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Exhibit 10.7    
    


 
  FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT    
    


        THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT is entered into as of this 23rd day of August, 2007
(this "Amendment"), by and between HSW INTERNATIONAL, INC., a Delaware corporation (the
"Company"), and ASHFORD CAPITAL PARTNERS, L.P.


 
 

Background    
    


        A.    The
parties have entered into that certain Stock Purchase Agreement dated as of January 29, 2007 (the "Purchase Agreement") pursuant to which the Purchaser has
agreed to purchase, and the Company has agreed to sell, shares of Common Stock of Company. 


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


 
 

Agreement    
    


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



        1.     Termination. The references to "August 31, 2007" in Section 8.1(c) and 8.1(d) of the Purchase Agreement is
hereby deleted and references to "October 31, 2007" shall be substituted in lieu thereof. 


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


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


        4.     Assignments. Neither this Amendment nor any of the rights, interests or obligations hereunder may
be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties (and any assignment otherwise shall be void). 



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


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



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


        8.     Governing Law. This Amendment shall be governed by and construed in accordance with the laws of
the State of New York, as applied to contracts made and performed within the State of New York, without regard to principles or rules of conflict of laws to the extent such principles or rules would
require or permit the application of the laws of another jurisdiction. 


 
 

[SIGNATURES CONTAINED ON FOLLOWING PAGE.]    



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



	 	 	The Company:
	

 	
 	
HSW INTERNATIONAL, INC.
	

 	
 	

By:	

/s/  BRADLEY T. ZIMMER      

	 	 	Name: Bradley T. Zimmer

Title: Secretary
	

 	
 	
Purchaser:
	

 	
 	
ASHFORD CAPITAL MANAGEMENT, INC. W/DISCRETION

F/B/O ASHFORD CAPITAL PARTNERS, L.P.
	

 	
 	

By:	

/s/  THEODORE H. ASHFORD, III      

	 	 	Name: Theodore H. Ashford, III

Title: President, Ashford Capital Management, Inc.




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Exhibit 10.7


FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

Background

Agreement

[SIGNATURES CONTAINED ON FOLLOWING PAGE.]