01. Seal 16

ARTICLE VIII

FISCAL YEAR

SECTION 8.01. Fiscal Year 16

ARTICLE IX

INDEMNIFICATION AND INSURANCE

SECTION 9.01. Indemnification	16
SECTION 9.02. Insurance for Indemnification	18

ARTICLE X

AMENDMENTS

SECTION 10.01. Amendments 18

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SECOND AMENDED AND RESTATED BYLAWS

OF

HSW INTERNATIONAL, INC.

ARTICLE I

OFFICES

SECTION 1.01.  Registered Office.  The registered office of HSW International, Inc. (the “Corporation”) in the State of Delaware shall be at the principal office of National Registered Agents, Inc. in the City of Dover, County of Kent, and the registered agent in charge thereof shall be National Registered Agents, Inc.

SECTION 1.02.  Other Offices.  The Corporation may also have an office or offices at any other place or places within or without the State of Delaware as the Board of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may from time to time require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01.  Annual Meetings.  The annual meeting of stockholders of the Corporation for the election of directors of the Corporation, and for the transaction of such other business as may properly come before such meeting, shall be held at such date, time and place, within or without the State of Delaware, as shall be fixed by the Board and designated in the notice or waiver of notice of such annual meeting.

SECTION 2.02.  Special Meetings.  Special meetings of stockholders for any purpose or purposes may be called by the Board, to be held at such date, time and place, within or without the State of Delaware, as shall be designated in the notice or waiver of notice thereof.  Only business within the purposes described in the notice required by Section 2.03 of this Article II may be conducted at the special meeting.  The ability of the stockholders to call a special meeting of stockholders of the Corporation is specifically denied.

SECTION 2.03.  Notice and Business of Meetings.  (a)  General.  Except as otherwise provided by law, written notice of each meeting of stockholders shall be given either by delivering a notice personally or mailing a notice to each stockholder of record entitled to vote thereat.  If mailed, the notice shall be directed to the stockholder in a postage-prepaid envelope at his address as it appears on the stock books of the Corporation unless, prior to the time of mailing, he shall have filed with the Secretary a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request.  Notice of each meeting of stockholders shall be in such form as is approved by the Board and shall state the purpose or purposes for which the meeting is called, the date and time when and the place where it is to be held, and shall be delivered personally or mailed not more than sixty (60) days and not less than ten (10) days before the day of the meeting.   Except

as otherwise provided by law, the business which may be transacted at any special meeting of stockholders shall consist of and be limited to the purpose or purposes so stated in such notice.  The Secretary or an Assistant Secretary or the transfer agent of the Corporation shall, after giving such notice, make an affidavit stating that notice has been given, which shall be filed with the minutes of such meeting.

(b)           Advance Notice Provisions for Business to be Transacted at Annual Meeting.  (i)  No business may be transacted at an annual meeting of stockholders, other than business that is either (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), (B) otherwise properly brought before the annual meeting by or at the direction of the Board (or any duly authorized committee thereof) or (C) otherwise properly brought before the annual meeting by any stockholder of the Corporation who (1) is a stockholder of record on both (x) the date of the giving of the notice provided for in this Section 2.03 and (y) the record date for the determination of stockholders entitled to vote at such annual meeting and (2) complies with the notice procedures set forth in this Section 2.03(b).

(ii)           In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation.

(A)          To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made; provided further that for purposes of the annual meeting of stockholders held following the end of the fiscal year ending on December 31, 2006, the date of the preceding year’s annual meeting shall be deemed to be February 15, 2006.

(B)           To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and record address of such stockholder, (3) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (4) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (5) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.  As used in these by-laws, “beneficially owned” means all shares which such person is deemed to

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beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(iii)          No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.03, provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.03 shall be deemed to preclude discussion by any stockholder of any such business.  If the chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

(c)           Advance Notice Provisions for Election of Directors.  (i)  In addition to any other applicable requirements, for a nomination for election of a director to be made by a stockholder of the Corporation, such stockholder must (A) be a stockholder of record on both (1) the date of the giving of the notice provided for in this Section 2.03 and (2) the record date for the determination of stockholders entitled to vote at such annual meeting and (B) have given timely notice thereof in proper written form to the Secretary of the Corporation.  If a stockholder is entitled to vote only for a specific class or category of directors at a meeting of the stockholders, such stockholder’s right to nominate one or more persons for election as a director at the meeting shall be limited to such class or category of directors.

(ii)           To be timely in connection with the annual meeting of the stockholders, the stockholder’s notice required by Section 2.03(c)(ii) hereof shall be delivered to the Secretary at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made; provided further that for purposes of the annual meeting of stockholders held following the end of the fiscal year ending on December 31, 2006, the date of the preceding year’s annual meeting shall be deemed to be February 15, 2006.  In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any stockholder entitled to vote for the election of such director(s) at such meeting and satisfying the requirements specified in Section 2.03(c)(i) may nominate a person or persons (as the case may be) for election to such position(s) as are specified in the Corporation’s notice of such meeting, but only if the stockholder notice required by Section 2.03(c)(iii) hereof shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth (10th) day following the first day on which the date of the special meeting and either the names of all nominees proposed by the Board to be elected at such meeting or the number of directors to be elected shall have been publicly announced.

(iii)          To be in proper written form, a stockholder’s notice to the Secretary must set forth (A) as to each person whom the stockholder proposes to nominate for election as a

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director (1) the name, age, business address and residence address of the person, (2) the principal occupation or employment of the person, (3) the class or series and number of shares of capital stock of the Corporation, if any, which are owned beneficially or of record by the person and (4) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and (B) as to the stockholder giving notice (1) the name and record address of such stockholder, (2) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (3) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (4) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the person(s) named in its notice and (5) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.  Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(iv)          No such nominee of a stockholder shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.03(c).  If the chairman of an annual meeting determines that a nomination was not made in accordance with the foregoing procedures, the chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

(v)           This Section 2.03(c) shall not apply to (A) any nomination of a director  by a stockholder under any stockholder or other agreement under which such stockholder has the contractual right to nominate such director or (B) any nomination of a director in an election in which only the holders of one or more series of Preferred Stock of the Corporation issued pursuant to the Amended and Restated Certificate of Incorporation of the Corporation, as amended from time to time (the “Certificate of Incorporation”) are entitled to vote (unless otherwise provided in the terms of such series of Preferred Stock).

(d)           Adjournment.  In no event shall the adjournment of an annual or special meeting of the stockholders, or any announcement thereof, commence a new period for the giving of notice under this Section 2.03.

(e)           Definition of Publicly Announced.  For purposes of this Section 2.03, a matter shall be deemed to have been “publicly announced” if such matter is disclosed in a press release reported by the Dow Jones News Service, the Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission.

SECTION 2.04.  Waiver of Notice.  Notice of any annual or special meeting of stockholders need not be given to any stockholder who files a written waiver of notice with the Secretary, signed by the person entitled to notice, whether before or after such meeting.  Neither the business to be transacted at, nor the purpose of, any meeting of stockholders need be

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specified in any written waiver of notice thereof.  Attendance of a stockholder at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except when such stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the notice of such meeting was inadequate or improperly given.

SECTION 2.05.  Adjournments.  Whenever a meeting of stockholders, annual or special, is adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken.  If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote thereat.  At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

SECTION 2.06.  Quorum.  Except as otherwise provided by law or the Certificate of Incorporation, the recordholders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, whether annual or special.  In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the Corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

SECTION 2.07.  Voting.  Except as otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question.  The ability of the stockholders to engage in cumulative voting is specifically denied.  If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, every reference in these Bylaws to a majority or other proportion of shares of stock shall refer to such majority or other proportion of the votes of such shares of stock.  Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  Such proxy shall be filed with the Secretary before such meeting of stockholders.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary.  Voting at meetings of stockholders need not be by written ballot unless so directed by the chairman of the meeting or the Board.

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SECTION 2.08.  Action Without Meeting.  No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written consent without a meeting.

SECTION 2.09.  Organization.  (a)  At every meeting of stockholders, the Chairman of the Board, or, if a Chairman has not been appointed or is absent, the Vice Chairman, or, if the Vice Chairman is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman.  The Secretary, or, in his or her absence, an Assistant Secretary or another person directed to do so by the Chairman of the Board, shall act as secretary of the meeting.

(b)           The Board shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  Unless and to the extent determined by the Board or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE III

BOARD

SECTION 3.01.  General Powers.  The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by stockholders.

SECTION 3.02.  Number and Term of Office.  The Board shall consist of seven (7) members.  Directors need not be stockholders.  At all times, a majority of the directors on the

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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 Corporation pursuant to applicable law or the rules of the stock exchange on which the shares of Common Stock are listed.  Directors shall be elected at the annual meeting of the stockholders.  If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.  Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.  No decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

SECTION 3.03.  Resignation.  Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board.  If no such specification is made, it shall be deemed effective at the pleasure of the Board.  When one or more directors shall resign from the Board, a majority of the remaining directors then in office shall have power to fill such vacancy or vacancies, the vote thereon to take effect on the later of the date of such vote or when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

SECTION 3.04.  Removal.  Subject to the rights of the holders of any series of Preferred Stock then outstanding, (a) any director, or the entire Board, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of record of outstanding shares representing a majority of the voting power of all the shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class, and (b) any director may be removed from office at any time, but only for cause, by the affirmative vote of a majority of the entire Board.

SECTION 3.05.  Vacancies.  Unless otherwise provided in the Certificate of Incorporation, any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes, and any newly created directorships resulting from any increase in the number of directors, shall be filled only by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the Board.  Any director elected to fill a vacancy in accordance with the preceding sentence shall hold office for the remainder of the full term of the director with respect to which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified, and any director so elected to fill a newly-created directorship shall hold office until the next annual meeting of the stockholders and until such director’s successor shall have been elected and qualified.  A vacancy on the Board shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

SECTION 3.06.  Meetings.  (a)  Annual Meetings.  The annual meeting of the Board shall be held immediately before or after the annual meeting of stockholders and may be at the place where such meeting is held.  No notice of an annual meeting of the Board shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

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(b)           Regular Meetings.  Except as hereinafter otherwise provided, regular meetings of the Board shall be held in the office of the Corporation required to be maintained pursuant to Section 1.02 hereof.  Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board may also be held at any place within or without the State of Delaware which has been designated by resolution of the Board or the written consent of all directors.

(c)           Special Meetings.  Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the Vice Chairman of the Board or any two of the directors.

(d)           Telephone Meetings.  Any member of the Board, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e)           Notice of Meetings.  Notice of the time and place of all special meetings of the Board shall be oral or in writing, by telephone, facsimile, electronic mail, telegraph or telex, during normal business hours in the Eastern time zone in the United States, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

(f)            Waiver of Notice.  The transaction of all business at any meeting of the Board, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though passed at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice.  All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

(g)           Quorum and Manner of Acting.  Except as otherwise expressly required by law, the Certificate of Incorporation or these Bylaws, a majority of the total number of directors then in office shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board.  In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

(h)           Organization.  At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

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(i)            the Chairman;

(ii)           the Vice Chairman;

(iii)          any director chosen by a majority of the directors present.

The Secretary or, in the case of his absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary is present) whom the chairman of the meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof.

SECTION 3.07.  Committees of the Board.  (a) The Board may, by resolution passed by at a majority of the entire board, designate one or more committees, each committee to consist of one or more directors.  The Board may, by resolution passed by a majority of the entire board, designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.  In the absence or disqualification of a member of a committee and if the Board has not designated one or more alternates (or if such alternate(s) are then absent or disqualified), the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member or alternate.  Any such committee, to the extent provided in the resolution of the Board designating such committee or in the Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law of the State of Delaware (“General Corporation Law”), fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the stockholders the sale, lease or exchange of all or substantially all the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending the Bylaws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the General Corporation Law.  Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board.

(b)           In addition to any other committees that may be established by the Board, the Corporation shall have four standing committees: the special committee (the “Special Committee”), the audit committee (the “Audit Committee”), the compensation committee (the “Compensation Committee”) and the nominating committee (the “Nominating Committee”).  Each such standing committee shall consist of at least three (3) directors.  Except as otherwise

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provided in the Certificate of Incorporation or these Bylaws, each such standing committee shall have such powers and authority as shall be determined by resolution of the Board.  Notwithstanding the foregoing, all members of the Audit Committee, the Compensation Committee and the Nominating Committee shall also qualify as “independent” as defined by the Marketplace Rules of the Nasdaq Stock Market (the “Nasdaq Rules”) applicable to each such committee, and members of the Audit Committee may not receive compensation from the Corporation other than for service as a board or committee member.

SECTION 3.08.  Directors’ Consent in Lieu of Meeting.  Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all the members of the Board or such committee and such consent or electronic transmission or transmissions is filed with the minutes of the proceedings of the Board or such committee.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.09.  Compensation.  Unless otherwise restricted by the Certificate of Incorporation, the Board may determine the compensation of directors.  In addition, as determined by the Board, directors may be reimbursed by the Corporation for their expenses, if any, in the performance of their duties as directors.  No such compensation or reimbursement shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 3.10.  Other Constituencies.  In taking any action, including action that may involve or relate to a change or potential change in the control of the Corporation, a director of the Corporation may consider, among other things, both the long-term and short-term interest of the Corporation and its stockholders and the effects that the Corporation’s actions may have in the short term or long term upon any one or more of the following matters:

(a)           the prospects for potential growth, development, productivity and profitability of the Corporation;

(b)           the Corporation’s current employees;

(c)           the Corporation’s employees and other beneficiaries receiving or entitled to receive retirement, welfare or similar benefits from or pursuant to any plan sponsored, or agreement entered into, by the Corporation;

(d)           the Corporation’s customers and creditors;

(e)           the ability of the Corporation to provide, as a going concern, goods, services, employment opportunities and employment benefits and otherwise to contribute to the communities in which it does business; and

(f)            such other additional factors as a director may consider appropriate in such circumstances.

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Nothing in this Section 3.10 shall create any duty owed by any director of the Corporation to any person or entity to consider, or afford any particular weight to, any of the foregoing matters or to limit his or her consideration to the foregoing matters.  No such employee, former employee, beneficiary, customer, creditor or community or member thereof shall have any rights against any director of the Corporation or the Corporation under this Section 3.10.

SECTION 3.11.  Interested Directors; Quorum.  No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, limited liability corporation, joint venture, trust, association or other organization or other entity in which one or more of its directors or officers serve as directors, officers, trustees or in a similar capacity or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because the directors’ or officers’ votes are counted for such purpose, if:  (i) the material facts as to the directors’ or officers’ relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the directors’ or officers’ relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by a vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders.  Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

SECTION 3.12.  The Chairman and Vice Chairman.  The Board may appoint a Chairman and one or more Vice Chairmen.  The Chairman shall not be an officer of the Company.  The Board will determine by resolution if any Vice Chairman is an officer of the Company.

(a)           The Chairman shall have the power to call special meetings of the Board and, if present, to preside at all meetings of stockholders and all meetings of the Board.  The Chairman shall perform all duties incident to the office of Chairman of the Board and all such other duties as may from time to time be assigned to him by the Board or these Bylaws.

(b)           The Vice Chairman shall have the power to call special meetings of the Board and, if Chairman is not present, to preside at all meetings of stockholders and all meetings of the Board.  The Vice Chairman shall perform all duties incident to the office of Vice Chairman of the Board and all such other duties as may from time to time be assigned to him by the Board or these Bylaws.

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ARTICLE IV

OFFICERS

SECTION 4.01.  Officers.  The officers of the Corporation shall be the Chief Executive Officer, the Secretary and the Treasurer and may also include a Vice Chairman, President, one or more Vice Presidents, a Chief Financial Officer, one or more Assistant Secretaries and one or more Assistant Treasurers.  Any two or more offices may be held by the same person.  The Board may also choose such other officers, or leave positions vacant, as it shall determine.

SECTION 4.02.  Authority and Duties.  All officers shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent not so provided, by resolution of the Board.

SECTION 4.03.  Term of Office, Resignation and Removal.  (a)  Each officer shall be appointed by the Board and shall hold office for such term as may be determined by the Board.  Each officer shall hold office until his successor has been appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided.  The Board may require any officer to give security for the faithful performance of his duties.

(b)           Any officer may resign at any time by giving written notice to the Board, the Chairman, the Vice Chairman, the Chief Executive Officer or the Secretary.  Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board, the Chairman, the Vice Chairman, the Chief Executive Officer or the Secretary, as the case may be.  Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

(c)           All officers and agents appointed by the Board shall be subject to removal, with or without cause, at any time by the Board or by the action of the recordholders of a majority of the shares entitled to vote thereon.

SECTION 4.04.  Vacancies.  Any vacancy occurring in any office of the Corporation, for any reason, shall be filled by action of the Board.  Unless earlier removed pursuant to Section 4.03 hereof, any officer appointed by the Board to fill any such vacancy shall serve only until such time as the unexpired term of his predecessor expires unless reappointed by the Board.

SECTION 4.05.  The Chief Executive Officer and President.  (a) The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have general and active management and control of the business and affairs of the Corporation, subject to the control of the Board, and shall see that all orders and resolutions of the Board are carried into effect.  The Chief Executive Officer shall perform all duties incident to the office of Chief Executive Officer and all such other duties as may from time to time be assigned to him by the Board or these Bylaws.

(b)           The President shall be the chief operating officer of the Corporation and shall, subject to the authority of the Chief Executive Officer and the control of the Board, have

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responsibility for the conduct and general supervision of the business operations of the Corporation.  The President shall perform all duties incident to the office of President and all such other duties as may from time to time be assigned to him by the Board or these Bylaws.  In the absence or disability of the Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer.

SECTION 4.06.  Vice Presidents.  Vice Presidents, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Chief Executive Officer and perform such other duties as the Board, the Chief Executive Officer or the President shall prescribe, and in the absence or disability of the President, shall perform the duties and exercise the powers of the President.

SECTION 4.07.  The Secretary.  The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform the same duties for any committee of the Board when so requested by such committee.  He shall give or cause to be given notice of all meetings of stockholders and of the Board, shall perform such other duties as may be prescribed by the Board, the Chairman, the Vice Chairman or the Chief Executive Officer and shall act under the supervision of the Chairman.  He shall keep in safe custody the seal of the Corporation and affix the same to any instrument that requires that the seal be affixed to it and which shall have been duly authorized for signature in the name of the Corporation and, when so affixed, the seal shall be attested by his signature or by the signature of the Treasurer of the Corporation (the “Treasurer”) or an Assistant Secretary or Assistant Treasurer of the Corporation.  He shall keep in safe custody the certificate books and stockholder records and such other books and records of the Corporation as the Board, the Chairman, the Vice Chairman or the Chief Executive Officer may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman, the Vice Chairman or the Chief Executive Officer.

SECTION 4.08.  Assistant Secretaries.  Assistant Secretaries of the Corporation (“Assistant Secretaries”), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

SECTION 4.09.  The Treasurer.  The Treasurer shall have the care and custody of all the funds of the Corporation and shall deposit such funds in such banks or other depositories as the Board, or any officer or officers, or any officer and agent jointly, duly authorized by the Board, shall, from time to time, direct or approve.  He shall disburse the funds of the Corporation under the direction of the Board and the Chief Executive Officer.  He shall keep a full and accurate account of all moneys received and paid on account of the Corporation and shall render a statement of his accounts whenever the Board, the Chairman or the Chief Executive Officer shall so request.  He shall perform all other necessary actions and duties in connection with the administration of the financial affairs of the Corporation and shall generally perform all the duties usually appertaining to the office of Treasurer of a corporation.  When required by the Board, he shall give bonds for the faithful discharge of his duties in such sums and with such sureties as the Board shall approve.

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SECTION 4.10.  Assistant Treasurers.  Assistant Treasurers of the Corporation (“Assistant Treasurers”), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

ARTICLE V

CHECKS, DRAFTS, NOTES, AND PROXIES

SECTION 5.01.  Checks, Drafts and Notes.  All checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined, from time to time, by resolution of the Board.

SECTION 5.02.  Execution of Proxies.  The Chairman or the Chief Executive Officer, or, in the absence or disability of both of them, the President or any Vice President, may authorize, from time to time, the execution and issuance of proxies to vote shares of stock or other securities of other corporations held of record by the Corporation and the execution of consents to action taken or to be taken by any such corporation.  All such proxies and consents, unless otherwise authorized by the Board, shall be signed in the name of the Corporation by the Chairman, the Chief Executive Officer, the President or any Vice President.

ARTICLE VI

SHARES AND TRANSFERS OF SHARES

SECTION 6.01.  Certificates Evidencing Shares.  Shares shall be evidenced by certificates in such form or forms as shall be approved by the Board; provided that the Board may provide by resolution or resolutions that some or all of any class or classes or series of stock shall be uncertified shares; provided further that any such resolution shall not apply to any shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation.  Notwithstanding the adoption of such a resolution by the Board, upon request, every holder of uncertified shares shall be entitled to have a certificate signed by or in the name of the Corporation (as provided below) representing the number of shares in registered certificate form.  Certificates shall be issued in consecutive order and shall be numbered in the order of their issue, and shall be signed by the Chairman, the Vice Chairman, the Chief Executive Officer, the President or any Vice President and by the Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer.  Any or all of the signatures on the certificate may be a facsimile.  In the event any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar on the date of issue.  Certificates representing shares of stock of the Corporation may bear such legends regarding restrictions on transfer or other matters as any officer or officers of the Corporation may determine to be lawful or appropriate.  The Corporation shall not have the power to issue a certificate in bearer form.

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SECTION 6.02.  Stock Ledger.  A stock ledger in one or more counterparts shall be kept by the Secretary, in which shall be recorded the name and address of each person, firm or corporation owning the shares evidenced by each certificate evidencing shares issued by the Corporation, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation.  Except as otherwise expressly required by law, the person in whose name shares stand on the stock ledger of the Corporation shall be deemed the owner and recordholder thereof for all purposes.

SECTION 6.03.  Transfers of Shares.  Registration of transfers of shares shall be made only in the stock ledger of the Corporation upon request of the registered holder of such shares, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and upon the surrender of the certificate or certificates evidencing such shares properly endorsed or accompanied by a stock power duly executed, together with such proof of the authenticity of signatures as the Corporation may reasonably require.

SECTION 6.04.  Addresses of Stockholders.  Each stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to such stockholder, and, if any stockholder shall fail to so designate such an address, corporate notices may be served upon such stockholder by mail directed to the mailing address, if any, as the same appears in the stock ledger of the Corporation or at the last known mailing address of such stockholder.

SECTION 6.05.  Lost, Destroyed and Mutilated Certificates.  Each recordholder of shares shall promptly notify the Corporation of any loss, destruction or mutilation of any certificate or certificates evidencing any share or shares of which he is the recordholder.  The Board may, in its discretion, cause the Corporation to issue a new certificate in place of any certificate theretofore issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction, and the Board may, in its discretion, require the recordholder of the shares evidenced by the lost, stolen or destroyed certificate or his legal representative to give the Corporation a bond sufficient to indemnify the Corporation against any claim made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 6.06.  Regulations.  The Board may make such other rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates evidencing shares.

SECTION 6.07.  Fixing Date for Determination of Stockholders of Record.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other such action.  A determination of the stockholders entitled to notice of or to vote at a meeting of

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stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII

SEAL

SECTION 7.01.  Seal.  The Board may approve and adopt a corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”.

ARTICLE VIII

FISCAL YEAR

SECTION 8.01.  Fiscal Year.  The fiscal year of the Corporation shall end on the thirty-first day of December of each year unless changed by resolution of the Board.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

SECTION 9.01.  Indemnification.  (a)  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b)           The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of

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such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c)           To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 9.01(a) and (b) of these Bylaws, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d)           Any indemnification under Sections 9.01(a) and (b) of these Bylaws (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in Sections 9.01(a) and (b) of these Bylaws.  Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders of the Corporation.

(e)           Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article IX.  Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(f)            The indemnification and advancement of expenses provided by, or granted pursuant to, the other Sections of this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g)           For purposes of this Article IX, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers,

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and employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(h)           For purposes of this Article IX, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article IX.

(i)            The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 9.02.  Insurance for Indemnification.  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Section 145 of the General Corporation Law.

ARTICLE X

AMENDMENTS

SECTION 10.01.  Amendments.  These Bylaws may be altered, amended or repealed at any annual meeting of stockholders, or at any special meeting of holders of shares of stock entitled to vote thereon by a vote of the holders of a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote thereon, or by the Board at any valid meeting by the affirmative vote of a majority of the entire board, provided that in the case of a special meeting of stockholders, notice of such proposed alteration, amendment or repeal be included in the notice of meeting.

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EX-4.5

EXHIBIT 4.5

FIRST AMENDMENT TO

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

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

Background

A.            The parties have entered into that certain Amended and Restated Stockholders Agreement dated as of January 29, 2007 (the “Stockholders Agreement”).

B.            The parties desire to amend the Stockholders Agreement as set forth herein.

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.Composition of the Board, Committees and Management.  Article 3 of the Stockholders Agreement is hereby amended by deleting Section 3.01 in its entirety (including Exhibit 3.01(a) referred to therein) and replacing it with the following new Section 3.01:

“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.

HSW shall have the right to designate three (3) directors (one (1) of whom shall be an independent director) 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.

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 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)           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)           A Special Committee, a Compensation Committee, an Audit Committee and a Nominating and Governance Committee of the Board shall be established and maintained.  In addition to the Special Committee, a Compensation Committee, an Audit Committee and a Nominating and Governance 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, a Compensation Committee, an Audit Committee and a Nominating and Governance Committee shall be comprised of at least three (3) members.  The composition of the committees shall be subject to the following: (i) one independent director designated by each Stockholder shall serve on each committee of the Board, (ii) all members of the Compensation Committee and the Audit Committee shall be independent directors, and (iii) the chairperson of the Nominating and Governance Committee shall be an HSW Designee.

(d)           Subject to Section 3.02 with respect to any Excess Shares (as defined in Section 3.02), 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 (other than any Excess Shares owned by HSW) 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, subject to Section 3.01 with respect to any Excess Shares owned by HSW, 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.

2

(e)           In order to effectuate this Section 3.01, and subject to the limitations set forth in this Section, 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 (other than any Excess Shares owned by HSW) 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.  The proxy granted herein by HSW specifically excludes, and shall not apply to, govern or have any effect on, any Excess Shares owned by HSW, which Excess Shares shall be and remain subject to Section 3.02.”

2.             Agreement with Respect to Voting of Common Stock.  Article 3 of the Stockholders Agreement is hereby amended by deleting Section 3.02 in its entirety and replacing it with the following new Section 3.02:

“SECTION 3.02     Agreement with Respect to Voting of Common Stock.  HSW agrees that, if as of any applicable record date for determining the holders entitled to vote on any matter to be submitted to a vote of the holders of Common Stock the number of shares of Common Stock owned by HSW exceeds forty-five percent (45%) of the aggregate issued and outstanding shares of Common Stock (any such shares in excess of such 45%, the “Excess Shares”), with respect to any such matter submitted to a vote of the holders of Common Stock, HSW will vote all Excess Shares in exact proportion to the vote of the holders of shares of Common Stock (excluding, for purposes hereof, any shares of Common Stock owned by HSW).  For purposes of clarification, with respect to all matters submitted to a vote of holders of Common Stock (other than the election of directors as covered by Section 3.01 above), HSW and its Permitted Transferees may vote all shares of Common Stock held by them, other than any Excess Shares, in their absolute discretion.  With respect to all matters submitted to a vote of holders of Common Stock (other than the election of directors as covered by Section 3.01 above), WEI ZHOU and his Permitted Transferees may vote all shares of Common Stock held by them in their absolute discretion.”

3.             Other Markets.  Article 5 of the Stockholders Agreement is hereby amended by deleting Section 5.01 in its entirety and replacing it with the following new Section 5.01:

“SECTION 5.01     Reserved.”

4.             Definitions.  Any capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Stockholders Agreement.

5.             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 Stockholders Agreement, this Amendment shall control.  Except as modified by this Amendment, all of the terms and conditions of the Stockholders Agreement shall remain in full force and effect.

3

6.             Assignments; Parties in Interest.  This Amendment 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).  Subject to the preceding sentence, this Amendment 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.

7.             Entire Agreement.  The Stockholders Agreement, as amended by this Amendment, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof and thereof.

8.             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 Agreement 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.

9.             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.

10.           Governing Law.  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 intentionally left blank -

4

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

HSW INTERNATIONAL, INC.

By:

Title:

HOWSTUFFWORKS, INC.

By:

Title:

WEI ZHOU

EX-10.13

EXHIBIT 10.13

December       , 2007

HSW International, Inc.

One Capital City Plaza

3350 Peachtree Road, Suite 1500

Atlanta, Georgia  30326

                RE:          Trademark License Option

Gentlemen:

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

                The Corporation and HSW hereby agree as follows:

                1.             The Corporation shall have an option to an exclusive license from HSW for the Chinese and/or Portuguese translations of the HowStuffWorks name and associated marks for use in digital and/or electronic medium only in the Territory (as defined in the Contribution Agreements) and solely in connection with the Contributed Content (as defined in the Contribution Agreements) in consideration for a licensing fee equal to two percent (2%) of the Corporation’s net revenue derived from the businesses that use such marks in the Territory, up to a maximum of $100,000 annually for both of the Territories, collectively.  In the event that Corporation exercises the option in this paragraph 1, the parties will enter into a trademark license agreement containing customary terms, conditions and limitations, as mutually agreed to by the parties in writing.  The Corporation will have the right to exercise the option in this paragraph 1 until April 2, 2009.

                2.             The Corporation shall have an option to an exclusive license from HSW for the translations for the local languages in India (excluding English) and/or Russian translations of the HowStuffWorks name and associated marks for use in digital and/or electronic medium only in India and/or Russia and solely in connection with any content obtained pursuant to the India/Russia Letter Agreement in consideration for a licensing fee equal to two percent (2%) of the Corporation’s net revenue derived from the businesses that use such marks in India and/or Russia, up to a maximum of $100,000 annually for India and Russia, collectively.  In the event that Corporation exercises the option in this paragraph 2, the parties will enter into a trademark license agreement containing customary terms, conditions and limitations, as mutually agreed to by the parties in writing.  The option in this paragraph 2 may only be exercised at the same time as the exercise, if any, of the option contemplated by the India/Russia Letter Agreement.

This letter agreement may be executed in one or more counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement.  Facsimile counterpart signatures to this letter shall be acceptable and binding.

Please indicate below your agreement with the foregoing.

Yours truly,

HOWSTUFFWORKS, INC.

By:

Name:

Title:

Acknowledged and agreed to this        day of December, 2007.

HSW INTERNATIONAL, INC.

By:

Name:

Title:

EX-10.17

EXHIBIT 10.17

TERMINATION AGREEMENT

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

WHEREAS, the Company and HSW are parties to that certain Services Agreement, dated as of October 2, 2007 (the “Services Agreement”); and

WHEREAS, the parties desire to terminate the Services Agreement in its entirety.

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

1.             Termination of Services Agreement.  Effective as of the date hereof, the Services  Agreement is hereby terminated and shall be of no further force and effect, and neither the Company nor HSW shall have any further obligation or liability under the Services Agreement.

2.             Binding Effect; Severability.  This Agreement is binding on, and shall inure to the benefit of, the parties and their respective successors and assigns.  If any part of this Agreement is deemed unreasonable by a court of competent jurisdiction, this Agreement shall be subject to judicial modification in order to render this Agreement reasonable and enforceable.  Further, if any part of this Agreement is held invalid or unenforceable, the remainder of this Agreement still is enforceable.

3.             Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its choice of laws provisions. The Parties agree that the exclusive venue and jurisdiction for any actions or disputes arising from this Agreement shall be a federal or state court in New York.

4.             Counterparts.  This Agreement may be executed in multiple counterparts and by facsimile, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[SIGNATURES CONTAINED ON FOLLOWING PAGE.]

IN WITNESS WHEREOF, this Agreement was executed by the parties under seal as of the date first written above.

HSW INTERNATIONAL, INC.

By:

Name:

Title:

HOWSTUFFWORKS, INC.

By:

Name:

Title:

2

EX-10.18

EXHIBIT 10.18

                        , 2007

HSW International, Inc.

One Capital City Plaza

3350 Peachtree Road

Suite 1500

Atlanta, Georgia  30326

Gentlemen:

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

The Corporation and HSW hereby agree that the Corporation shall have an option to acquire from HSW the exclusive digital publishing rights for HSW content in India and Russia on the same terms and conditions that such rights were granted to the Corporation in respect of China and Brazil under the Contribution Agreements and Update Agreement (the “India and Russia Rights”) in accordance with the following:

·the Corporation will have the right to exercise such option from and after the date hereof until April 2, 2009 (the “Option Exercise Period”); provided, however, that the Corporation will not have the right to exercise the option granted hereby at any time that and for so long as the issuance of securities of the Corporation in connection with such exercise would result in HSW’s owning, directly or indirectly, more than fifty percent (50%) of the Corporation’s outstanding capital stock (the “Option Exercise Restriction”); provided, further, that the Option Exercise Period shall be extended for the length of any time period during which the option may not be exercised due to the Option Exercise Restriction;

·upon the exercise of such option by the Corporation, such acquisition of the India and Russia Rights shall be effected through the formation of a limited partnership or limited liability company (the “Partnership”) evidenced by a limited partnership agreement or limited liability company operating agreement, as applicable (the “Partnership Agreement”), to be entered into among the Corporation, Intac International, Inc. (“Intac”) and HSW;

·in connection with the formation of the Partnership, (i) the Corporation will contribute all of its assets and will cause Intac to contribute all of its assets to the Partnership and, in exchange therefor, the Corporation and Intac will receive in the aggregate a number of units in the Partnership equal to the total number of shares of common stock of the Corporation then issued and outstanding (the number of units to be received by each of the Corporation and Intac will be allocated between the two entities based on the relative fair market value of the assets contributed to the Partnership), and (ii) HSW will contribute the India and Russia Rights to the Partnership and, in exchange therefor, HSW will receive 6,000,000 units in the Partnership (the Corporation shall be the general partner, or managing member, of the Partnership);

·pursuant to the Partnership Agreement, upon the issuance of any shares of common stock of the Corporation (including but not limited to the exercise or settlement of any equity compensation), the Corporation shall be issued from the Partnership one additional unit for each share of common stock issued and, in exchange therefor, the Corporation shall transfer to the Partnership the net proceeds, if any, received by the Corporation upon the issuance of such shares of common stock.

·pursuant to the Partnership Agreement, HSW will have the right, at such times as HSW shall determine, to exchange any or all of the units held by HSW in the Partnership for shares of common stock of the Corporation based on a one for one exchange rate;

·in the event of a stock dividend or distribution, or any change in the common stock of the Corporation by reason of any stock dividend or distribution, or any change in the common stock of the Corporation by reason of any split-up, recapitalization, combination, exchange of shares or the like, the number of units in the Partnership to be received by HSW or the exchange rate for the exchange of units in the Partnership held by HSW, as applicable, shall be appropriately adjusted; and

·the Partnership Agreement shall provide that income and loss, as well as distributions of cash, shall be allocated among the units on a pro rata basis, and the Partnership Agreement shall contain such other terms and conditions as shall be agreed upon by the Corporation and HSW.

This Amended and Restated Letter Agreement may be executed in one or more counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute one agreement. Facsimile counterpart signatures to this Amended and Restated Letter Agreement shall be acceptable and binding.

Please indicate below your agreement with the foregoing.

	Yours truly,
	HOWSTUFFWORKS, INC.
	By:
	Name:
	Title:
Acknowledged and agreed to this                 , day of                   , 2007.
HSW INTERNATIONAL, INC.
By:
Name:
Title:

EX-99.1

Exhibit 99.1

HSW International’s Major Shareholder, HowStuffWorks, Closes Merger

With Discovery Communications

Two New Directors Appointed to the HSW International Board of Directors

ATLANTA, December 18, 2007 — HSW International, Inc. (Nasdaq: HSWI) today announced that its largest shareholder, HowStuffWorks, Inc., has completed its previously disclosed merger with Discovery Communications, LLC, the world’s leading nonfiction media company reaching more than 1.5 billion cumulative subscribers in over 170 countries.

HowStuffWorks’ merger with Discovery Communications will accelerate and enhance HowStuffWorks content, directly benefiting HSW International’s websites.  HSW International continues to hold exclusive and perpetual rights to HowStuffWorks content in China and Brazil, as well as an option for content licenses in Russia and India.  As disclosed in the merger’s announcement on October 15, 2007, Discovery Communications and HSW International plan to enter an arrangement giving HSW International digital publishing rights in China and Brazil for Discovery content that has been integrated within the HowStuffWorks website.  After the transaction, HowStuffWorks, a wholly owned subsidiary of Discovery Communications, will remain the largest shareholder of HSW International.

Under terms of the transaction, HowStuffWorks has the right to designate three persons to serve as directors of HSW International.  As a result, HSW International appointed to its board two new directors: Bruce Campbell, President of Digital Media, Emerging Networks and Business Development at Discovery Communications, and Arthur Kingsbury, a seasoned executive with close to 40 years’ experience in the media and telecommunications sectors.  HowStuffWorks’ third designee is Jeff Arnold who is currently the Chairman of HSW International’s Board of Directors and CEO of HowStuffWorks.  Biographies of the entire HSW International Board of Directors can be found at: http://www.hswinternational.com/directors.cfm.

“Bruce Campbell and Art Kingsbury bring valuable experience to our strategy of developing Internet content publishing opportunities in the rapidly growing digital markets of Brazil and China, and potentially in Russia and India. Together, these markets represent approximately 42% of the world’s population,” said Jeff Arnold. “These additions to the Board come as we are making progress in streamlining and executing HSW International’s business plan.  We are pleased with the performance of our Brazil site, www.hsw.com.br, launched earlier this year in partnership with UOL.  HSW International is planning to launch in China in the first quarter of 2008.”

Arnold continued, “In addition to the appointment of these new directors, HSW International will benefit from the opportunity to integrate localized video into the relevant, highly credible content on HSW International’s websites.  We believe that Discovery Network’s approximate 40% growth in international distribution over the past three years, specifically in Asia, Latin America and Eastern Europe, supports HSW International’s growth strategy.”

HSW International’s Form 8-K covering this announcement, as filed with the Securities and Exchange Commission (SEC) today, will be available on the websites of both HSW International (http://www.hswinternational.com/sec.cfm) and the SEC (www.sec.gov).

About HSW International, Inc.

HSW International, Inc. (Nasdaq: HSWI) develops and operates Internet businesses focused on providing consumers in the world’s emerging digital economies with locally relevant, high quality information. HSW International is headquartered in Atlanta and incorporated in Delaware. HSW International is the exclusive licensee for the translation and publication of certain content from HowStuffWorks, Inc. in China and Brazil.

Forward-Looking Statements

This press release contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be in the future tense, and often include words such as “anticipate”, “expect”, “project”, “believe”, “plan”, “estimate”, “intend”, “should” and “may”. 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 HSW International. Relevant risks and uncertainties include those referenced in HSW International’s filings with the SEC, and include but are not limited to: the impact of the merger between HowStuffWorks, Inc. and Discovery Communications, LLC and amendments to certain HSW International agreements required thereby; challenges inherent in developing an online business in China and Brazil, including obtaining regulatory approvals and adjusting to changing political and economic policies; governmental laws and regulations, including unclear and changing laws and regulations related to the Internet sector in China; general industry conditions and competition; general economic conditions, such as interest rate and currency exchange rate fluctuations; economic and industry conditions specific to China and Brazil, such as the state of the telecommunications and Internet infrastructure in China and Brazil and uncertainty regarding protection of intellectual property in China and Brazil; and restrictions on certain intellectual property under agreements with third parties. 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. HSW International assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.

Contacts

HSW International Investor Relations

telephone: +1 (404) 926-0660

email: ir@hswint.com

or

Brion Tingler

Gavin Anderson & Co.

telephone: +1 212 515 1941

email: btingler@gavinanderson.com