Exhibit 10.5


 


SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENT


 


INTAC International, Inc.


Units 3-5, 17/F., Clifford
Centre


778-784 Cheung Sha Wan Road


Kowloon, Hong Kong


 


Attention:  Wei Zhou, Chief Executive Officer


 


Dear Mr. Zhou:


 


This Subscription and
Investment Representation Agreement (this “Agreement”) is entered into as of
the date set forth on the signature page hereof by and between INTAC
International, Inc., a Nevada corporation (together with its successors and
permitted assigns, the “Company”), and the undersigned accredited investor
(together with its successors and permitted assigns, the “Investor”).


 


The Investor desires to
purchase from the Company and the Company desires to sell to the Investor, on
the terms and conditions set forth in this Agreement, one million (1,000,000)
shares of the common stock, $.001 par value per share (the “Common Stock”), of
the Company.


 


On the terms and conditions of
this Subscription and Investment Representation Agreement (the “Agreement”),
the Investor proposes to make an investment in the Company as follows:


 


1.                    Subscription.  Subject to the terms and conditions hereof,
Investor hereby irrevocably subscribes to purchase one million (1,000,000)
shares (the “Shares”) of Common Stock of the Company at a price of $4.50 per
share.  In so doing, Investor is hereby
delivering to the Company, for the Company’s benefit, a check, draft,
money  order or wire transfer payable to
the order of “INTAC  International,
Inc.” in the amount of $4,500,000.00, the aggregate purchase price payable in
respect of the purchase of the Shares. 
The Company will deliver a stock certificate representing the Shares
purchased by the Investor within ten business days after receipt of the
purchase price.


 


2.                    Representations
and Warranties of the Company.  The
Company represents and warrants to the Investor as follows:


 


(a)  The Company is a corporation duly organized
and validly existing under the laws of the State of Nevada.


 


(b)  As of the date hereof, the entire authorized
capital stock of the Company consists of (1) One Hundred Million (100,000,000)
shares of Common Stock, of which Nineteen Million One Hundred Eighty-Nine
Thousand Four Hundred and Fifty-Five (19,189,455) shares are issued and
outstanding on the date hereof prior to the offering made hereby, and (2) Ten
Million (10,000,000) shares of Preferred Stock, of which no shares are issued
and outstanding on the date


 

















 


hereof.  All of the issued and outstanding shares are
duly authorized, validly issued, fully paid, and nonassessable. The Shares to
be issued to the Investor in the offering will be, when issued and paid for in
accordance with the terms of this Agreement, validly issued, fully paid and
nonassessable.


 


(c)  The Company has full corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.  This Agreement constitutes a
valid and  legally binding obligation of
the Company, enforceable in accordance with its terms and conditions.


 


3.                    Representations
and Warranties of Investor.  Investor
hereby represents and warrants to the Company as follows:


 


(a)  The offer and sale of the Shares to Investor
is made in reliance upon Investor’s representation to the Company, which, by
Investor’s execution of this Agreement, Investor hereby confirms, that the
Shares are being acquired for investment for Investor’s own account, not as a
nominee or agent, and not with a view to the sale or distribution of any part
thereof, and that Investor has no present 
intention of selling, granting any participation in, or otherwise
distributing the same.  By executing
this Agreement, Investor further represents that Investor has no contract,
undertaking, agreement or arrangement with any person to sell, transfer, or
grant participation rights to such person or to any third person, with respect
to any of the Shares and has no present intention to enter  into any such contract, undertaking,
agreement or arrangement.


 


(b)  Investor understands and acknowledges that
the Offering of the Shares has not and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), on the grounds that
the offering and sale of the Shares are exempt from registration pursuant to
the provisions of Section 4(2) and/or Rule 506 of Regulation D of the Securities
Act, and that the Company’s reliance upon such exemption is, in part,
predicated upon Investor’s representations set forth in this Agreement.


 


(c)  Investor covenants that in no event will
Investor dispose of any of the Shares, or any part thereof, unless and until
(i) there is an effective Registration Statement under the Securities Act
covering the proposed disposition and such disposition is made in accordance
with such Registration Statement, and (ii) Investor shall have notified the
Company of the proposed disposition and shall have furnished the Company with a
statement of the circumstances surrounding the proposed disposition, and, if
reasonably requested by the Company, Investor shall have furnished the Company
with an opinion of counsel satisfactory in form and substance to the Company
and the Company’s counsel to the effect that (A) such disposition will not
require registration under the Securities Act and (B) appropriate action
necessary for compliance with the Securities Act and any applicable state,
local or foreign law has been taken. In addition, the Investor agrees that the
Investor will comply with the contractual lock-up period imposed upon Investor
under this Agreement.


 


(d)  Investor represents that Investor (i) has
such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of Investor’s prospective investment
in the Shares; (ii) has received from the Company all the information he has


 


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requested and considers
necessary or appropriate for deciding whether to purchase the Shares; (iii) has
had an opportunity to ask questions and receive answers from the Company
regarding the Company, its business, operations, market potential,
capitalization, financial condition and prospects, and the terms and conditions
of the offering of the Shares; (iv) has the ability to bear the economic risks
of Investor’s prospective investment; and (v) is able, without materially
impairing his financial condition, to hold the Shares for an indefinite period
of time and to suffer complete loss on his investment.


 


(e)  Investor represents that he is a bona fide
resident of the state or country indicated herein, and if Investor is an
individual, Investor is at least 21 years of age. Investor further represents
that he has no present intention of becoming a resident of any other state or
jurisdiction.


 


(f)  If Investor’s purchase of the Shares is
subject to regulation by the government of a sovereign jurisdiction other than
the United States, Investor has complied with all laws and regulations
governing the purchase and sale of the Shares imposed by such sovereign
jurisdiction.


 


(g)  Investor has received and read or reviewed,
and is thoroughly familiar with, the Company’s filings with the Securities and
Exchange Commission (the “SEC Filings”), particularly the information set forth
under the captions “Business Risk Factors” and “Cautionary Statement Regarding
Forward-Looking Statements” found in the Company’s Annual Report on Form 10-KSB
for the year ended December 31, 2002, and the Company’s Quarterly Reports on
Form 10-QSB for the quarters ended March 31, 2003 and June 30, 2003, and
Investor is aware of the high degree of risk involved in making an investment
in the Company; it being understood, however, that this representation does not
constitute a waiver of any rights that Investor has under the Securities Act,
any applicable state securities act or the rules and regulations promulgated
thereunder.


 


(h)  Investor has had the opportunity to review,
at the Company’s offices or otherwise, any materials available to the Company
relating to the Company or any other matters or items discussed in or
accompanying the SEC Filings, except for the Company’s proprietary
information.  The Company has answered
all inquiries from Investor, and given Investor the opportunity to obtain any
additional information (to the extent the Company possessed such information or
could acquire it without unreasonable effort or expense) requested by the
Investor necessary to verify the accuracy of any information set forth in this
Agreement, the SEC Filings, or otherwise.


 


(i)  Investor understands that he is purchasing
the Shares only in reliance upon the information set forth in this
Agreement.  Investor acknowledges that,
except as set forth in this Agreement, no representations or warranties have
been made to Investor or the Investor’s advisors by the Company or by any
persons acting on their behalf with respect to the business of the Company, the
financial condition of the Company or any other aspect of or related to a
purchase of the Shares, and that Investor has not relied upon any information
concerning this transaction, written or oral.


 


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(j)  Investor acknowledges and is aware of the
following:


 


(i)  The Shares are a highly speculative
investment that involves a substantial risk of loss by Investor of his entire
investment in the Company.


 


(ii) There are
substantial restrictions on the transferability of the Shares.  The Shares will only be, and Investor has
the right to require that the Shares be registered under the Securities Act
only pursuant to the terms and conditions of the Registration Rights Agreement,
a copy of which is attached as Attachment A hereto; accordingly, there may be
no public market for the Shares; Investor may not be able to avail himself of
the provisions of Rule 144 under the Securities Act with respect to the resale
of the Shares; and the Investor may have to hold the Shares indefinitely and
may not be able to liquidate his investment in the Company.


 


(iii)  No federal or state agency has made any
finding or determination as to the fairness of the offering of the Shares for
investment or any recommendation or endorsement of the Shares.


 


(iv) The
Company, its officers, directors, agents or employees or any other person, have
not represented, guaranteed or warranted to Investor, expressly or by
implication, any of the following:


 


•                  the approximate
or exact length of time that Investor will be required to remain an owner of
the Shares;


 


•                  the amount of or
type of consideration, profit or loss to be realized, if any, as a result of an
investment in the Company; or


 


•                  the likelihood
that the Company’s business plan will succeed.


 


(k)  Investor has neither distributed nor
disclosed, directly or indirectly, any of the Company’s confidential
information, including, without limitation, the information contained in any
contract or agreement to which the Company is a party,  to anyone other than his legal, tax,
accounting or other advisors for their use solely in that capacity for
Investor, and no one other than the undersigned and his legal, tax, accounting
or other advisors, if any, has used the confidential information.


 


(l)  Investor represents and warrants to the
Company that he is an “accredited investor” within the meaning of SEC Rule
501(a) of Regulation D, as presently in effect, under the definition set forth
in the box initialed below by the Investor.


 


o  1. Any
bank as defined in section 3(a)(2) of the Act, or any savings and loan
association or other institution as defined in section 3(a)(5)(A) of the Act
whether acting in its individual or fiduciary capacity; any broker or dealer
registered pursuant to section 15 of the Securities Exchange Act of 1934; any
insurance company as defined in section 2(13) of the Act; any investment
company registered under the Investment Company Act of 1940 or a business
development company as defined in section 2(a)(48) of that Act; any Small
Business Investment


 


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Company licensed by the U.S.
Small Business Administration under section 301(c) or (d) of the Small Business
Investment Act of 1958; any plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its
political subdivisions, for the benefit of its employees, if such plan has
total assets in excess of $5,000,000; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974 if the
investment decision is made by a plan fiduciary, as defined in section 3(21) of
such act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has
total assets in excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are accredited investors;


 


o  2.
Any private business development company as defined in section 202(a)22 of the
Investment Advisers Act of 1940;


 


o  3.
Any organization described in section 501(c)3 of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the securities offered, with total
assets in excess of $5,000,000;


 


o  4.
Any director, executive officer, or general partner of the issuer of the
securities being offered or sold, or any director, executive officer, or
general partner of a general partner of that issuer;


 


ý  5.
Any natural person whose individual net worth, or joint net worth with that
person’s spouse, at the time of his purchase exceeds $1,000,000;


 


ý  6.
Any natural person who had an individual income in excess of $200,000 in each
of the two most recent years or joint 
income with that person’s spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching the same income level in the
current year;


 


o  7.
Any trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the securities offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) and


 


o  8.
Any entity in which all of the equity owners are accredited investors.


 


The foregoing statements are
true and accurate to the best of my information and belief, and I will promptly
notify the Company of any changes.


 


(m)  At no time was Investor presented with or
solicited by any publicly issued or circulated newspaper, mail, radio,
television or other form of general advertising or solicitation in connection
with the Shares.


 


(n)  In addition, Investor has been advised that
Rule 144 promulgated by the SEC under the Securities Act, which permits certain
limited sales of unregistered securities, may not be presently available with
respect to the Shares and, in any event, requires that the Shares be held for a
minimum of one (1) year, and in certain cases two (2) years, after they have
been purchased


 


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and paid for (within the
meaning of SEC Rule 144), before they may be resold under SEC Rule 144.


 


(o)  Investor agrees that the Company may rely on
the representations found in this Section 3. 
Investor further agrees that he will furnish to the Company such further
information as the Company may deem relevant in determining whether the
undersigned is an “accredited investor” within the meaning of Rule 501(a) and
whether the undersigned’s proposed investment may have any adverse legal
effects, and the undersigned authorizes the Company and its agents to confirm,
as necessary, with the undersigned’s tax adviser, investment counselor, lawyer,
accountant, banker or other financial representative named below, such
information as the Company may deem relevant in making such determination.


 


(p)  The foregoing representations and warranties
are true and accurate as of the date hereof and shall survive the Closing of
the purchase of the Shares.  If in any
respect such representations and warranties 
shall not be true and accurate prior to the Closing Date, Investor shall
give written notice of such fact to the Company, specifying which
representations and warranties are not true and accurate and the reasons
therefor.


 


4.               Indemnification.  Investor recognizes that the sale of the
Shares to Investor will be based upon his representations and warranties set
forth in Paragraph 3 hereof, and Investor agrees to indemnify and to hold
harmless the Company, each of its officers and directors, and each person who
controls the Company, from and against any and all loss, damage, liability or
expense, including costs and reasonable attorneys’ fees, to which they may be
subject or which they may incur by reason of, or in connection with, any
misrepresentation made by Investor in this Agreement, any breach by Investor of
his warranties or failure by Investor to fulfill any covenants or agreements
set forth herein or arising out of the sale or distribution of any such shares
by Investor in violation of the Securities Act or other applicable securities
laws.  All representations, warranties,
and covenants and the indemnification contained in this Agreement shall survive
the acceptance of this subscription and the issuance to Investor of the Shares.


 


5.               Confidentiality.  Investor hereby covenants and agrees to
maintain the confidential status of all Confidential Information (as defined
below), and not to use, directly or indirectly, any such Confidential
Information for any purpose  other than
to evaluate an investment in the Company, and not to disclose, directly or
indirectly, any such Confidential Information to any third party.  For the purposes of this Agreement,
“Confidential Information” means all business, financial, technical and other
information about the Company, designated as confidential or proprietary, or
information which, by the nature of the circumstances surrounding the
disclosure, ought in good faith to be treated as confidential, including,
without limitation, the confidential information provided to the Investor.


 


6.               Lock-up;
Market Stand-off.  Investor agrees that
he shall not sell, pledge, encumber or otherwise transfer or dispose of any
more than 83,333 Shares in any rolling 30-day period (whether or not such
Shares have been included in or are otherwise eligible for resale under a
Registration Statement filed under the Securities Act) on or before the one (1)
year anniversary of the Closing Date without the prior written consent of the
Company, which consent may be withheld in the Company’s sole and absolute
discretion.


 


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7.               Acknowledgment.  Investor acknowledges and understands that
he may receive or may be provided confidential or otherwise non-public
information about the Company that may constitute material, non-public
information concerning the Company, and that he is obligated to refrain from
(a) selling any shares of common stock beneficially owned or held by him and
(b) otherwise trading in the Company’s securities, at any time during which
Investor is in possession of non-public, material information concerning the
Company.


 


8.               Restrictive
Legends.  Investor understands and
agrees that the following restrictions and limitations are applicable to his
purchase and any resale or other transfer he may make of the Shares:


 


(a)  The Shares shall not be
sold or otherwise transferred unless they are registered under the Securities
Act and applicable state securities laws or are exempt therefrom.


 


(b)  Legends in substantially
the following form will be placed on each certificate evidencing the Shares:


 


THE SHARES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW.  THE SHARES HAVE BEEN ACQUIRED FOR PRIVATE INVESTMENT AND MAY NOT
BE OFFERED FOR SALE OR SOLD IN THE ABSENCE OF 
(i) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS,
OR (ii) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A
CERTAIN LOCK-UP AGREEMENT AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE
TRANSFERRED OR DISPOSED OF, EXCEPT IN ACCORDANCE WITH THE TERMS THEREOF, COPIES
OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.


 


9.               No
Waiver. Notwithstanding any of the representations, warranties, acknowledgments
or agreements made herein by Investor, Investor does not thereby or in any
other manner waive any rights granted to Investor under federal or state
securities laws.


 


10.         Assignment.  Investor agrees not to transfer or assign
this Agreement, or any of his interest therein.


 


11.         No
Revocation.  Investor acknowledges and
agrees that his subscription for Shares, made by the execution and delivery of
this Agreement by Investor, is irrevocable and shall survive the death or
incapacity of Investor.


 


12.         Closing.  The closing of the purchase and sale of the
Shares (the “Closing”) shall take place contemporaneously with the parties’
execution of this Agreement (the “Closing


 


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Date”). Execution by the
Company hereunder shall constitute its written acknowledgment of the receipt of
and payment for the full purchase price for the Shares.


 


13.         Miscellaneous.


 


(a)  All notices or other
communications to the Company given or made hereunder  shall be in writing and shall be delivered or mailed by
registered or certified mail, return receipt requested, postage prepaid, to
Chief Executive Officer, INTAC International, Inc., Units 3-5, 17/F., Clifford
Centre, 778-784 Cheung Sha Wan Road, Kowloon, Hong Kong, or such other
principal executive offices of the Company as shall then be in existence.  All notices or other communications to the
Investor given or made hereunder shall be in writing and shall be delivered to
Investor by registered or certified mail, return receipt requested, postage
prepaid, to the Investor’s address as set forth on the signature page to this
Agreement.


 


(b)  Notwithstanding the place
where this Agreement may be executed by any of the parties hereto, the parties
expressly agree that all of the terms and provisions hereof shall be construed
in accordance with and governed by the laws of the State of Nevada applicable
to agreements made and to be wholly performed therein.


 


(c)  This Agreement constitutes
the entire agreement between the parties hereto with respect to the subject
matter hereof and may be amended only by an instrument in writing executed by
all parties.


 


(d)  This Agreement shall be binding
upon the heirs, estates, legal representatives, successors and assigns of the
parties hereto.


 


(e)  All terms used herein shall
be deemed to include the masculine, feminine and neuter, and the singular and
plural as the context requires. 
Captions herein are for convenience of reference only and shall not
alter or affect the meaning or construction of the paragraphs hereof to which
they relate.


 


(f)  Each of the parties hereto
agree to execute such other documents, instruments or agreements as shall be
reasonably necessary, appropriate or required to evidence the intent of the
parties hereto.


 


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IN WITNESS WHEREOF, the
undersigned have executed, or caused to be executed, this Subscription and
Investment Representation Agreement this 15 day of September, 2003.


 


 


	
  INVESTOR

  	
   

  
	
   

  	
   

  
	
  /s/ Tony
  Brahil

  	
   

  	
   

  
	
  Name:  Tony Brahil

  	
   

  
	
  Address:

  	
  Telemaco
  Borba

  Joaquim Tavora 98

  	
   

  
	
   

  	
   

  
	
  Agreed and
  Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  INTAC
  INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Wei Zhou

  	
   

  
	
   

  	
  Wei Zhou, Chief
  Executive Officer

  	
   

  
					



 


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Exhibit 10.5


 


ATTACHMENT A


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of September 15, 2003,
to be effective upon the purchase of shares of common stock of INTAC
International, Inc., a Nevada corporation (“INTAC” or the “Company”), under
that certain Subscription and Investment Representation Agreement, dated as of
September 15, 2003 (the “Subscription Agreement”), between INTAC and the
investor set forth on the signature page to this Agreement (the “Holder”) and
is applicable to the parties to the Subscription Agreement and the shares of
INTAC common stock (the “Common Stock”) issued in connection therewith, as follows:


 


1.                                       Definitions.  For purposes of this Agreement:


 


(a)                                  unless
otherwise defined herein, capitalized terms shall have the meaning assigned in
the Subscription Agreement;


 


(b)                                 the
terms “Register,” “Registered” and “Registration” refer to a registration
effected by preparing and filing a registration statement or similar document
in compliance with the Securities Act of 1933, as amended (the “Act”), and the
declaration or ordering of the effectiveness of such registration statement or
document;


 


(c)                                  the
term “Registrable Securities” means the Common Stock issued to Holder pursuant
to the Subscription Agreement to which this Agreement is attached, together
with any shares of INTAC common stock issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of, such
shares of Common Stock; excluding in call cases however, any Registrable
Securities sold or transferred by the Holder thereof or securities which may be
resold by Holder under Rule 144;


 


(d)                                 the
number of shares of “Registrable Securities Then Outstanding” shall be
determined by the number of shares of Common Stock of INTAC which are
outstanding, and the number of shares of Common Stock issuable pursuant to such
Registrable Securities;


 


(e)                                  the
term “Holder” means the Investor who is a party to the Subscription Agreement
and does not and shall not include any assignee or transferee thereof.


 


2.                                       Registration
Rights.  (a) Piggyback Registration
Rights.  If (but without any obligation
to do so) INTAC proposes to register (including for this purpose a registration
effected by INTAC for shareholder other than the Holder) any of its stock or
other securities under the Act in connection with a public offering of such
securities solely for cash (other than a registration relating solely to the
sale of securities to participants in a stock option plan or registration on
any form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), INTAC shall, at such time, promptly give the Holder
written notice of such proposed registration. 
Upon the written request of Holder given within fifteen (15) days after
the giving of such first notice by INTAC, INTAC shall, subject to the
provisions of this Agreement, cause to be registered under the Act all of the
Registrable Securities that such Holder has requested to be registered.


 


(b)  Demand Registration Right. At any time after
April 30, 2004, the Holder shall have the right to provide to the Company a
written request that the Company file a registration statement under the
Securities Act covering the registration of some or all of the Holder’s
Registrable Securities.  The Company shall,
subject to the limitations of this Section 2, use its best efforts to file
a registration statement as soon as practicable after the receipt of such
notice, relating to the registration under the Securities Act of all
Registrable Securities which the Holder requests to be registered.  If the Holder intends to distribute the
Registrable Securities covered by their request by means of an underwriting,
the Holder shall so advise the Company as a part of its request made pursuant
to this Section 2.  The underwriter
will be selected by


 

















 


Holder and shall be reasonably
acceptable to the Company.  In such
event, the right of Holder to include Registrable Securities in such
registration shall be conditioned upon such Holder’s participation in such
underwriting and the inclusion of Holder’s Registrable Securities in the
underwriting to the extent provided herein. 
The Holder shall (together with the Company if required) enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting.  Notwithstanding
any other provision of this Section 2, if the underwriter advises the
Holder in writing that marketing factors require a limitation of the number of
shares to be underwritten, then the number of shares of Holder’s Registrable
Securities that may be included in the underwriting shall be allocated among
the Holder and the Company, if the Company desires to include shares in the
underwritten offering, in proportion as the underwriters may advise.


 


Notwithstanding the foregoing,
if the Company shall furnish to Holder requesting a registration statement
pursuant to this Section 2, a certificate signed by the President or Chief
Executive Officer of the Company stating that in the good faith judgment of the
board of directors of the Company, it would be seriously detrimental to the
Company and its stockholders for such registration statement to be filed and it
is therefore essential to defer the filing of such registration statement, the
Company shall have the right to defer such filing for a period of not more than
ninety (90) days after receipt of the request of the Holder; provided, however,
that the Company may not utilize this right more than once in any twelve (12)
month period.


 


3.                                       Obligations
of Holder.  It shall be a condition
precedent to the obligations of INTAC to include any Registrable Securities
which Holder desires to sell, that Holder shall:


 


(a)                                  furnish
to INTAC such information regarding himself, Registrable Securities held by
Holder, and the intended method of disposition of such securities as shall be
required to effect the Registration of the Registrable Securities,


 


(b)                                 furnish
to INTAC the identity of and compensation to be paid to any proposed underwrite
dot be employed in connection therewith on behalf of Holder as INTAC, any
underwriter, the Securities and Exchange Commission (the “SEC”) or any other
governmental agency may request, and


 


(c)                                  enter
into and perform Holder’s obligations under an underwriting agreement, in usual
and customary form satisfactory to INTAC, with the managing underwriter of such
offering.


 


4.                                       Expenses
of  Registration.  At all time, Holder shall bear the expenses
of any underwriting discounts and commissions attributable to the sale of
Holder’s Registrable Securities.  Holder
shall also bear and pay all those expenses attributable to the inclusion of
Holder’s Registrable Securities and any registration, filing or qualification
pursuant to this Agreement, including (without limitation) such Holder’s
incremental portion of all registration, filing and qualification fees,
printer’s and accounting fees, fees and disbursements of counsel of INTAC, and
the reasonable fees and expenses of counsel for the Holder, but excluding
INTAC’s overhead expenses and expenses related to the use of time by INTAC’s
officers, directors and employees in effecting any such registration.


 


5.                                       Underwriting
Requirements.  In connection with
any offering involving an underwriting of shares being issued by INTAC, INTAC
shall not be required under this Agreement to include any of the Holder’s
securities in such underwriting unless Holder accepts the terms of the
underwriting as agreed upon between INTAC and the underwriter selected by
INTAC.  If the total amount of
securities, including Registrable Securities, requested to be included in such offering
exceeds the amount of securities that the underwriters reasonably believe
compatible with the success of the offering, then INTAC shall be required to
include in the offering only that number of shares, including Registrable
Securities, that the underwriters believe will not jeopardize the success of
the offering (the securities so included to be apportioned pro rata among the
Holder and any other selling shareholders according to the total amount of
securities entitled to be included therein owned by each selling shareholder
and Holder or in such other portions as shall mutually be agreed by such Holder
and any other selling shareholders).


 


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6.                                       Indemnification.  In the event any Registrable Securities are
included in a registration statement under this Agreement, to the extent
permitted by law, Holder will indemnify and hold harmless INTAC, each of its
directors, each of its officers who have signed the registration statement,
each person, if any, who controls INTAC within the meaning of the Act, any
underwriter and any other selling shareholder in such registration statement,
or any of its directors, officers or any person which controls any such selling
shareholder against any losses, claims, damages, or liabilities (joint and
several) to which INTAC or any such director, officer, controlling person,
underwriter, or other selling shareholder, director, officer or controlling
person, may become subject, under the Act, the Securities Exchange Act of 1934,
as amended (the 1934 Act”) or other federal, state or foreign law or
regulation, insofar as such losses, claims, damages or liabilities (or actions
in respect thereto) arise out of or are based upon any of the following
statements, omissions or violations (collectively, a “Violation”):


 


(a)                                  any
untrue statement or alleged untrue statement of a material fact with respect to
the Holder or the Registrable Securities contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments of supplements thereto;


 


(b)                                 the
omission or alleged omission to state therein a material fact with respect to
the Holder or the Registrable Securities required to be stated therein, or
necessary to make the statements therein not misleading; or


 


(c)                                  any
violation or alleged violation by the Holder of the Act, the 1934 Act, any
federal, state, or foreign securities laws or any rule or regulation
promulgated under the Act, the 1934 Act or any federal, state, or foreign
securities laws; in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by Holder expressly for use in the connection with such registration;
and Holder will reimburse any legal or other expenses reasonably incurred by
INTAC or any such director, officer, controlling person, underwriter, or other
selling shareholder, director, officer or controlling person, in connection
with investigating or defending such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained herein shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld or delayed.


 


7.             Assignment of Registration Rights.  The rights to cause INTAC to register
Registrable Securities pursuant to this Agreement may not be assigned by Holder
to any transferee or assignee of such securities.


 


8.                                       “MARKET
STANDOFF” AGREEMENT. 
NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, THE HOLDER
HEREBY CONFIRMS AND ACKNOWLEDGES THE CONTRACTUAL RESTRICTION IMPOSED ON HIS
REGISTRABLE SECURITIES AS FOUND IN SECTION 6 OF THE SUBSCRIPTION AGREEMENT.


 


9.                                       Termination
of Rights.  The rights granted under
this Agreement will terminate on September 15, 2005.


 


In witness whereof, the
undersigned have executed, or caused to be executed, this Registration Rights
Agreement as of September 15, 2003.


 


	
  INTAC
  INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Wei Zhou

  	
   

  	
   

  
	
  Wei Zhou, Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  INVESTOR

  	
   

  
	
   

  	
   

  
	
  /s/ Tony
  Brahil

  	
   

  	
   

  
	
  Tony Brahil

  	
   

  
	
  Address:

  	
  Telemaco
  Borba

  Joaquim Tavora 98

  	
   

  
						



 


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