EXHIBIT 10.13


 


 


December       , 2007


 


HSW
International, Inc.


One
Capital City Plaza


3350
Peachtree Road, Suite 1500


Atlanta,
Georgia  30326


 


 


                RE:          Trademark License Option


 


Gentlemen:


 


        Reference is hereby made to (i) that
certain Letter Agreement regarding trademark license option (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 Amended and Restated Letter Agreement regarding India and Russia, dated
on or about the date hereof, between the Corporation and HSW (the “India/Russia
Letter 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 as follows:


 


                1.             The Corporation shall have an option to an exclusive
license from HSW for the Chinese and/or Portuguese translations of the
HowStuffWorks name and associated marks for use in digital and/or electronic
medium only in the Territory (as defined in the Contribution Agreements) and
solely in connection with the Contributed Content (as defined in the
Contribution Agreements) in consideration for a licensing fee equal to two percent
(2%) of the Corporation’s net revenue derived from the businesses that use such
marks in the Territory, up to a maximum of $100,000 annually for both of the
Territories, collectively.  In the event
that Corporation exercises the option in this paragraph 1, the parties will
enter into a trademark license agreement containing customary terms, conditions
and limitations, as mutually agreed to by the parties in writing.  The Corporation will have the right to
exercise the option in this paragraph 1 until April 2, 2009.


 


 


 

















 


                2.             The Corporation shall have an option to an exclusive
license from HSW for the translations for the local languages in India
(excluding English) and/or Russian translations of the HowStuffWorks name and
associated marks for use in digital and/or electronic medium only in India
and/or Russia and solely in connection with any content obtained pursuant to
the India/Russia Letter Agreement in consideration for a licensing fee equal to
two percent (2%) of the Corporation’s net revenue derived from the businesses
that use such marks in India and/or Russia, up to a maximum of $100,000
annually for India and Russia, collectively. 
In the event that Corporation exercises the option in this paragraph 2,
the parties will enter into a trademark license agreement containing customary
terms, conditions and limitations, as mutually agreed to by the parties in
writing.  The option in this paragraph 2
may only be exercised at the same time as the exercise, if any, of the option
contemplated by the India/Russia Letter Agreement.


 


This
letter agreement may be executed in one or more counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute one agreement.  Facsimile counterpart signatures to this
letter 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 December, 2007.


 


	
  HSW INTERNATIONAL, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title: