exhibit_10-24.htm


    Exhibit 10.24

        

      *Portions
of this exhibit marked [*] are requested to be treated
confidentially.

       

      CONTENT
LICENSE AGREEMENT

       

              This
CONTENT
LICENSE AGREEMENT (the “Agreement”)
is entered into and effective September 17, 2008 (the “Effective
Date”), by and between World Book, Inc. (“World
Book”), a Delaware corporation with offices at 233 North Michigan Avenue,
Suite 2000, Chicago, IL 60601, and HSW International, Inc. (“HSWI”),
a Delaware corporation with offices at One Capital City Plaza, 3350 Peachtree
Road, Suite 1600, Atlanta, Georgia  30326.

       

              WHEREAS,
World Book owns or licenses certain articles and other materials including,
without limitation, the Reference Content and Images
content.

       

              WHEREAS,
HSWI desires to Display certain Content on the HSWI Websites and World Book
desires to license the Content for this use in accordance with the terms and
conditions set forth herein.

       

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

       

      1.     DEFINITIONS.  Capitalized
terms not otherwise defined herein shall have the meanings specified
below.

       

      1.1 “Acquisition” is defined in
Section 11.8
hereof.

       

      1.2 “Payments/Advances” is defined
in Section
4.1(ii)
hereof.

       

      1.3 “Affiliate” means any
distributor or franchisee of HSWI or any company or other entity worldwide,
including without limitation corporations, partnerships, joint
ventures, and limited liability companies in which HSWI directly or indirectly
holds at least a 19% ownership, equity, control or financial interest and which
HSWI intends to enjoy any of HSWI’s rights hereunder.  A list of
Affiliates as of the Effective Date is attached hereto as Attachment
A.  Attachment A may be
modified from time to time upon notice by HSWI to reflect a revised list of
Affiliates and each modified Attachment A shall be
deemed incorporated herein by reference.

       

      1.4 “Affinity” means the
arrangement of Reference Content and Images into articles about a variety of
subjects as agreed by HSWI and World Book in accordance with this Agreement and
identified in detail in Schedule
A.

       

      1.5 “Article” is defined in Section 2.2(i)
hereof.

       

      1.6 “Buy-Out Fee” is defined in
Section 4.2 hereof.

       

      1.7 “Competitors” is defined in
Section 11.8
hereof.

       

      1.8 “Competitors II” is defined in
Section 2.1(ii)
hereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.9 “Confidential Information”
means any and all trade secrets, proprietary or confidential information of
either party and includes, without limitation: (a) any information, software,
material, data or business, financial, operational, customer, vendor, and other
information disclosed by one party to the other, (b) the terms of this
Agreement, and/or (c) the fact of the existence of this Agreement except as
specifically permitted in Section 7.  Confidential Information will not
include information that the receiving party can prove:  (w) was
already in such party’s possession prior to receipt; (x) was independently
developed by such party; (y) was obtained from a third party who had the right
to disclose such information to such party, and/or (z) was or became generally
available to the public other than as a result of disclosure by such
party.

       

      1.10 “Content” means, collectively:
(a) the Reference Content; (b) Translated Content; (c) any
updates to any of the foregoing provided by World Book; and (d) World Book
Derivatives. The term “Content” shall not include any HSWI
Modifications.

       

      1.11 “Delivery Period” means the
following:

       

      (i)     July 1,
2008 – December 30th, 2009

       

      1.12 “Display” means to use,
publicly display, publicly perform, provide a link to, provide the ability to
download and/or print and otherwise make available on or through web
sites.

       

      1.13 “Effective Date” is defined in
the preamble of this Agreement.

       

      1.14 “Encyclopedia” means a tab
or section of a website: (a) branded with the word “encyclopedia”; or (b) that
consists solely of multiple unrelated Affinities as provided by World Book
hereunder.

       

      1.15 “Excess Royalties” is defined
in Section
4.1(iii)
hereof.

       

      1.16 “Exclusive” shall mean World
Book shall have no further right to grant to third parties the same or any other
licenses to the Content in the Open Free Web and itself retains no such rights
or other licenses.

       

      1.17 “Force Majeure Event” is
defined in Section
11.1
hereof.

       

      1.18 “HSWI Modifications” means
modifications to the Content made by or on behalf of HSWI or its Affiliates in
accordance with this Agreement, except to the extent the HSWI Modifications are
World Book Derivatives.

       

      1.19 “HSWI Websites” means,
collectively, the Chinese language website found at bowenwang.com.cn, and all
other websites (be they Chinese language or non-Chinese language) owned or
controlled by HSWI or its Affiliates whether presently existing or later
developed, and all successor websites to any of the foregoing
websites

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1.20 “Images” means illustrative
materials, including but not limited to charts, graphs, photographs, tables and
renderings wholly owned by World Book and licensed to HSWI.

       

      1.21 “Intellectual Property Rights”
means any and all rights, titles and interests, whether foreign or domestic, in
and to any and all trade secrets, patents, copyrights, service marks,
trademarks, know-how, or similar intellectual property rights, as well as any
and all moral rights, rights of droit moral, rights of privacy, publicity and
similar rights of any type under the laws or regulations of any governmental,
regulatory, or judicial authority, foreign or domestic.

       

      1.22 “Net Revenue” means gross
revenue less costs not to exceed [*] percent ([*]%) of such gross revenue,
including reasonable third-party agency/ third-party advertising sales
commissions and rebates and serving, bad debts and applicable
taxes.

       

      1.23 “Open Free Web” means all
websites (i) through which content can be indexed by Google and/or other
consumer search engines; (ii) through which content is openly accessible by the
public free of charge, and/or (iii) that do not charge a subscription fee or
other fee for access to the content of the website.

       

      1.24 ”Reference Content” means
content created from various World Book digital databases, print products,
outside reference sources or materials acquired by World Book and which shall be
provided in simplified Chinese characters and shall consist of sixteen million
(16,000,000) to [*] ([*]) Chinese characters.

       

      1.25 “Royalties” means fees payable
by HSWI to World Book and calculated on the basis set forth in Section 4.1
hereof.

       

      1.26 “Significant Breach” means an
uncured breach (pursuant to the cure provisions of Section 6.2(i)) by HSWI of one or more of the
following:

       

      (i)     HSWI
brands the Affinities with the word “Encyclopedia” and/or Displays the
Affinities or the underlying Reference Content and/or Images as an Encyclopedia
in breach of Section 2.2(iii);

       

      (ii)     HSWI
uses or Displays the World Book Brand to promote the Content in violation of
Section 7.4;

       

      (iii)     HSWI assigns
this Agreement to a Competitor (as defined in Section 11.8) of
World Book in violation of Section 11.8;
and/or

       

      (iv)     HSWI fails to
make payments as required by Section
4.

       

      1.27 “Translated Content” means
non-Chinese versions of the Affinities and/or the Reference Content, created
pursuant to Section 2.3.

       

      [*] Confidential treatment
requested; certain information omitted and filed separately with the
SEC.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.28 “Updating Services” means that
upon World Book’s update to or maintenance of the World Book Online Reference
Center or the Reference Content, World Book will provide notice, a reference to
the affected Articles, and the actual content of the update to HSWI so that HSWI
can update and maintain the factual data in the Affinities.  Such
services shall be of the scope and nature with which World Book updates and
maintains its content in the normal course of its own updating and maintenance
process.

       

      1.29 “World Book Brand” is defined
in Section
7.4
hereof.

       

      1.30 “World Book Derivatives” means
any modifications, updates or other derivative works to the Content based on
other Content provided by World Book regardless of who performs such
modifications, updates or other derivative works.

       

      1.31 “World Book Online Reference
Center” means World Book’s online product found at
www.worldbookonline.com or any successor URL thereto.

       

      2. LICENSE
GRANT.

       

      2.1 License
Grant and Restrictions.

       

      (i) License
Grant.  Subject to the terms and conditions set forth herein,
World Book hereby grants to HSWI, a perpetual, irrevocable limited license to
use, copy, store, archive, distribute, transmit, modify (subject to Section 2.1(iv)), and Display
the Content, Images and Affinities in whole or in part, only on the HSWI
Websites or in promotions in any media for the HSWI Websites.  The
license to each component of the Content, Images and Affinities shall be subject
to the term and exclusivity provisions set forth in this Section 2.  The
license to each component of the Content, Images and Affinities shall be
supplemented by any additional license rights in this Section 2, and in the event
of any conflict with this Section 2.1 such other
additional license rights in this Section 2 shall
prevail.  

       

      (ii) Right to
Sublicense.  World Book further grants HSWI the right to
sub-license the Content, Images and Affinities to users of the HSWI Websites to
view, to store, and to make reasonable copies of the Content, Images and
Affinities to use such Content, Images and Affinities for non-commercial,
private purposes, provided that HSWI sets forth the limited terms of such
sublicense in writing in the HSWI Websites’ terms and conditions.  In
addition, World Book grants HSWI the right to sub-license the Content for
business development purposes, with no more than [*] ([*]%) of the Content being
licensed to any single third party, and in limited, non-material usage in other
mediums for promotional or public relations purposes.  HSWI may not
sublicense the Content, Images or
Affinities to any paid-subscription website which is an aggregator of
third-party content (for the avoidance of doubt, such shall not include the


       

      
        [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

      

      HSWI
Websites).  Notwithstanding anything to the contrary herein, attached
as Attachment B
is a list of companies (the “Competitors II”) which are competitors
with World Book and to whom sublicense may be made only with prior written
consent of World Book, which World Book may withhold at its sole
discretion.  The Competitors II may be modified from time to time by
notice to and approval of the other party, not to be unreasonably
withheld.  HSWI shall provide World Book on or before June 30th and
December 31st of each year with a list of third parties to whom sublicense
hereunder has been made during such semiannum.

       

      (iii) No Other
Rights.  Except as set forth herein, HSWI has no other right to
sublicense the Content except with the advance written consent of World
Book.  World Book retains all rights not specifically granted
herein.

       

      (iv) Restrictions.  The
Content and Images shall be available to Display on the HSWI Websites as one or
more individual articles, via commercially available browsers using personal
computers, mobile devices, kiosks, or other equipment.  HSWI may
modify the Content, including using excerpts, for purposes of exercising its
rights under this Agreement, including without limitation, to fit the format and
the look-and-feel of the HSWI Websites, for promotion of the Content or HSWI
Websites, for allowing third parties to sponsor certain Content, and to include
links in the Content to HSWI Websites or third party websites; provided,
however, HSWI may not edit, modify, or create derivative works from the Content
for purposes of changing the substantive information contained in the Content,
except (i) as otherwise approved by World Book in writing; or (ii) as otherwise
expressly provided in this Agreement.  HSWI may not Display the
Content or Images on any website which is pornographic.  HSWI may not
translate the Content provided by World Book hereunder except as set forth in
Section 2.3 or for purposes of performing updates.

       

      (v) Third Party Service Provider
Rights.  HSWI may permit third party suppliers of services and
facilities (including, without limitation, agents, consultants, host providers,
data centers, outsource service providers, disaster backup and recovery service
providers) to use the Content, Images and Affinities under the terms of this
Agreement in support of HSWI exercising its rights under this
Agreement.  HSWI also may designate one or more third party suppliers
of services as HSWI’s agent for the administration of this Agreement and the
receipt of services under this Agreement from World Book.

       

      (vi) Affiliate Rights. All
rights granted to HSWI under this Agreement may be exercised by or through HSWI
and/or its Affiliates.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.2 Affinities.

       

      (i) Creation.  World
Book shall create and deliver the Affinities in the Delivery
Period.  The Affinities will be organized into stand-alone articles
around specific topics (each, an “Article”) according to the
taxonomy set forth in Schedule
A.  Any given Affinity will consist of multiple Articles in the
same subject area (i.e., history or life sciences).  There shall be at
least one Article for each of those topics identified in Schedule
B.  World Book shall create the Affinities based on Reference
Content and other content owned or licensed by World Book, including without
limitation, various World Book digital databases, print products, outside
reference sources or materials acquired by World Book.  World Book
will make reasonable efforts to cross check the Reference Content against other
World Book products for factual accuracy.  World Book will create the
Affinities according to the guidelines and instructions provided by HSWI from
time to time, and agreed to by World Book whose consent shall not be
unreasonably withheld, and according to the high quality standards for
commercially published works, but in no event less than the standards of World
Book for its own published works.  If an Affinity does not meet the
requirements set forth herein, World Book will promptly revise the Affinity to
meet such.  The total amount of material World Book makes available
for all Affinities shall be no less than sixteen million (16,000,000) Chinese
characters.  Additionally, the Affinities shall collectively contain
at least sixteen thousand (16,000) Articles written in simplified Chinese
characters, with an average and median number of words per Article of no less
than one thousand (1,000) simplified Chinese characters.

       

      (ii) Delivery.  World
Book will deliver at least [*] percent ([*]%) of the Articles in the Affinities
on or before [*], and at least [*] percent ([*]%) on or before the
[*].  World Book will deliver the Affinities according to the
following schedule.

       

      
      

       

      
        	 	
                Date
      for Delivery

              	
                 Affinities
      for Delivery

              
	 	 	a)           [*]
	 	Prior
      to [*]	b)           [*]
	 	 	c)           [*]
	 	 	a)           [*]
	 	 	b)           [*]
	 	
                Prior
      to [*]

              	c)           [*]
	 	 	d)           [*]
	 	 	e)           [*]
	 	 	
                
                  
                    f)           
      [*]

                  

                

              


      

       

       

      [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      The
format and media for the delivery of the Affinities, such as FTP or other
mutually-agreeable method, and the XML schema and applicable metadata
requirements are set forth in Schedule
C.

       

      (iii) Scope of License for
Affinity & Content Included in Affinity.  Subject to the
terms and conditions of this Agreement, World Book grants HSWI the right to use,
copy, store, archive, distribute, transmit, modify, translate (subject to Section 2.3), and
Display the Content that comprises the Affinities as part of the Affinities, and
the Affinities themselves, in any manner and in any digital media (and to
sublicense such rights to third parties), provided that HSWI does not resell all
or license substantially all of the Content for a fee to other content
publishers.  The term of the license for the Content delivered to HSWI
as part of the Affinities, and the Affinities themselves, shall be perpetual,
Exclusive, and irrevocable.  World Book shall have no right to allow
any party other than HSWI, including World Book, to publish, distribute,
duplicate, or otherwise use the Reference Content that comprises the Affinities
on the Open Free Web for purposes of creating any materials that are the same or
similar to the Affinities and published online or in any other free digital
media.  World Book shall have no right to use the Reference Content
that comprises the Affinities on the Open Free Web except for purposes of
performing its obligations to HSWI under this Agreement.  HSWI may not
brand the Affinities with the word “Encyclopedia.”  Notwithstanding
anything to the contrary in this Agreement, the Affinities or the underlying
Reference Content and/or Images may not be Displayed as an
Encyclopedia.  World Book shall not license to any third parties or
otherwise use the Content as Affinities in any digital form during the term of
the license.

       

      (iv) Scope of License for Images
Included in Affinity.  World Book grants HSWI the right to use,
copy, store, archive, distribute, transmit, modify, translate (subject to Section 2.3), and
Display the Images as part of the Affinity.  The term of the license
for the Images delivered to HSWI as part of the Affinity, shall be perpetual and
irrevocable.  [*] ([*]) of the Images shall be Exclusive for the Open
Free Web.

       

      [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.3 Translated
Content.

       

      (i) Right to Create Translated
Content.  Where rights permit, HSWI shall have the right to
translate the Affinities for Display on the Open Free Web on HSWI Websites. HSWI
shall, promptly after creating such Translated Content, provide World Book with
a copy of the Translated Content in a format and manner acceptable to the
parties.  HSWI shall advise World Book that it desires to translate
the Affinities prior to commencing such translation and World Book shall notify
HSWI if World Book does not hold the rights necessary to allow HSWI to translate
any Articles or portions thereof.  HSWI may not Display the Translated
Content as an Encyclopedia, and may not translate any Affinity for which a same
subject-matter Affinity has not been previously licensed by HowStuffWorks,
Inc.  Additionally, if HSWI translates any of the Affinities into
English, HSWI’s sole rights to publish such English Translated Content shall be
as a translation on those foreign language HSWI Websites which are not intended
for English-language audiences.  Notwithstanding the foregoing, HSWI
may not translate any Affinity into English for which a same subject Affinity
has not been previously licensed by World Book to HowStuffWorks,
Inc.

       

      (ii) Scope of
License.  The term of the license for Translated Content shall
be for a term of [*] ([*]) years from the time such Translated Content is first
Displayed on an HSWI Website.  In addition, such license for
Translated Content shall be Exclusive for Display on the Open Free
Web.  At the end of such [*] ([*]) year period, HSWI shall have the
right to renew the Agreement under materially the same terms or shall have an
option to purchase the Translated Content outright to the extent rights permit
and to the extent the parties mutually agree to terms for such
sale.

       

      2.4 Non-Display.  HSWI
may, in its sole discretion, decide not to Display Content obtained from World
Book.  If HSWI elects in a written notice to World Book that HSWI will
not Display any such Content, notwithstanding anything to the contrary herein,
the license to such Content shall be non-Exclusive.

       

      2.5 Exclusivity.  Commencing
on the Effective Date and continuing for eighteen (18) months, World Book shall
work exclusively with HSWI to publish Chinese language Content for the Open Free
Web and shall not itself, directly or indirectly, publish Chinese language
Content for the Open Free Web.  For purposes of clarity, and except as
otherwise set forth herein, World Book maintains the right to continue to
publish Content and Images for its paid-subscription websites and other existing
or new partner paid-subscription websites, provided that such are not within the
definition of the Open Free Web.  Additionally commencing on the
Effective Date and continuing for eighteen (18) months, World Book shall offer
HSWI a right of first refusal to create any paid-subscription Chinese language
websites, which do not exist as of the date hereof, using the Content on equal
or better terms as agreed to between World Book and a third party.

       

       

      
        [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

      

      2.6 Updating Services.
World Book shall provide Updating Services to HSWI until the later of: (a) such
time as World Book’s cessation of providing Updating Services to HowStuffWorks,
Inc. or its successor, but such Updating Services shall be only for the same
Content under this Agreement for which World Book is obligated to provide
Updating Services to HowStuffWorks, Inc. or its successor; (b) such time as the
Royalties paid in a given year are less than $[*]; or (c) [*] years from the
Effective Date.  World Book shall provide the updates in the manner
and form as set forth in Schedule
D.  HSWI acknowledges that the Updating Services will not be
automated and may require review and editing by HSWI.  Notwithstanding
anything to the contrary, HSWI shall have the right to update the Content,
Affinity and Images to correct errors or alleged errors (including, without
limitation, errors of omission) in such or in response to third party claims
related to the Content, Images or Affinity, and may use World Book content and
data in connection with such updates.  World Book shall provide the
Updating Services in English, and HSWI may translate any such updates into
Chinese only.  Any authored content provided under the Updating
Services, even when translated into Chinese by HSWI, shall be subject to the
license herein for that Content which is being updated, and for the avoidance of
doubt shall not be considered Translated Content.

       

      3. INTELLECTUAL
PROPERTY RIGHTS; OWNERSHIP AND LICENSES.

       

      3.1 World Book’s Ownership
Rights.  World Book shall own all right, title and interest,
including all Intellectual Property Rights, in and to the Content and in all
Intellectual Property Rights in the Content, including, without limitation,
World Book Brands (as defined in Section 7.4) and any
derivative works to any of the foregoing.  HSWI shall have no
proprietary interest in the Content, other than the license rights set forth
herein.

       

      3.2 HSWI’s Ownership
Rights.  HSWI shall own all right, title and interest,
including all Intellectual Property Rights, in and to (i) the HSWI Websites,
their look and feel and the software code or web site infrastructure that it
develops, licenses, or purchases to support Display of the Content; and (ii) the
HSWI Modifications.

       

      3.3 Documents.  Each
party agrees (without further compensation) to execute any applications,
agreements and instruments and to do all other things reasonably requested by
the other party, at the requesting party’s expense (both during and after the
term of this Agreement) in order to vest the rights provided in this
Agreement.

       

      4. PAYMENT.

       

      4.1 Royalties.

       

      (i) Royalty
Rates.  HSWI shall pay to World Book Royalties calculated as a
defined percentage of the Net Revenue received by HSWI from 

       

       

      
        [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.

        
          
            
            

          

          
            
            

            
              

            

          

           

          
            advertising
generated directly from Content by web pages containing Content or any portion
of the Content provided by World Book to HSWI hereunder.  The Royalty
rate shall be [*] percent ([*]%) on the Affinities
and Reference Content; and [*] percent ([*]%) on Translated
Content.


          

        

      

       

      (ii) Payments/Advances.  During
the applicable Contract Period, HSWI shall pay World Book non-refundable
advances towards the Royalties in the amounts set forth below ( “Payments/Advances”):

       

      
        	 	 	
                Due
      Date

              	
                 Amount

              
	 	 	 [*]	
                 $[*]

              
	 	 [*]	 [*]	
                 $[*]

              
	 	 	 [*]	
                 $[*]

              
	 	 	 [*]	
                 $[*]

              
	 	 	 [*]	
                 $[*]

              
	 	 [*]	 [*]	
                 $[*]

              
	 	 	 [*]	
                 $[*]

              
	 	 	 [*]	
                 $[*]

              
	 	 	 TOTAL	
                 $[*]

              


      

       

      World
Book will submit invoices to HSWI for the Payments/Advances at least [*] ([*])
days prior to the due date of such Payment/Advance, with the exception of the
first payment which shall be due [*].  No Royalty payments will be due
until the amount of the Royalties exceed the amount of the Payments/Advances
described above for the development and delivery of the Affinities and Content
licensed hereunder, and then Royalties will only be owed for any Royalties in
excess of the amount of the Payments/Advances, as further detailed in the
following Sub-Section.  If, subsequent to the Effective Date and prior
to the end of 2009, HowStuffWorks, Inc. enters into one or more new agreements
or modifies an existing agreement with World Book to license content with
guaranteed payment obligations in such new agreement or in such modification
totaling at least [*] dollars ($[*]) in additional fees, then each of HSWI’s
[*], and [*], [*] shall be reduced from $[*] to $[*].  Nothing paid in
Contract Period 1 pursuant to the [*], as amended shall be used to calculate
guaranteed payment obligations hereunder.

       

      [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      (iii) Calculation and Payment of
Excess Royalties.  Royalties for Content will be calculated
based on the Royalty rates set forth in Subsection (i) and compared to the
Payments/Advances paid by HSWI during the term of this Agreement.  If
such calculated Royalties exceed all Payments/Advances paid during the term of
this Agreement (“Excess
Royalties”), HSWI
will pay such Excess Royalties within [*] ([*]) days after the end of the
calendar year in which such Excess Royalties were
earned.  Additionally, within [*] ([*]) days after the end of each
calendar year, HSWI will provide to World Book a report of its Royalty
calculations.  If Excess Royalties are earned before all
Payments/Advances have been paid, the Excess Royalties will be deducted from
future Payments/Advances.  In the event that Royalties are [*] than
Payments/Advances, [*].  By way of example, if the calculated
Royalties for 2008 are $[*].  Royalty statements shall be final and
accepted by the parties unless World Book has, in good faith, notified HSWI of
the amount and specific reasons for the dispute within [*] ([*]) days from the date
of the statement. 

       

      4.2 Buy-Out
Option.  HSWI shall have the right at any time following [*] to
pay World Book a single fee (the “Buy-Out Fee”), the payment of
which would eliminate HSWI’s obligation to pay any further Excess
Royalties.  The Buy-Out Fee shall be the [*] of: a) the amount [*], or
b) an amount equal to [*] times the calculated Royalties of the most recent
calendar year.

       

      4.3 Taxes.  To
the extent required, HSWI shall pay all sales, use or similar state or local
taxes in connection with this Agreement, except for employment taxes or taxes
related to World Book’s income.

       

      5. AUDIT.  HSWI
shall maintain complete and accurate records to support and document the
Royalties owed under this Agreement in accordance with generally accepted
accounting principles consistently applied and to document compliance with the
terms of this Agreement.  HSWI shall also provide reasonable
assistance to World Book or its designated agent to conduct audits to confirm
the payments hereunder.  Any such audit will be conducted upon [*]
([*]) days notice and during regular business hours, and shall be at [*]
expense, unless such audit reveals a discrepancy of more than [*] percent ([*]%)
in the total applicable amount reported by HSWI, in which case [*] shall pay
for, or reimburse [*] the cost of, such audit.  Any such audit shall
be conducted by an independent certified public accounting firm which is not
engaged in performing other work for World Book or its affiliates; which agrees
to enter into a confidentiality agreement with HSWI; and which is not
compensated in any manner of contingency arrangements on the basis of its
findings.  HSWI further agrees that until the expiration of [*] ([*])
year after the termination of this Agreement, HSWI will make available upon
written request to World Book or any of its duly authorized representatives,
this Agreement and books, documents, and records of HSWI that are necessary to
verify the nature and extent of the revenue derived by HSWI from advertising
related to the Content hereunder.  No more than [*] audit may be
conducted in any [*] month period, unless the then-most-recent audit reveals a
discrepancy of more than [*] percent ([*]%) in the total applicable amount
reported by HSWI.

       

      [*] Confidential treatment
requested; certain information omitted and filed separately with the SEC.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        6. TERM,
EXTENSION, AND TERMINATION.

      

       

      6.1 Term.

       

      (i) Term of
Agreement.  This Agreement shall commence on the Effective Date
and, except as set forth in Subsection (ii),
continue in full force and effect through the Delivery Period.

       

      (ii) Term of
Licenses.  Notwithstanding Subsection (i),
certain license grants for Content, Images and Affinities extend beyond the
expiration or earlier termination of this Agreement as set forth
herein.  With respect to such Content, Images and Affinities, the
terms and conditions of this Agreement shall continue to apply.

       

      6.2 Termination for Cause or
Bankruptcy.  This Agreement may be terminated by a party in the
event of:

       

      (i) any
material default in, or material breach of, any of the material terms and
conditions of this Agreement by the other party, which default continues in
effect after the defaulting party has been provided with written notice of
default and sixty (60) days to cure such default;

       

      (ii) the
commencement of a voluntary case or other voluntary proceeding seeking
liquidation, reorganization or other relief with respect to the other party of
its debts under any bankruptcy, insolvency, or other similar law now or
hereafter in effect, that authorizes the reorganization or liquidation of such
other party or its debt or the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its
property;

       

      (iii) the
other party’s consent to any such relief or to the appointment of or taking
possession by any such official in an involuntary case or other proceeding
commenced against it; or

       

      (iv) the
other party’s making a general assignment for the benefit of creditors; or the
other party’s being adjudicated insolvent; or the other party taking any
corporate action to authorize any of the foregoing.

       

      6.3 Effect of
Termination.  Upon the expiration or termination of this
Agreement, HSWI shall pay World Book all amounts due and owing up to the date of
termination, within [*] ([*]) days after such expiration or
termination.  In addition, upon the expiration or termination of the
applicable license, HSWI shall cease to Display the applicable Content that is
not licensed under a perpetual license, return or destroy such Content within
[*] ([*]) days after such expiration or termination at the direction of World
Book, and, upon request by World Book, certify completion of the return or
destruction in writing.  There shall be no effect upon the applicable
Content that is licensed under a perpetual license.

       

      [*] Confidential treatment
requested; certain information omitted and filed separately with the SEC.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

      

      6.4 Remedies.  The
termination or expiration of this Agreement for any reason shall not affect
either party’s rights or obligations arising prior to the effective date of such
termination.  For purposes of clarification, upon a Significant Breach
of this Agreement by HSWI which remains uncured, the rights to publicly use the
World Book Brand as set forth in Section 7.4 may be
revoked by World Book.  Notwithstanding anything in this Agreement to
the contrary, the rights and remedies of the parties as set forth in this
Agreement are not exclusive and are in addition to any other rights and remedies
available to it at law or in equity.

       

      6.5 Equitable
Relief.  Each party acknowledges that its breach of certain
provisions of this Agreement would cause irreparable injury to the other party
for which monetary damages may not be an adequate
remedy.  Accordingly, each party will be entitled to seek injunctions
and other equitable remedies in the event of such a breach or threatened breach
by the other party, or to seek specific performance of any provision
hereof.  A party’s right to seek equitable relief shall not limit in
any manner such party’s respective rights to seek other and/or additional
remedies at law or in equity.

       

      7. CONFIDENTIALITY.

       

      7.1 Protection of Confidential
Information.  Solely for the purposes of the use and disclosure
of Confidential Information, each of World Book and HSWI is defined to include
such party’s directors, officers, employees, legal counsel, and consultants,
with a need to know, and who are advised by such party of the confidential
nature of the information or who are required to execute a nondisclosure
agreement with the confidentiality terms at least as restrictive in all material
respects as set forth in this Agreement.  Each party shall maintain
all of the Confidential Information disclosed to it by the other party in strict
confidence and will protect such information with the same degree of care that
each party exercises with its own Confidential Information, but in no event less
than a reasonable degree of care.  Each party may use the Confidential
Information disclosed to it by the other party only to perform its obligations
under this Agreement.  Except
as provided in this Agreement, neither party shall use or disclose any
Confidential Information disclosed to it by the other party without the express
prior written consent of such disclosing party.  Neither party shall
decompile, disassemble, or reverse engineer any Confidential Information
disclosed to such party by the other party, and any information derived in
violation of such covenant shall automatically be deemed Confidential
Information.  All of the Confidential Information, and all copies,
extracts, summaries and other reproductions thereof, shall be and remain the
property of the respective disclosing party.  Upon written request or
upon the expiration of this Agreement, all Confidential Information (and all
copies thereof) will be returned to the party disclosing such or destroyed, with
written certification thereof, except that one archival copy of written material
to be kept confidential and segregated from the parties’ regular files may be
retained by each party’s legal counsel solely for purposes of verifying
compliance with this Agreement.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.2 Disclosures Required by
Law.  If a party is required to disclose Confidential
Information received from the other party, by law or a governmental authority,
including, without limitation, pursuant to a subpoena, court order,
interrogatories, civil investigation demand, or other process, such Confidential
Information may be disclosed, provided that the disclosing party, if permitted:
(a) promptly notifies the other party  of the disclosure requirement;
(b) cooperates with the other party’s efforts to resist or narrow the disclosure
and to obtain an order or other reliable assurance that confidential treatment
will be accorded Confidential Information; and (c) furnishes only Confidential
Information that is legally compelled to be disclosed according to advice of its
legal counsel.

       

      7.3 Disclosures to
Investors.  HSWI may disclose the contents of this Agreement to
promote investment to potential financial investors or institutions, provided
that such parties are subject to a confidentiality agreement at least as
restrictive in all material respects as the confidentiality terms in this
Agreement.

       

      7.4 Use of World Book
Brand.  Except as set forth herein, neither party shall issue
any press releases or public statements concerning this Agreement or the subject
matter herein without the other party’s prior written agreement, except as
required by law.  World Book grants no right to HSWI for the use or
Display of World Book’s brands, logos, service marks, or other trade names or
trademarks of World Book (“World Book Brand”) in any
manner, except as permitted in this Section.  HSWI may not use the
World Book Brand to promote the Content on any of the HSWI Websites to existing
or potential users.  HSWI may use World Book’s name solely to promote
advertising or investment to potential advertising clients or financial
investors or institutions.  Notwithstanding the foregoing, and subject
to the terms and conditions of this Agreement, HSWI may identify the Content on
the HSWI Websites and elsewhere as “From the editors of World Book, Inc.,” in
simplified Chinese language as set forth in Schedule E or such
other credit or credits as the parties hereto may mutually agree in writing,
except for any of that Content which has been modified without the approval of
World Book.  Additionally, World Book agrees to cooperate with HSWI’s
issuing a press release
within one month of entering into this Agreement which identifies HSWI as
receiving exclusive content created by World Book and includes relevant quotes
from World Book executives.  Any press releases issued by HSWI
including the World Book Brand shall be previously approved in writing by World
Book, which consent shall not be unreasonably withheld.

       

      7.5 Required
Disclosures.  Notwithstanding the foregoing, World Book
acknowledges that HSWI is a publicly listed company subject to various
disclosure regulations.  In connection with such, World Book
acknowledges that HSWI may disclose in its regulatory filings, investor
communications, and associated statements the World Book Brand and those aspects
of this Agreement that HSWI reasonably finds are required to be disclosed by law
or regulation.  HSWI will use its commercially reasonable efforts to
consult with World
Book on any such legally required public disclosures of the World Book Brand and
this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.6 The
restrictions on use and disclosure of Confidential Information under this Section 7 shall
remain in effect [*] ([*]) years following disclosure of the Confidential
Information; provided, however, for trade secrets such restrictions shall
continue for so long as such information is deemed a trade secret under
applicable law.

       

      8. REPRESENTATIONS
AND WARRANTIES.

       

      8.1 Mutual
Representations.  Each party represents and warrants to the
other party that:

       

      (i) It is
duly organized and validly existing under the laws of the jurisdiction of its
organization or incorporation and, if relevant under such laws, in good
standing;

       

      (ii) It has
the corporate and/or other legal capacity, authority and power to execute,
deliver, and perform its obligations under this Agreement and any other document
relating hereto to which it is a party, and has taken all necessary action to
authorize such execution, delivery and performance;

       

      (iii) Such
execution, delivery and performance do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to it or any of
its assets or any contractual restriction binding on or affecting it or any of
its assets;

       

      (iv) All
governmental and other authorizations, approvals, consents, notices and filings
that are required to have been obtained or submitted by it with respect to this
Agreement and any other document relating hereto to which it is a party have
been obtained or submitted and are in full force and
effect and all conditions of any such authorizations, approvals, consents,
notices and filings have been complied with;

       

      (v) Its
obligations under this Agreement and any other document relating hereto or
thereto to which it is a party constitute its legal, valid and binding
obligations, enforceable in accordance with their respective terms;

       

      (vi) There
is not pending or, to its knowledge, threatened against it any action, suit or
proceeding at law or in equity or before any court, tribunal, governmental body,
agency or official or any arbitrator that is likely to affect the legality,
validity or enforceability against it of this Agreement or any other document
relating hereto to which it is a party or its ability to perform its obligations
under the same;

       

       

      
        [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

        

      

      (vii) There
is not pending or, to its knowledge, threatened against it any action, suit or
proceeding at law or in equity or before any court, tribunal, governmental body,
agency or official or any arbitrator related to the violation of the
Intellectual Property Rights of a third party related to the subject matter of
this Agreement; and

       

      (viii) It is
not relying upon any representations of the other party other than those
expressly set forth in this Agreement or any other document relating
hereto.

       

      8.2 HSWI’s Representations and
Warranties.  HSWI hereby represents and warrants that it has
all applicable rights in and to the HSWI Websites and the HSWI Websites do not
and will not infringe or misappropriate the Intellectual
Property  Rights of any third persons.

       

      8.3 World Book’s Representations
and Warranties.  World Book hereby represents and warrants
that:

       

      (i) it has
all applicable rights in and to the Content and the Content does not and will
not infringe or misappropriate any Intellectual Property Rights of any third
persons;

       

      (ii) it will
perform all services in a professional, diligent, and workmanlike
manner;

       

      (iii) the
Content will be free from material errors or inaccuracies;

       

      (iv) the
Content will comply with all laws and regulations of the People’s Republic of
China, including without limitation for distribution, publication and
educational use as contemplated herein; and,

       

      (v) the
Content as delivered by World Book is expressly approved by or within the
applicable guidelines of the national government, any ministries, and provincial
governments, as applicable, of the People’s Republic
of China for distribution, publication and education use as contemplated
herein.

       

      
        In the
event of a breach of the foregoing warranties, and without limitation to any
other remedies of HSWI, World Book shall promptly remedy the breach at no
additional cost or expense to HSWI.

         

        8.4 Disclaimer.  EXCEPT
AS SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR
WARRANTIES, INCLUDING, WITHOUT LIMITATION, AS TO THE ACCURACY OR COMPLETENESS OF
THE CONTENT.  TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY
DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE.

         


        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      9. INDEMNIFICATION.

       

      9.1 HSWI  HSWI
hereby agrees to defend, indemnify and hold harmless World Book and its
officers, directors, agents, and employees from all costs, damages, liabilities
and expenses (including reasonable attorneys fees) arising out of: (a) any third
party claim or action alleging that any of the following infringe or
misappropriate the Intellectual Property Rights of a third party: (i) the HSWI
Websites or the HSWI trade dress utilized in the Display of the Content on the
HSWI Websites; (ii) any Translated Content; or (iii) any HSWI Modifications and
any World Book Derivatives independently created by or on behalf of HSWI; and/or
(b) any third party claim or action arising out of HSWI’s material breach of
this Agreement; provided that (i) World Book notifies HSWI promptly in writing
of any such threat, claim, and/or proceedings related thereto; (ii) HSWI is
given the opportunity to assume sole control over the defense and all related
settlement negotiations, except that World Book shall have sole authority over
approval of any settlement that admits fault or liability on the part of World
Book; and, (iii) World Book provides HSWI with all reasonably necessary
assistance, information and authority to perform the foregoing at HSW’s
expense.  Notwithstanding anything to the contrary, the indemnity
under this Section shall not apply to the extent the Content provided by World
Book, or any accurate translation, contributes or results in an infringement or
misappropriation of the Intellectual Property Rights of a third
party.

       

      9.2 World
Book.  World Book hereby agrees to defend, indemnify and hold
harmless HSWI, its Affiliates, and their officers, directors, agents, employees,
advertisers, service providers, end users and related entities from all costs,
damages, liabilities and expenses (including reasonable attorneys fees) arising
out of: (a) any third party claim or action alleging that the Content,
Affinities and Images (excluding any World Book Derivatives independently
created by or on behalf of HSWI) in the manner delivered by World Book or as
contemplated for HSWI’s use hereunder infringes or misappropriates any
Intellectual Property Rights
of any third party; and/or (b) any third party claim or action arising out of
World Book’s material breach of this Agreement; provided that: (i) HSWI notifies
World Book promptly in writing of any such threat, claim, and/or proceedings
related thereto; (ii) World Book is given the opportunity to assume sole control
over the defense and all related settlement negotiations, except that HSWI shall
have sole authority over approval of any settlement that admits fault or
liability on the part of HSWI; and, (iii) HSWI provides World Book with all
reasonably necessary assistance, information and authority to perform the
foregoing at World Book’s expense.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      10. LIMITATIONS
OF LIABILITY.

       

      10.1 EXCEPT
FOR EITHER PARTY’S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER
PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR
ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNT OF THE FEES PAID OR PAYABLE
UNDER THIS AGREEMENT.

       

      10.2 EXCEPT
FOR EITHER PARTY’S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS AND FOR EITHER
PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR
SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST
PROFITS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT,
TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR
OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

       

      11. MISCELLANEOUS
PROVISIONS.

       

      11.1 Force
Majeure.  In the event that either party is unable to perform
any of its obligations under this Agreement or to enjoy any of its benefits
because of any event beyond the control of the affected party including, but not
limited to, natural disaster, acts of God, actions or decrees of governmental
bodies or failure of communication lines (a “Force Majeure Event”), the
party who has been so affected shall promptly give written notice to the other
party and shall use commercially reasonable efforts to resume
performance.  Upon receipt of such notice, all obligations under this
Agreement shall be immediately suspended for the duration of such Force Majeure
Event.

       

      11.2 Notice.  All
notices, demands, requests or other communications required or permitted under
this Agreement will be deemed given when (i) personally delivered; (ii) upon
receipt after being sent by registered U.S. mail, return receipt requested; or
(iii) upon receipt after being sent by commercial overnight carrier service with
tracking capabilities to the address of the party set forth below, or
such
other address as such party last provided to the other party by written
notice.

       

      World
Book, Inc.

      233
North Michigan Avenue

      Suite
2000

      Chicago,
IL 60601

      Attn:
Chief Financial Officer

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      HSW
International, Inc.

      One
Capital City Plaza

      3350
Peachtree Road,

      Suite
1600

      Atlanta,
Georgia  30326

      Attn:
Chief Executive Officer

       

      with a
copy to:

       

      HSW
International, Inc.

      One
Capital City Plaza

      3350
Peachtree Road,

      Suite
1600

      Atlanta,
Georgia  30326

      Attn:
General Counsel

       

      11.3 Waiver.  Failure
to enforce any term of this Agreement at any time for any period shall not be
construed as a waiver of such rights.  No waiver shall be valid
against any party hereto unless made in writing and signed by the party against
whom enforcement of such waiver is sought and then only to the extent expressly
specified therein.

       

      11.4 Amendments.  No
changes or modifications to any provision of this Agreement shall be effective
unless made in writing and signed by both parties.

       

      11.5 Severability.  In
the event any one or more of the provisions of this Agreement shall for any
reason be held to be invalid, illegal or unenforceable, the remaining provisions
of this Agreement shall be unimpaired and the parties will substitute a new
enforceable provision of like economic intent and effect.

       

      11.6 Governing
Law.  This Agreement, the rights and obligations of the parties
hereto, and any claims or disputes thereto, shall be governed by and construed
in accordance with the laws of the State of New York without reference to
conflict of law principles.  Venue for any proceedings not subject to
arbitration under this Agreement shall be in the state and federal courts
located in New York, New York.


       

      11.7 Arbitration.  If
any dispute arises under this Agreement that is not settled promptly in the
ordinary course of business, the Parties shall seek to resolve any such dispute
between them; first, by negotiating promptly with each other in face-to-face
negotiations.  Any controversy or claim arising out of or relating to
the interpretation, enforcement or breach of this Agreement that cannot be
resolved within fifteen (15) business days (or such period as the Parties shall
otherwise agree) through face-to-face negotiations shall be resolved by binding
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.  Arbitration shall be by a single arbitrator
mutually acceptable to the parties
and experienced in the matters at issue and selected by the Parties in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.   If the parties are unable to agree upon a single
arbitrator, each party shall select an arbitrator and the two arbitrators shall
select the third arbitrator.  The arbitration shall only be held in
New York, New York.  The decision of the arbitrator shall be final and
binding and may be enforced in any court having jurisdiction over the subject
matter or either of the Parties, except that each party reserves all rights of
appeal.  The arbitrator(s) shall determine to what extent each of the
Parties shall bear the costs and expenses incurred in connection with any such
arbitration proceeding (including reasonable attorneys’ fees and expenses) on
the basis of the arbitrator’s assessment of the relative merits of the Parties’
positions.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      11.8 Assignment.  Except
as set forth herein, the parties shall not have any right or ability to assign,
transfer, or sublicense any obligations or benefit under this Agreement without
the prior written consent of the other party, which shall not be unreasonably
withheld, except that, upon written notice to the other party, a party (i) may
assign and transfer this Agreement and its rights and obligations hereunder to
any third party who succeeds to substantially all its business, stock, or assets
related to this Agreement, including, without limitation, to a Competitor (as
defined below) (an “Acquisition”); and (ii) may
assign or transfer any rights to receive payments
hereunder.  Notwithstanding the foregoing, attached as Attachment C is a
list of companies (the “Competitors”) to whom
assignment of this Agreement outside of an Acquisition may be made only with
prior written consent of the other party, which the other party may withhold at
its sole discretion.  Such list of Competitors may be modified from
time to time by notice to and approval of the other party, not to be
unreasonably withheld.  In the event of an assignment of this
Agreement in connection with an Acquisition of HSWI by any party other than a
Competitor, notwithstanding anything to the contrary herein, such acquiring
party’s license to the Content shall be expanded, to the extent the licenses are
available, to include also such acquiring party’s paid subscription site(s) (if
any) so long as: (i) such acquiring party’s paid subscription site(s) are
not primarily marketed to the school and/or library market; and (ii) such
Content is not provided to any Competitor or Competitor II; and (iii) the
Royalties shall also be calculated as the applicable defined percentage of the
Net Revenues
received by HSWI from subscription fees generated on the paid-subscription
websites where the Content is Displayed.  In addition, in the event of
an Acquisition of HSWI by a Competitor of World Book, in no event shall the
Content be provided to such Competitor or to any Competitor
II.  Notwithstanding the foregoing, nothing in this Agreement shall be
deemed to prevent an Acquisition of HSWI by any party, including without
limitation a Competitor.

       

      11.9 Additional Actions and
Documents.  Each of the parties hereto hereby agrees to take or
cause to be taken such further actions, to execute, deliver and file or cause to
be executed, delivered and filed such further documents, and will obtain such
consents, as may be necessary or as may be reasonably requested in
order to fully effectuate the purposes, terms and conditions of this
Agreement.  However, in no case will World Book be required to execute
any lien UCC documentation for public filing.

       

      11.10 Headings.  Section
headings contained in this Agreement are inserted for convenience or reference
only, shall not in no way affect the interpretation of any of the provisions
herein.

       

      11.11 Independent
Contractors.  Notwithstanding any provision hereof, for
purposes of this Agreement, each party shall be and act as an independent
contractor and not as a partner, a joint venturer, or an agent of the other
party, and shall not bind nor attempt to bind the other party in any way without
prior written consent.

       

      11.12 Survival.  Sections
1, 2, 3, 4, 6.1(ii), 6.3, 6.4, 6.5, 7, 8, 9, 10 and 11 shall survive the
expiration or termination of this Agreement for any reason.

       

      11.13 Entire
Agreement.  This Agreement, including all Attachments hereto,
constitutes the entire agreement of the parties and supersedes all proposals,
oral or written, all negotiations, conversations, discussions, or agreements
between the parties relating to the subject matter of this Agreement and all
past dealing or industry custom.

       

      [Signatures
Follow On Next Page]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of its
Effective Date.

       

      AGREED:

       

      
        	
                HSW
      International, Inc.

              	 
      	
                WORLD
      BOOK, INC.

              
	 
      	 
      	 
      
	
                By:

              	  /s/ Bradley T. Zimmer    	 
      	
                By:

              	 
      /s/ Donald Keller
	 
      	 
      	 
      	 
      	 
      
	
                Name:

              	 
      Bradley T. Zimmer	 
      	
                Name:

              	 
      Donald Keller
	 
      	 
      	 
      	 
      	 
      
	
                Title:

              	 
      Executive Vice President & General Counsel	 
      	
                Title:

              	 
      VP & CFO
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


      

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      LIST OF
ATTACHMENTS

       

      Attachment
A                                List
of HSWI Affiliates

       

      Attachment
B                                List
of Competitors II

       

      Attachment
C                                List
of Competitors

       

      Schedule
A                                    Taxonomy
Schedule

       

      Schedule
B                                    Article
Schedule

       

      Schedule
C                                    Format
and Delivery Schedule

       

      Schedule
D                                    Updating
Format

       

      Schedule
E                                    World
Book Brand Translation

       


      
        
          
             

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
A

       

      HSWI
AFFILIATES

       

      
        	
                1.  

              	
                HSW
      (HK) Inc. Limited

              


      

      
        	
                2.  

              	
                HSWI
      (HK) Holdings, Ltd.

              


      

      
        	
                3.  

              	
                HSW
      Brasil – Tecnologia e Informacao,
Ltda.

              


      

      
        	
                4.  

              	
                Bowenwang
      Technology (Beijing) Limited Liability
Company

              


      

      
        	
                5.  

              	
                HSW
      (PRC) Co.

              


      

      
        	
                6.  

              	
                BoNet
      (Beijing) Technology Limited

              


      

      
        	
                7.  

              	
                Intac
      International, Inc.

              


      

      
        	
                8.  

              	
                
                  [*]

                

              


      

      
        	
                9.  

              	
                
                  [*]

                

              


      

      
        	
                10.  

              	
                
                  [*]

                

              


      

      
        	
                11.  

              	
                
                  [*]

                

              


      

      


      


      


      [*] Confidential treatment
requested; certain information omitted and filed separately with the
SEC.



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Attachment
B

       

      COMPETITORS
II

              

      
        ·[*]

      

       

      ·[*]

       

      ·[*]

       

      ·[*]

       

      ·[*]

       

      ·[*]

       

      ·[*]

       

      ·[*]

       

      ·[*]

       

      ·[*]

       

      ·[*]

       

      


      [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Attachment
C

       

      COMPETITORS

       

      World Book
Competitors

       

      
        	
                ·  

              	
                [*]

              


      

       

      
        	
                ·  

              	
                [*]

              


      

       

      
        	
                ·  

              	
                [*]

              


      

       

      
        	
                ·  

              	
                [*]

              


      

       

      
        	
                ·  

              	
                [*]

              


      

       

      
        	
                ·  

              	
                [*]

              


      

       

      
        	
                ·  

              	
                [*]

              


      

       

      
        	
                ·  

              	
                [*]

              


      

       

      
        	
                ·  

              	
                [*]

              


      

       

      


      [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
A

       

      AFFINITIES
TAXONOMY

       

      [*]

       

      [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
B

       

      ARTICLES

       

       

       

      The
topics for the Articles include the following, which may be expanded
upon.

       

      [*]

      


       

      [*] Confidential treatment requested; certain information omitted
and filed separately with the SEC.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
C

       

      FORMAT &
DELIVERY

       

      To Be
Determined

       

      
 


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
D

       

      UPDATING
FORMAT

       

      Updating
Services shall be provided in the following or substantially similar format,
e-mailed by World Book to an address or addresses specified by
HSWI.  Data for such will be provided, expressed as [*], in the form
[*], or as World Book [*], in order by World Book [*].

      


      [*]

      [*]

      


      [*]

      


      [*]

      [*]

      


      [*]

      


      [*]

      


      [*]

      


      [*]

      


      


      [*] Confidential treatment
requested; certain information omitted and filed separately with the
SEC.



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
E

       

      WORLD BOOK BRAND
TRANSLATION

       

      


       

      [*]

       

      


      [*] Confidential treatment
requested; certain information omitted and filed separately with the
SEC.