**Exhibit10.14**

 

**FIRST AMENDMENT TO THEINTAC INTERNATIONAL, INC.RESTRICTED STOCK AWARD AGREEMENT**

 

**THIS AMENDMENT** to the IntacInternational, Inc. Restricted Stock Award Agreement effective as of July 29,2002 (the “**Award Agreement**”)is effective as of July 28, 2005 between Intac International, Inc.(the “**Company**”) andJ. David Darnell (the “**Recipient**”).

 

**W I T N E S S E T H:**

 

**WHEREAS**, effective July 29,2002 the Company granted to the Recipient the right to receive the Company’scommon stock upon the vesting of the restricted shares under the award pursuantto the Award Agreement;

 

**WHEREAS**, sixty-six percent(66%) of the restricted shares have previously vested pursuant to the terms ofthe Award Agreement;

 

**WHEREAS**, the remainingthirty-four percent (34%) of the restricted shares are scheduled to vest on July 29,2005; and

 

**WHEREAS**, the Company and theRecipient desire to amend the terms of the Award Agreement to delay the vestingof the remaining thirty-four percent (34%) of the restricted shares.

 

**NOW, THEREFORE**, Column 1 and Column2 of Section 3(a) of the Award Agreement is hereby amended andrestated in its entirety to read as follows:

 

| **Column  1********Measurement Date**     | ** ** | **Column 2********Vested Portion of the Award** | ** ** |
|-------------------------------------------|------------|-------------------------------------------------|------------|
| One year anniversary of the date of grant |       | 33                                              | %          |
| Two year anniversary of the date of grant |       | 33                                              | %          |
| August 15, 2005                      |       | 12                                              | %          |
| August 31, 2005                      |       | 11                                              | %          |
| September 15, 2005                   |       | 11                                              | %          |

 

**NOW, THEREFORE**, be it furtherprovided that, except as provided above, the Award Agreement shall continue tobe read in its current state.

 

**IN WITNESS WHEREOF**, this FirstAmendment has been executed on behalf of the Company by its duly authorizedofficer and the Recipient all as of the day and year first written above.

 
|   | **COMPANY****:**                                    |
|--------|-----------------------------------------------------|
|   |                                                |
|   | **INTAC INTERNATIONAL, INC.,** a Nevada corporation |
|   | ** **                                          |
|   |                                                |
|   | By:                                                 | /s/Wei Zhou |
|   |                                                | Wei Zhou, President and Chief Executive Officer |
|   |                                                |
|   | Address:                                            | Units 3-5 |
|   |                                                | 17/F Clifford Centre 788-784 |
|   |                                                | Cheung Sha Wan Road |
|   |                                                | Kowloon, Hong Kong |
|   |                                                |
|   | **RECIPIENT****:**                                  |
|   |                                                |
|   | By:                                                 | /s/ J. David Darnell |
|   |                                                | J. David Darnell |
|   |                                                |
|   | Address:                                            | 4303 Bretton Bay |
|   |                                                | Dallas, Texas 75287 |
|   |                                                | Telephone No.: (972) 248-0481 |
|        |                                                     |  |  |  |

 

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