FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

Execution Copy

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of this 29th day of January, 2007 (this "Amendment"), by and among INTAC INTERNATIONAL, INC. , a Nevada corporation ("Company"), HOWSTUFFWORKS, INC. , a Delaware corporation ("HSW"), HSW INTERNATIONAL, INC. , a Delaware corporation and a wholly owned subsidiary of HSW ("Parent"), and HSW INTERNATIONAL MERGER CORPORATION , a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub").

Background

A.                                    The parties have entered into that certain Agreement and Plan of Merger dated as of April 20, 2006 (the "Merger Agreement") pursuant to which, among other things, the parties have agreed to effect the Contribution, the Merger and the Transaction, subject to the terms and conditions thereunder.

B.                                      The parties desire to amend the Merger Agreement as set forth herein.  The Board of Directors of each of the parties hereto has approved this Amendment.

C.                                      On or before the date hereof, Company, Intac International Holdings Limited,  a Hong Kong corporation ("Intac Holdings"), Cyber Proof Investments Ltd., a British Virgin Islands corporation, and Wei Zhou have entered into a Share Purchase Agreement dated as of January 29, 2007 and attached hereto as Exhibit A pursuant to which Cyber Proof Investments Ltd. shall purchase all of the outstanding shares of the Distribution Subsidiaries.

D.                                     Parent, HSW and Wei Zhou have entered into an Amended and Restated Stockholders Agreement, dated as of the date hereof and attached hereto as Exhibit B (the "Amended and Restated Stockholders Agreement"), amending and restating that certain Stockholders Agreement among them dated as of April 20, 2006.

E.                                       That certain Stock Purchase Agreement among Parent, High River Limited Partnership and StuffWorks, LLC, dated as of April 20, 2006 and attached as the original Exhibit C-1 to the Merger Agreement, has been terminated.

F.                                       Parent and DWS Finanz-Service GmbH, on behalf of the sub-fund DWS Invest BRIC Plus of the DWS Invest SICAV, have entered into a First Amendment to Stock Purchase Agreement, dated as of the date hereof and attached hereto as Exhibit C (the "Amendment to Purchase Agreement"), amending that certain Stock Purchase Agreement between them dated as of April 20, 2006.

G.                                      Parent has entered into six additional Stock Purchase Agreements, dated as of the date hereof and attached hereto as Exhibit D , Exhibit E , Exhibit F , Exhibit G , Exhibit H and Exhibit I with the purchasers named therein, the closing of which is an integral part of the Transaction.

H.                                     Parent and Jeffrey Arnold have entered into an Amended and Restated Agreement, dated as of August 23, 2006 and attached hereto as Exhibit J (the "Amended and Restated Consulting Agreement"), amending and restating that certain consulting agreement between them dated as of April 20, 2006.

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.                                        Index of Defined Terms .  The Index of Defined Terms in the Merger Agreement is hereby amended to include the following:

2.                                        Stockholders Agreement .  Exhibit B attached to the Merger Agreement is hereby deleted in its entirety and the Amended and Restated Stockholders Agreement attached hereto as Exhibit B shall be substituted in lieu thereof.  Any and all references in the Merger Agreement to the Stockholders Agreement shall be deemed to be references to the Amended and Restated Stockholders Agreement.

3.                                        Removal of High River Stock Purchase Agreement; Additional Purchase Agreements .

(a)                                   Recital G of the Merger Agreement is hereby deleted in its entirety and the following shall be substituted in lieu thereof:

• • • • "G.                                Parent has entered into six Stock Purchase Agreements, attached hereto as Exhibit C-1 , Exhibit C-2 , Exhibit C-3 , Exhibit C-4 , Exhibit C-5 , Exhibit C-6 and Exhibit C-7 (the "Purchase Agreements"), with the purchasers named therein, the closing of which is an integral part of the Transaction."

(b)                                  Exhibit C-1 attached to the Merger Agreement is hereby removed and deleted from the Merger Agreement in its entirety and the Stock Purchase Agreement attached hereto as Exhibit D shall be substituted in lieu thereof.

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(c)                                   Exhibit C-2 to the Merger Agreement is hereby amended to include the Amendment to Purchase Agreement attached hereto as Exhibit C .

(d)                                  The Stock Purchase Agreement attached hereto as Exhibit E shall be inserted as Exhibit C-3 to the Merger Agreement.

(e)                                   The Stock Purchase Agreement attached hereto as Exhibit F shall be inserted as Exhibit C-4 to the Merger Agreement.

(f)                                     The Stock Purchase Agreement attached hereto as Exhibit G shall be inserted as Exhibit C-5 to the Merger Agreement.

(g)                                  The Stock Purchase Agreement attached hereto as Exhibit H shall be inserted as Exhibit C-6 to the Merger Agreement.

(h)                                  The Stock Purchase Agreement attached hereto as Exhibit I shall be inserted as Exhibit C-7 to the Merger Agreement.

(i)                                      Any and all references in the Merger Agreement to the Purchase Agreements shall be deemed to be references to the Purchase Agreements attached as Exhibit C-1 , Exhibit C-2 , Exhibit C-3 , Exhibit C-4 , Exhibit C-5 , Exhibit C-6 and Exhibit C-7 to the Merger Agreement as hereby amended.

4.                                        Arnold Consulting Agreement .  Exhibit L attached to the Merger Agreement is hereby deleted in its entirety and the Amended and Restated Consulting Agreement attached hereto as Exhibit J shall be substituted in lieu thereof.  Any and all references in the Merger Agreement to the Arnold Consulting Agreement shall be deemed to be references to the Amended and Restated Consulting Agreement.

5.                                        Issuance of Shares to HSW .  Section 1.2 of the Merger Agreement is hereby deleted in its entirety and the following shall be substituted in lieu thereof:

• • • • " 1.2                          Issuance of Shares to HSW.   In exchange for the Contribution, Parent will issue to HSW, as of the Effective Time, (a) that number of shares of Parent Common Stock which will, together with the shares of Parent Common Stock currently held by HSW, equal the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including the shares paid and delivered as the Distribution Acquisition Share Consideration under the Distribution Share Purchase Agreement but other than shares cancelled and retired in accordance with Section 3.1(a)), and (b) a warrant granting to HSW the right to purchase the number of shares of Parent Common Stock equal to the number of shares eligible for purchase under the Company Options assumed by Parent pursuant to Section 3.2 on the same terms and conditions as such Company Options as of the Closing Date, provided, however, that such terms and conditions shall reflect any termination of services or

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• • • • modifications of post-termination exercise periods that occur in connection with or as a result of the Merger."

6.                                        Board of Directors and Officers of the Surviving Corporation .  Exhibit 2.6 attached to the Merger Agreement is hereby deleted in its entirety and the Exhibit 2.6 attached hereto shall be substituted in lieu thereof.

7.                                        Board of Directors and Officers of Parent .  Exhibit 2.7 attached to the Merger Agreement is hereby deleted in its entirety and the Exhibit 2.7 attached hereto shall be substituted in lieu thereof.

8.                                        Merger Consideration .  Subsection (a) of Section 3.1 of the Merger Agreement is hereby deleted in its entirety and the following shall be substituted in lieu thereof:

• • • • "(a)                             Each share of Company Common Stock held in the treasury of Company and each share owned by Merger Sub or Parent immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; provided that it is specifically acknowledged and agreed that the shares paid and delivered as the Distribution Acquisition Share Consideration under the Distribution Share Purchase Agreement shall not be held by the Company and, accordingly, shall not be canceled hereunder;"

9.                                        Distribution Business .  The following shall be inserted as a new Section 5.26 of the Merger Agreement:

• • • • " 5.26                   Distribution Business.   Immediately prior t