EXHIBIT 10.18


 


                        ,
2007


 


HSW
International, Inc.


One Capital City Plaza


3350 Peachtree Road


Suite 1500


Atlanta,
Georgia  30326


 


 


Gentlemen:


 


Reference
is hereby made to (i) that certain Letter Agreement (the “Original Letter
Agreement’), dated as of April 20, 2006, by and between HSW International, Inc.
(the “Corporation”) and HowStuffWorks, Inc. (“HSW”), (ii) that
certain Contribution Agreement, dated as of October 2, 2007, between the
Corporation and HSW regarding the contribution of certain rights and assets in
China and related regions (the “PRC Contribution Agreement”), (iii) that
certain Contribution Agreement, dated as of October 2, 2007, between the
Corporation and HSW regarding the contribution of certain rights and assets in Brazil
(the “Brazil Contribution Agreement” and together with the PRC Contribution
Agreement, the “Contribution Agreements”), and (iv) that certain Update
Agreement, dated as of October 2, 2007, between the Corporation and HSW
(the “Update Agreement”).  The
Corporation and HSW desire to amend and restate the Original Letter Agreement
in its entirety as set forth in this Amended and Restated Letter Agreement.


 


The
Corporation and HSW hereby agree that the Corporation shall have an option to
acquire from HSW the exclusive digital publishing rights for HSW content in
India and Russia on the same terms and conditions that such
rights were granted to the Corporation in respect of China and Brazil under the
Contribution Agreements and Update Agreement (the “India and Russia
Rights”) in accordance with the following:


 


·                  the Corporation will have the right to
exercise such option from and after the date hereof until April 2, 2009
(the “Option Exercise Period”); provided, however, that the
Corporation will not have the right to exercise the option granted hereby at
any time that and for so long as the issuance of securities of the Corporation
in connection with such exercise would result in HSW’s owning, directly or
indirectly, more than fifty percent (50%) of the Corporation’s outstanding
capital stock (the “Option Exercise Restriction”); provided, further,
that the Option Exercise Period shall be extended for the length of any time
period during which the option may not be exercised due to the Option Exercise
Restriction;


 

















 


·                  upon the exercise of such option by the
Corporation, such acquisition of the India and Russia Rights shall be effected
through the formation of a limited partnership or limited liability company
(the “Partnership”) evidenced by a limited partnership agreement or limited
liability company operating agreement, as applicable (the “Partnership
Agreement”), to be entered into among the Corporation, Intac International, Inc.
(“Intac”) and HSW;


 


·                  in connection with the formation of the
Partnership, (i) the Corporation will contribute all of its assets and
will cause Intac to contribute all of its assets to the Partnership and, in
exchange therefor, the Corporation and Intac will receive in the aggregate a
number of units in the Partnership equal to the total number of shares of
common stock of the Corporation then issued and outstanding (the number of
units to be received by each of the Corporation and Intac will be allocated
between the two entities based on the relative fair market value of the assets contributed
to the Partnership), and (ii) HSW will contribute the India and Russia
Rights to the Partnership and, in exchange therefor, HSW will receive 6,000,000
units in the Partnership (the Corporation shall be the general partner, or
managing member, of the Partnership);


 


·                  pursuant to the Partnership Agreement, upon
the issuance of any shares of common stock of the Corporation (including but
not limited to the exercise or settlement of any equity compensation), the
Corporation shall be issued from the Partnership one additional unit for each
share of common stock issued and, in exchange therefor, the Corporation shall
transfer to the Partnership the net proceeds, if any, received by the
Corporation upon the issuance of such shares of common stock.


 


·                  pursuant to the Partnership Agreement, HSW
will have the right, at such times as HSW shall determine, to exchange any or
all of the units held by HSW in the Partnership for shares of common stock of
the Corporation based on a one for one exchange rate;


 


·                  in the event of a stock dividend or
distribution, or any change in the common stock of the Corporation by reason of
any stock dividend or distribution, or any change in the common stock of the
Corporation by reason of any split-up, recapitalization, combination, exchange
of shares or the like, the number of units in the Partnership to be received by
HSW or the exchange rate for the exchange of units in the Partnership held by
HSW, as applicable, shall be appropriately adjusted; and


 


·                  the Partnership Agreement shall provide that
income and loss, as well as distributions of cash, shall be allocated among the
units on a pro rata basis, and the Partnership Agreement shall contain such
other terms and conditions as shall be agreed upon by the Corporation and HSW.


 


This
Amended and Restated Letter Agreement may be executed in one or more
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute one agreement.
Facsimile counterpart signatures to this Amended and Restated Letter Agreement
shall be acceptable and binding.


 

















 


Please
indicate below your agreement with the foregoing.


 


	
   

  	
  Yours truly,

  
	
   

  	
   

  
	
   

  	
  HOWSTUFFWORKS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged and agreed to this                 ,
  day of
                    , 2007.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HSW INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title: