SHARE PURCHASE AGREEMENT

Exhibit 2.4

EXECUTION COPY

Among

INTAC INTERNATIONAL, INC.

CHINA TREND HOLDINGS LTD.

And

XXX XXXX

Dated as of February 15, 2008

TABLE OF CONTENTS

		Page

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms		5
SECTION 1.02. Definitions		7
SECTION 1.03. Interpretation and Rules of Construction		8

ARTICLE II

PURCHASE AND SALE

SECTION 2.01. Purchase and Sale		9
SECTION 2.02. Purchase Price		9
SECTION 2.03. Closing		9
SECTION 2.04. Closing Deliveries by the Seller and the Seller Parent		9
SECTION 2.05. Closing Deliveries by the Purchaser and the Purchaser Shareholder		10

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF THE SELLER PARENT

SECTION 3.01. Organization, Authority and Qualification of the Seller Parent		11
SECTION 3.02. Capitalization; Ownership of Shares and Equity Interest		12
SECTION 3.03. No Conflict		12
SECTION 3.04. Governmental Consents and Approvals		12
SECTION 3.05. Brokers		12
SECTION 3.06. Disclaimer		13
SECTION 3.07. Restructuring		13

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER AND PURCHASER SHAREHOLDER

SECTION 4.01. Organization and Authority of the Purchaser and the Purchaser Shareholder		14
SECTION 4.02. No Conflict		14
SECTION 4.03. Governmental Consents and Approvals		14
SECTION 4.04. Ownership of Consideration Shares		15
SECTION 4.05. Investment Purpose		15
SECTION 4.06. Financing		15

SECTION 4.07. Litigation		15
SECTION 4.08. Brokers		15
SECTION 4.09. Independent Investigation; Seller Parent’s Representations		15

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.01. Access to Information		16
SECTION 5.02. Confidentiality		17
SECTION 5.03. Regulatory and Other Authorizations; Notices and Consents		17
SECTION 5.04. Retained Names and Marks		18
SECTION 5.05. Notifications		19
SECTION 5.06. Other Assets, Intercompany Balances and Assumption of Liabilities		19
SECTION 5.07. Conveyance Taxes		19
SECTION 5.08. Consummation of the Restructuring Transactions		19
SECTION 5.09. Resignation of the Purchaser Shareholder		20
SECTION 5.10. Transfer of Meidi Advertising Control		20
SECTION 5.11. Performance Guarantee		20
SECTION 5.12. Further Action		20

ARTICLE VI

CONDITIONS TO CLOSING

SECTION 6.01. Conditions to Obligations of the Seller to Transfer the Acquired Interests		21
SECTION 6.02. Conditions to Obligations of the Purchaser Shareholder and the Purchaser		21

ARTICLE VII

INDEMNIFICATION

SECTION 7.01. Non-Survival of Representations and Warranties		22

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

SECTION 8.01. Termination		23
SECTION 8.02. Effect of Termination		23

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01. Expenses		24
SECTION 9.02. Notices		24
SECTION 9.03. Public Announcements		25

SECTION 9.04. Severability		25
SECTION 9.05. Entire Agreement		25
SECTION 9.06. Assignment		25
SECTION 9.07. Amendment		25
SECTION 9.08. Waiver		25
SECTION 9.09. No Third Party Beneficiaries		25
SECTION 9.10. Currency		26
SECTION 9.11. Governing Law		26
SECTION 9.12. Waiver of Jury Trial		26
SECTION 9.13. Counterparts		26
SECTION 9.14. Purchaser Shareholder		26

SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of February 15, 2008, among INTAC INTERNATIONAL, INC., a Nevada corporation (the “Seller Parent”), CHINA TREND HOLDINGS LTD., a British Virgin Islands corporation (the “Purchaser”) and Xxx Xxxx, a national of the Federal Republic of Germany and sole shareholder of Purchaser (the “Purchaser Shareholder”).

WHEREAS, at the date hereof, INTAC International Holdings Limited, a Hong Kong corporation (the “Company”) is a subsidiary of the Seller Parent and the Seller Parent owns 9,900 shares of the Company’s ordinary issued share capital (the “Seller Shares”) and Intac Holdco Corp., a Delaware entity (“Intac Holdco”) owns 100 shares of the Company’s ordinary issued share capital (the “Intac Holdco Shares”, together with the Seller Shares, the “Company Shares”);

WHEREAS, for the purpose of consummating the transaction contemplated by this Agreement, the Seller Parent intends to implement, promptly following the date hereof, the Restructuring Plan, pursuant to which (i) the Seller Parent would incorporate a wholly-owned subsidiary under the laws of Hong Kong (the “Seller”), (ii) upon the establishment of the Seller, the Seller Parent would transfer the Seller Shares to the Seller, and cause Intac Holdco to transfer the Intac Holdco Shares to the Seller, (iii) upon the closing of such share transfers, the Seller Parent would cause the Seller to incorporate a wholly-owned subsidiary under the laws of the British Virgin Islands (“BVI One”), (iv) upon the establishment of BVI One, the Seller Parent would cause the Seller to transfer the Company Shares to BVI One, and (v) upon the closing of such share transfer, the Seller Parent would cause the Seller to sell all of the issued and outstanding shares of BVI One (the “BVI One Shares”) to the Purchaser;

WHEREAS, the Company owns all of the equity interest in (i) Beijing Huana Xinlong Information and Technology Development Co., Ltd. (“Xinlong Technology”), a limited liability company incorporated under the laws of the People’s Republic of China (“PRC”), (ii) Beijing Huana-Xinlong Education Software Limited (“Xinlong Software”), a limited liability company incorporated under the laws of the PRC, (iii) Intac (Tianjin) International Trading Company (“Intac Trading”), a limited liability company incorporated under the laws of the PRC, and (iv) Intac International Management Consultancy (Beijing) Co., Ltd. (“Intac Consultancy”), a limited liability company incorporated under the laws of the PRC;

WHEREAS, Intac Trading controls the management of Beijing Intac Purun Educational Technology Development Co., Ltd., a limited liability company incorporated under the laws of the PRC (“Intac Purun, each of Xinlong Technology, Xinlong Software, Intac Trading, Intac Consultancy and Intac Purun, a “PRC Subsidiary”, and collectively, “PRC Subsidiaries”) pursuant to its rights under the Equity Interest Pledge Agreement and Irrevocable Proxy, dated as of October 2, 2007, among Intac Trading, Intac Purun and other parties thereto (such Intac Trading’s control of Intac Purun being the “Intac Purun Control”);

WHEREAS, Intac Trading also controls the management of Beijing Intac Meidi Advertising Co., Ltd., a limited liability company incorporated under the laws of the PRC (“Meidi Advertising”) pursuant to its rights under the Equity Interest Pledge Agreement and Irrevocable Proxy, dated as of October 2, 2007 (the “Meidi Advertising Agreement”), among

Intac Trading, Meidi Advertising and other parties thereto (such Intac Trading’s control of Meidi Advertising being the “Meidi Advertising Control”);

WHEREAS, (i) Xinlong Technologies and Xinlong Software are engaged in the business of the development and sale of training and educational software, (ii) Intac Trading is engaged in the business of international trading, provision of bonded warehouses, simple processing of goods and sale of bonded automobiles; (iii) Intac Consultancy is engaged in the business of management consulting, technical consulting and database management and related services, and (iv) Intac Purun is engaged in the business of provision of internet services relating to training and education (the business activities conducted by the Company and the PRC Subsidiaries, collectively referred to as the “Business”);

WHEREAS, the Seller Parent wishes to cause the Seller to sell to the Purchaser, and the Purchaser wishes to purchase from the Seller, the Acquired Interests, all upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, in consideration of the above-mentioned rights to the Acquired Interests, the Purchaser Shareholder shall transfer 5,000,000 shares of HSWI Common Stock to the Seller or a Person designed in writing by the Seller prior to the Closing; and

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

ARTICLE I

DEFINITIONS

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

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

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

“Assets” means the assets and properties of the Company.

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

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

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

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

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

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

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“HSWI Common Stock” means the common stock of HSW International, Inc., a Delaware corporation, par value $0.001 per share.

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

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

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

“Material Adverse Effect” means any circumstance, change in or effect on the Company and its subsidiaries that is materially adverse to the consolidated results of operations or the consolidated financial condition of the Company and its subsidiaries, taken as a whole; provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect”: (a) events, circumstances, changes or effects that generally affect the industries in which the Company or any of its subsidiaries operates (including legal and regulatory changes), (b) general economic or political conditions or events, circumstances, changes or effects affecting the securities markets generally, (c) changes arising from the consummation of the transactions contemplated by, or the announcement of the execution of, this Agreement, including (i) any actions of competitors, (ii) any actions taken by or losses of employees, (iii) any delays or cancellations of orders for products or services or (iv) any stockholder litigation arising from this Agreement, (d) any reduction in the price of services or products offered by the Company or any of its subsidiaries in

response to the reduction in price of comparable services or products offered by a competitor, (e) any circumstance, change or effect that results from any action taken pursuant to or in accordance with this Agreement or at request of the Purchaser or the Purchaser Shareholder and (f) changes caused by a material worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof.

“Novation Agreement” means a novation agreement to be entered into by and among all parties to the Meidi Advertising Agreement and a PRC entity to be designated by the Seller prior to the Closing, pursuant to which Intac Trading will transfer, assign and novate all of its rights and obligations under the Meidi Advertising Agreement to the PRC entity designated by the Seller.

“Payables Escrow” shall have the same meaning as defined in the Share Purchase Agreement, dated as of January 29, 2007, among the Seller Parent, the Company, Intac Trading, Cyber Proof Investments Ltd. and Xxx Xxxx in connection with the sale of the distribution business of the Company to Cyber Proof Investments Ltd.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

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

“Restructuring Document” means each of the agreements and other documents necessary for the consummation of each of the Restructuring Transactions.

“Restructuring Plan” means the restructuring plan of the Company specified in the memorandum attached hereto as Exhibit A.

“Restructuring Transaction” means each of the restructuring transactions specified in the Restructuring Plan (other than the transaction contemplated by this Agreement).

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

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

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

Definition		Location

“Acquired Interests”		2.01(a)
“Agreement”		Preamble
“Business”		Recitals
“BVI One”		Recitals
“BVI One Shares”		Recitals
“Closing”		2.03
“Company”		Preamble
“Company Shares”		Recitals
“Consideration Shares”		2.02
“Continuing INTAC Entities”		5.06
“Existing Stock”		5.04(c)
“Intac Consultancy”		Recitals
“Intac Purun”		Recitals
“Intac Trading”		Recitals
“Intac Purun Control”		Recitals
“Meidi Advertising”		Recitals
“Meidi Advertising Agreement”		Recitals
“Meidi Advertising Control”		Recitals
“PRC”		Recitals
“Purchaser”		Preamble
“Purchaser Shareholder”		Preamble
“Retained Names and Marks”		5.04(a)
“Seller”		Recitals
“Seller Parent”		Preamble
“Termination Date”		5.03(b)
“Xinlong Software”		Recitals
“Xinlong Technology”		Recitals

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

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

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

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

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

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

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

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

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

ARTICLE II

PURCHASE AND SALE

SECTION 2.01. Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parent shall cause the Seller to sell, and the Seller shall sell, to the Purchaser the BVI One Shares, and the Purchaser shall purchase from the Seller the BVI One Shares. The BVI One Shares, together with the Company Share, all equity interests owned by the Company in each PRC Subsidiary and the Intac Purun Control, are collectively referred to herein as the “Acquired Interests”.

SECTION 2.02. Purchase Price. The purchase price for the Acquired Interests shall be 5,000,000 shares of HSWI Common Stock (“Consideration Shares”). In consideration of the Acquired Interests, at the Closing, (i) the Purchaser Shareholder shall transfer 4,000,000 shares of HSWI Common Stock to the Seller or a Person designated in writing by the Seller prior to the Closing, and (ii) the 1,000,000 shares of HSWI Common Stock placed by the Purchaser Shareholder in the Payables Escrow shall be released and transferred to the Seller or a Person designated in writing by the Seller prior to the Closing.

SECTION 2.03. Closing. Subject to the terms and conditions of this Agreement, the sale and purchase of the Acquired Interests contemplated by this Agreement shall take place at a closing (the “Closing”) to be held at the offices of Shearman & Sterling LLP, 12th Floor, East Tower, Twin Towers, X-00 Xxxxxxxxxxxxx Xxxxx, Xxxxxxx 000000, Xxxxx on the next Business Day following the satisfaction or waiver of the conditions to the obligations of the parties hereto set forth in Section 6.01 and Section 6.02, as applicable, or at such other place or at such other time or on such other date as the parties hereto may mutually agree upon in writing.

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

(a) share certificates evidencing the BVI One Shares, with all applicable stock transfer documentation (including the instruments of transfer) duly completed and executed;

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

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

(d) a true and complete copy, certified by an officer of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller and the shareholder of the Seller evidencing their authorization of the consummation of the transactions contemplated by this Agreement;

(e) a certificate of an officer of the Seller certifying the names and signatures of the officers of the Seller authorized to sign the documents to be delivered under this Agreement;

(f) an executed copy of the Novation Agreement duly executed by the PRC entity designated by the Seller; and

(g) a certificate of a duly authorized officer of each of the Seller and the Seller Parent certifying as to the matters set forth in Section 6.02.

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

(a) stock certificates evidencing the Consideration Shares, duly endorsed in blank, or accompanied by stock powers duly executed in blank and with all required stock transfer tax stamps affixed;

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

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

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

(e) an execution copy of the Novation Agreement duly executed by each party to the Meidi Advertising Agreement;

(f) a resignation and release duly executed by the Purchaser Shareholder to effectuate the resignation of the Purchaser Shareholder as chief executive officer of the Seller Parent; and

(g) an instrument of transfer in respect of the BVI One Shares duly completed and executed.

ARTICLE III

REPRESENTATIONS AND WARRANTIES
OF THE SELLER PARENT

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

SECTION 3.01. Organization, Authority and Qualification of the Seller Parent. The Seller Parent is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Seller Parent is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified or in good standing would not (a) adversely affect the ability of the Seller Parent to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement, or (b) otherwise have a Material Adverse Effect.

The execution and delivery of this Agreement by the Seller Parent, the performance by each of the Seller and the Seller Parent of its obligations hereunder and the consummation by the Seller and the Seller Parent of the transactions contemplated hereby shall be, as of Closing, duly authorized by all requisite action on the part of the Seller and the Seller Parent and their shareholders. This Agreement has been duly executed and delivered by the Seller Parent, and (assuming due authorization, execution and delivery by the Purchaser and the Purchaser Shareholder) this Agreement constitutes legal, valid and binding obligations of the Seller Parent, and is, as of the Closing, enforceable against the Seller and the Seller Parent, as applicable, in accordance with its respective terms.

SECTION 3.02. Capitalization; Ownership of Shares and Equity Interest. The authorized, issued and outstanding share capital of the Company at the date hereof consists of (i) ten thousand ordinary shares, par value HK$1.00 per share, of which nine thousand nine hundred (9,900) shares have been issued to the Company and one hundred shares (100) have been issued to Intac Holdco; and (ii) the registered capital of each of the PRC Subsidiaries is fully paid up. As of the date hereof, all of the issued and outstanding shares of the Company, all of which are validly issued, fully paid and nonassessable, were not issued in violation of any preemptive rights. As of the Closing, there are no options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the share capital of the Company or obligating the Seller Parent, the Seller, the Company or BVI One to issue or sell any shares, or any other interest in, the Company. The Company Shares constitute all the issued and outstanding capital stock of the Company, and are at the date hereof owned of record and beneficially by the Seller Parent and Intac Holdco, free and clear of all Encumbrances.

SECTION 3.03. No Conflict. Assuming that all consents, approvals, authorizations and other actions described in Section 3.04 have been obtained, and any applicable waiting period has expired or been terminated and except as may result from any facts or circumstances relating solely to the Purchaser or Purchaser Shareholder, the execution, delivery and performance of this Agreement by the Seller Parent do not and will not (a) violate, conflict with or result in the breach of the certificate of incorporation, bylaws or articles of association (or similar organizational documents) of the Seller Parent, the Company, or any of the PRC Subsidiaries, (b) conflict with or violate any Law or Governmental Order applicable to the Seller Parent, the Company, or any of the PRC Subsidiaries or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Seller Parent, the Company, or any of the PRC Subsidiaries is a party, except, in the case of clauses (b) and (c), as would not (i) materially and adversely affect the ability of the Seller and the Seller Parent to carry out their obligations under, and to consummate the transactions contemplated, by this Agreement or (ii) otherwise have a Material Adverse Effect.

SECTION 3.04. Governmental Consents and Approvals. The execution, delivery and performance of this Agreement by the Seller Parent do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority, except (a) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or materially delay the consummation by the Seller and the Seller Parent of the transactions contemplated by this Agreement and would not have a Material Adverse Effect or (b) as may be necessary as a result of any facts or circumstances relating solely to the Purchaser or any of its Affiliates.

SECTION 3.05. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller Parent, the Seller or the Company.

SECTION 3.06. Disclaimer. (A) EXCEPT AS SET FORTH IN THIS ARTICLE III, NONE OF THE SELLER PARENT, SELLER, BVI ONE, THE COMPANY, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES MAKE OR HAVE MADE ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SELLER PARENT, SELLER, BVI ONE, THE BUSINESS, THE COMPANY AND PRC SUBSIDIARIES, THE ACQUIRED INTERESTS OR ANY OF THE ASSETS, INCLUDING WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE, (II) THE OPERATION OF THE BUSINESS BY THE PURCHASER AFTER THE CLOSING IN ANY MANNER OTHER THAN AS USED AND OPERATED BY THE SELLER PARENT, THE SELLER, BVI ONE THE COMPANY AND THE PRC SUBSIDIARIES OR (III) THE PROBABLE SUCCESS OR PROFITABILITY OF THE BUSINESS AFTER THE CLOSING AND (B) NONE OF THE SELLER PARENT, THE SELLER, BVI ONE, THE COMPANY, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO THE PURCHASER, THE PURCHASER SHAREHOLDER OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO THE PURCHASER, ITS AFFILIATES OR REPRESENTATIVES OF, OR THE PURCHASER’S OR THE PURCHASER SHAREHOLDER’S USE OF, ANY INFORMATION RELATING TO THE BUSINESS, INCLUDING ANY INFORMATION, DOCUMENTS OR MATERIALS MADE AVAILABLE TO THE PURCHASER OR THE PURCHASER SHAREHOLDER, WHETHER ORALLY OR IN WRITING, IN RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF THE PURCHASER OR THE PURCHASER SHAREHOLDER OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ANY SUCH OTHER REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

SECTION 3.07. Restructuring. The execution and delivery of each Restructuring Document by the Seller Parent or its respective Affiliate, the performance by the Seller Parent or its respective Affiliate of its obligations thereunder and the consummation by the Seller Parent or its respective Affiliate of the transactions contemplated thereby shall be, as of Closing, duly authorized by all requisite action on the part of the Seller Parent, its respective Affiliate and their respective stockholders. Each Restructuring Document shall be, as of Closing, duly executed and delivered by the Seller Parent and its respective Affiliate and shall constitute, as of Closing, legal, valid and binding obligations of the Seller Parent and its respective Affiliates which are stated as parties thereto, as the case may be, enforceable against the Seller Parent or its respective Affiliates which are stated as parties thereto, as the case may be, in accordance with its respective terms. Notwithstanding any other provision of this Agreement, the representations and warranties of the Seller Parent under this Agreement are given subject to the terms (and performance of) the Restructuring Documents.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER AND PURCHASER SHAREHOLDER

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

SECTION 4.01. Organization and Authority of the Purchaser and the Purchaser Shareholder. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed, qualified or in good standing would not adversely affect the ability of the Purchaser to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. The execution and delivery by the Purchaser of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholders. This Agreement has been duly executed and delivered by the Purchaser and the Purchaser Shareholder and (assuming due authorization, execution and delivery by the Seller Parent) this Agreement constitutes legal, valid and binding obligations of the Purchaser and the Purchaser Shareholder, enforceable against the Purchaser and the Purchaser Shareholder in accordance with its respective terms.

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

SECTION 4.03. Governmental Consents and Approvals. The execution, delivery and performance of this Agreement by the Purchaser and the Purchaser Shareholder do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority, except where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not prevent or

materially delay the consummation by the Purchaser and the Purchaser Shareholder of the transactions contemplated by this Agreement.

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

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

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

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

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

SECTION 4.09. Independent Investigation; Seller Parent’s Representations. The Purchaser and the Purchaser Shareholder have conducted their own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, software, technology and prospects of the Business, which investigation, review and analysis was done by the Purchaser and its Affiliates and representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser and the Purchaser Shareholder acknowledge that each has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller Parent, the Company, or their representatives (except

the specific representations and warranties set forth in Article III and the schedules thereto). The Purchaser and the Purchaser Shareholder hereby acknowledge and agree that (a) other than the representations and warranties made in Article III, none of the Seller Parent, the Company, , its Affiliates, or any of their respective officers, directors, employees or representatives make or have made any other representation or warranty, express or implied, at law or in equity, with respect to the Company or PRC Subsidiaries, the Acquired Interests or the Assets, including as to (i) merchantability or fitness for any particular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner other than as used and operated by the Seller Parent, the Company and the PRC Subsidiaries or (iii) the probable success or profitability of the Business after the Closing and (b) none of the Seller Parent, the Company, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject to any liability or indemnification obligation to the Purchaser, the Purchaser Shareholder or to any other Person resulting from the distribution to the Purchaser, its Affiliates or representatives of, or the Purchaser’s or the Purchaser Shareholder’s use of, any information relating to the Business, including any information, documents or materials made available to the Purchaser or the Purchaser Shareholder, whether orally or in writing, in responses to questions submitted on behalf of the Purchaser or the Purchaser Shareholder or in any other form in expectation of the transactions contemplated by this Agreement.

ARTICLE V

ADDITIONAL AGREEMENTS

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

(b) For a period of three (3) years after the Closing, the Purchaser shall (i) retain the books and records relating to the Business, the Company and PRC Subsidiaries relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller Parent reasonable access (including the right

to make, at their own expense, photocopies), during normal business hours, to such books and records; provided, however, that the Purchaser shall notify the Seller Parent at least 30 days in advance of destroying any such books and records after the third anniversary of the Closing in order to provide the Seller Parent the opportunity to access such books and records in accordance with this Section 5.01(b).

SECTION 5.02. Confidentiality. (a) The Purchaser and the Purchaser Shareholder agree to, and shall cause their respective Affiliates, officers, directors, employees, agents, representatives, accountants, and counsel to treat and hold as confidential (and not disclose or provide access to any Person to), unless compelled to disclose by judicial or administrative process or by other requirement of Law, this Agreement and the contemplated transactions, and all information (i) furnished by the Seller Parent, its respective Affiliates or its representatives in connection with the contemplated transactions and (ii) relating to trade secrets, processes, patent and trademark applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Business, the Company and PRC Subsidiaries, the Seller Parent and its respective Affiliates furnished by the Seller Parent, its respective Affiliates and its representatives.

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

SECTION 5.03. Regulatory and Other Authorizations; Notices and Consents. (a) Each of the parties shall use its reasonable best efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities and officials that may be or become necessary for its execution and delivery of, and the performance of their obligations pursuant to, this Agreement and the Purchaser Shareholder shall cooperate fully with the Seller Parent in promptly seeking to obtain all such authorizations, consents, orders and approvals.

(b) Without limiting the generality of the Purchaser’s and the Purchaser Shareholder’s undertaking pursuant to Section 5.03(a), the Purchaser and the Purchaser Shareholder agree to use best efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any United States or non-United States governmental antitrust authority or any other party so as to enable the parties hereto to expeditiously close the transactions contemplated hereby no later than March 31, 2008 (the “Termination Date”), including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or otherwise, the sale, divesture or disposition of such of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant hereto as are required to be divested in order to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding, which would otherwise have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby. In addition, the

Purchaser and the Purchaser Shareholder shall use best efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing by the Termination Date.

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

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

(b) The Purchaser shall, as soon as practicable after the Closing, but in no event later than 30 Business Days thereafter, cause the Company and PRC Subsidiaries (if applicable) to file amended articles of incorporation with the appropriate authorities changing its corporate name to a corporate name that does not contain any Retained Names and Marks and to supply promptly any additional information and documentary materials that may be requested by the Seller Parent with respect to such filings.

(c) The Company and PRC Subsidiaries shall, for a period of 60 Business Days after the date of the Closing, be entitled to use all of their existing stocks of signs, letterheads, advertisements and promotional materials, inventory and other documents and materials (“Existing Stock”) containing the Retained Names and Marks, after which date the Purchaser and the Purchaser Shareholder shall cause the Company and PRC Subsidiaries to remove or obliterate all Retained Names and Marks from such Existing Stock or cease using such Existing Stock, and transfer to the Seller Parent any rights with respect to Internet domain names incorporating any Retained Names or Marks.

(d) Except as expressly provided in this Agreement, no other right to use the Retained Names and Marks is granted by the Seller Parent to the Purchaser, the Purchaser Shareholder, the Company and PRC Subsidiaries, whether by implication or otherwise, and nothing hereunder permits the Purchaser, the Purchaser Shareholder, the Company and PRC Subsidiaries to use the Retained Names and Marks on any documents, materials, products or services other than in connection with the Existing Stock. The Purchaser shall ensure that all use of the Retained Names and Marks by the Company and PRC Subsidiaries as provided in this Section 5.04 shall be only with respect to goods and services of a level of quality equal to or greater than the quality of goods and services with respect to which the Business used the Retained Names and Marks prior to the Closing.

SECTION 5.05. Notifications. Until the Closing, each party hereto shall promptly notify the other party in writing of any fact, change, condition, circumstance or occurrence or nonoccurrence of any event of which it is aware that will or is reasonably likely to result in any of the conditions set forth in Article VI of this Agreement becoming incapable of being satisfied.

SECTION 5.06. Other Assets, Intercompany Balances and Assumption of Liabilities. In the event that the Company contains assets that are not related to the Business, the Purchaser shall transfer all such assets to the Seller or its designee at or as promptly as practicable after the Closing. Except with respect to liabilities contemplated by the Restructuring Plan, the parties hereto agree that the Seller Parent shall reallocate all intercompany balances between the Seller Parent and all other subsidiaries of the Seller Parent (the “Continuing INTAC Entities”) on one hand and BVI One, the Company and PRC Subsidiaries on the other hand prior to the Closing such that no accounts payable will be owed by the Company or any PRC Subsidiary to the Continuing INTAC Entities and no accounts receivable will be due to the Continuing INTAC Entities from the Company or any PRC Subsidiary at the Closing. The parties hereto agree that all Liabilities of the Business and the Company and PRC Subsidiaries prior to or at the Closing shall be assumed by the Company and PRC Subsidiaries upon the Closing.

SECTION 5.07. Conveyance Taxes. The Seller Parent and the Purchaser shall each be liable for and pay fifty percent (50%) of any and all Conveyance Taxes, application fees, recording fees and charges that may be imposed upon, or payable or collectible or incurred in connection with (i) this Agreement and the transactions contemplated hereby and (ii) the Restructuring Transactions. The parties hereto agree to cooperate in the execution and delivery of all instruments and certificates necessary to enable the Seller Parent to comply with any and all filing requirements.

SECTION 5.08. Consummation of the Restructuring Transactions. (a) As soon as practicable following the date hereof, the Seller Parent shall take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to consummate and make effective each of the Restructuring Transactions specified in Step 1 through Step 8 in the Restructuring Plan to the extent permitted by and in accordance with applicable Law.

(b) As soon as practicable following the Closing, the Purchaser and the Purchaser Shareholder shall take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to consummate and make effective each of the Restructuring Transactions specified in Steps 10 and 13 in the Restructuring Plan to the extent permitted by and in accordance with applicable Law.

(c) As soon as practicable following the Closing, the Seller Parent shall take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to consummate and make effective each of the Restructuring Transactions specified in Steps 10, 11 and 12 in the Restructuring Plan to the extent permitted by and in accordance with applicable Law.

(d) The Seller Parent hereby undertakes to the Purchaser and the Purchaser Shareholder that as of the Closing, other than Liabilities contemplated by the Restructuring Plan, neither BVI One nor BVI Two has any business operations or otherwise has incurred any Liabilities.

SECTION 5.09. Resignation of the Purchaser Shareholder. As soon as practicable following the date hereof, the Purchaser Shareholder shall execute a resignation and release in the form reasonably satisfactory to the Seller Parent and the Purchaser Shareholder, effective as of the Closing, to effectuate the resignation of the Purchaser Shareholder as chief executive officer of the Seller Parent.

SECTION 5.10. Transfer of Meidi Advertising Control. As soon as practicable following the date hereof (but no later than the Closing), the parties shall cause Intac Trading to effect the transfer of the Meidi Advertising Control, and the Seller shall acquire such Meidi Advertising Control, by novation of the Meidi Advertising Agreement pursuant to the Novation Agreement.

SECTION 5.11. Performance Guarantee. The Seller Parent guarantees to the Purchaser and the Purchaser Shareholder that the Seller shall perform its obligations pursuant to this Agreement. In the event that the Seller fails to perform its obligations under this Agreement, the Seller Parent shall be jointly liable for the Seller’s performance of this Agreement.

SECTION 5.12. Further Action. The parties hereto shall use all reasonable efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement.

ARTICLE VI

CONDITIONS TO CLOSING

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

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

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

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

(d) Shareholder Approval. The Seller Parent and the Seller shall have obtained the requisite shareholder approvals for this Agreement and the transactions contemplated hereby; and

(e) Consummation of the Restructuring Transactions. Other than the transaction contemplated by this Agreement and the transactions specified in Steps 10 through 13 in the Restructuring Plan, each Restructuring Transaction shall have been consummated and shall remain in full force and effect.

SECTION 6.02. Conditions to Obligations of the Purchaser Shareholder and the Purchaser. The obligations of the Purchaser Shareholder and the Purchaser to acquire the Acquired Interests as contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a) Representations, Warranties and Covenants. (i) The representations and warranties of the Seller Parent contained in this Agreement (A) that are not qualified as to

“materiality” or “Material Adverse Effect” shall be true and correct in all material respects as of the Closing and (B) that are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct as of the Closing, other than such representations and warranties that are made as of another date, in which case such representations and warranties shall be true and correct in all material respects or true and correct, as the case may be, as of such other date, and (ii) the covenants and agreements contained in this Agreement to be complied with by the Seller Parent at or before the Closing shall have been complied with in all material respects, provided, however, that the Seller Parent shall be deemed to have complied with this Section 6.02(a) if any action or omission of the Purchaser or the Purchaser Shareholder shall have been the cause of, or shall have resulted in any breach or non-compliance of the representations, warranties or covenants of the Seller Parent;

(d) Cash Remained in the Company. As evidenced by the bank statements of all bank accounts maintained by the Company as of the date of the Closing, the Company has no less than US$4.5 million in cash;

(f) No Liabilities. Other than Liabilities contemplated by the Restructuring Plan, neither BVI One nor BVI Two has incurred any Liabilities.

ARTICLE VII

INDEMNIFICATION

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

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

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

(a) by any of the parties hereto, if the Closing shall not have occurred by March 31, 2008; provided, however, that the right to terminate this Agreement under this Section 8.01(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;

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

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

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

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

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

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01. Expenses. Except as otherwise specified in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be borne by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided, however, that the Seller Parent and the Purchaser shall each be liable for and pay fifty percent (50%) of any and all fees and disbursements of legal counsel, financial advisors and accountants, and fees or other payments to any Governmental Authorities that may be payable or collectible or incurred in connection with (i) this Agreement and the transactions contemplated hereby and (ii) the Restructuring Transactions.

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

	(a)		if to the Seller Parent or the Seller:

			INTAC International, Inc.
			00000 Xxxxx Xxxxx
			Xxxxx 000
			Xxxxxx, Xxxxx 00000
			Attention: Xxxxx Xxxxxxx
			Fax: (000) 000-0000

			with a copy to:

			HSW International, Inc.
			One Capital City Plaza
			0000 Xxxxxxxxx Xxxx, Xxxxx 0000
			Xxxxxxx, XX 00000
			Attention: Chief Executive Officer

	(b)		if to the Purchaser or the Purchaser Shareholder:

			Xxx Xxxx
			Xxxx 0, 00/X., Xxxx Xxxxxxxxxx Xxxxx
			000 Xxxxxx Xxx Xxx Xxxx
			Xxxxxxx, Xxxx Xxxx
			Fax: + (000) 0000-0000

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

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

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

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

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

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

SECTION 9.09. No Third Party Beneficiaries. Other than as set forth in this Section 9.09, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied (including the provisions of Article VII relating to indemnified parties), is intended to or

shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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

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

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

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

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

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

INTAC INTERNATIONAL, INC.


By:	/s/ J. Xxxxx Xxxxxxx
	Name: J. Xxxxx Xxxxxxx
	Title: Senior Vice President and
		Chief Financial Officer


CHINA TREND HOLDINGS LTD.


By:	/s/ Xxx Xxxx
	Name: Xxx Xxxx
	Title: Its Sole Shareholder


	/s/ Xxx Xxxx
XXX XXXX

EXHIBIT A

INTAC INTERNATIONAL, INC.:

MEMORANDUM REGARDING THE REORGANISATION AND

SALE OF INTAC INTERNATIONAL HOLDINGS LIMITED

PURPOSE:

The purpose of this memorandum is to outline the steps proposed to be undertaken by Intac International, Inc. (“Intac International”) and other relevant parties in the reorganisation of Intac International Holdings Limited (“Intac Hong Kong”) and certain of its subsidiaries to:

(a) transfer certain rights and obligations of Intac International and its subsidiaries to affiliated entities, in order to facilitate the transfer of (A) all of the equity interest owned by Intac Hong Kong in (i) Beijing Huana Xinlong Information and Technology Development Co., Ltd. (“Xinlong Technology”) , (ii) Beijing Huana-Xinlong Education Software Limited (“Xinlong Software”), (iii) Intac (Tianjin) International Trading Company (“Intac Trading”) , and (iv) Intac International Management Consultancy (Beijing) Co., Ltd. (“Intac Consultancy”), (B) Intac Trading’s control over the management of Beijing Intac Purun Education Technology Development Co., Ltd. (“Intac Purun”, together with Xinlong Technology, Xinlong Software, Intac Trading and Intac Consultancy, the “PRC Subsidiaries”), and (C) US$4,500,000 in cash in Intac Hong Kong to China Trend Holdings Ltd., a British Virgin Islands corporation wholly owned by Xxx Xxxx (“WZ Newco”); and

(b) effect such acquisition by WZ Newco referred to in paragraph (a) above, in consideration of which WZ Newco (or Xxx Xxxx) will transfer 5,000,000 shares in HSW International, Inc., a Delaware corporation (“HSWI”) to Hong Kong Newco (as defined below).

However, none of the parties referred to in this memorandum shall have or be creating any obligation, nor shall any party be giving any representation, warranty or covenant, as a result of this memorandum or its inclusion in any document, unless expressly stated otherwise in a binding agreement signed by such party.

In the structure charts used in this memorandum, the position of the relevant entities is reflected prior to the transfers of the interests indicated in each such structure chart. A company shown as holding an interest in another company holds 100% of the equity in another company unless otherwise specified in the relevant structure chart.

This memorandum is current as of 15 February, 2008.

STEP 1:

Intac International incorporates a new wholly-owned Hong Kong subsidiary (“Hong Kong Newco”).

STEP 1A:

Intac Holdco Corp. transfers 100 shares in the issued share capital of Intac Hong Kong to Intac International for a nominal consideration.

STEP 2:

Intac Hong Kong undertakes all necessary corporate and other action to ensure compliance with sections 47B to 48 of the Companies Ordinance (Cap.32 of the Laws of Hong Kong) (“Companies Ordinance”) to ensure any financial assistance provided by it for any acquisition of its shares under steps 4-12 of this memorandum is lawfully provided.

STEP 3:

Hong Kong Newco undertakes all necessary corporate and other action to ensure compliance with sections 47B to 48 of the Companies Ordinance to ensure any financial assistance provided by it for any acquisition of its shares under steps 4-12 of this memorandum is lawfully provided.

STEP 4:

Intac International sells the entire issued share capital of Intac Hong Kong to Hong Kong Newco in consideration of which Hong Kong Newco issues shares to Intac International which have a value equal to US$Y plus US$X (see explanations of these respective amounts in steps 6 and 8 below).

STEP 5:

Hong Kong Newco incorporates a new wholly-owned British Virgin Islands subsidiary (“BVI One”).

STEP 6:

Hong Kong Newco sells the entire issued share capital of Intac Hong Kong to BVI One in consideration of which BVI One: (a) issues a promissory note (“PN1”) to Hong Kong Newco in an amount of US$Y being the amount of cash held by Intac Hong Kong (in excess of US$4,500,000) which will be loaned by Intac Hong Kong under Step 8, plus the value of all of the issued share capital in HSW Brasil – Tecnologia e Informação Ltda (“Brazilco”); and (b) issues shares to Hong Kong Newco in an amount of US$X being US$4,500,000 in cash to be retained by Hong Kong Newco plus the value of the PRC Subsidiaries.

STEP 7:

Intac Hong Kong establishes a new wholly-owned British Virgin Islands subsidiary (“BVI Two”).

STEP 8:

Intac Hong Kong advances its cash in excess of US$4,500,000 (US$A) and transfers all of the issued share capital of Brazilco (which together have a value equal to US$Y) to BVI Two which is evidenced by the issue of a promissory note in an amount of US$Y (“PN2”) by BVI Two to Intac Hong Kong.

STEP 9:

Hong Kong Newco sells the entire issued share capital in BVI One to WZ Newco in consideration of which WZ Newco (or Xxx Xxxx) will transfer 5,000,000 shares of common stock of HSWI.

STEP 10:

Intac Hong Kong sells the entire issued share capital of BVI Two to Hong Kong Newco for a nominal consideration, as BVI Two has equal amounts of cash/assets (being US$A in cash plus the entire issued share capital of Brazilco), and debt (being the debt represented by PN2), respectively.

STEP 11:

Hong Kong Newco assigns PN1 to BVI Two in consideration of which BVI Two transfers US$A in cash and the entire issued share capital of Brazilco to Hong Kong Newco.

STEP 12:

BVI Two assigns PN1 to Intac Hong Kong in consideration of which Intac Hong Kong sets-off the debt owed to it by BVI Two under PN2.

STEP 13:

Intac Hong Kong repurchases certain issued shares in the amount of US$Y from BVI One the consideration for which is settled by transferring/setting off against PN1 (originally issued by BVI One).

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SHARE PURCHASE AGREEMENT

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