HSW International Inc (HSWI)

(ix)           12,500 shares of Common Stock (the “Stein B Shares”) at the Nine Zero Two Exercise Price;

(x)            50,000 shares of Common Stock (the “Weil A Shares”) at the Fifteen Seventy Five Exercise Price;

(xi)           37,500 shares of Common Stock (the “Weil B Shares”) at the Six Forty Exercise Price; and

(xii)          12,500 shares of Common Stock (the “Weil C Shares”) at the Nine Zero Two Exercise Price.

This warrant is hereinafter referred to as the “Warrant,” and the shares of Common Stock issued or issuable pursuant to the terms hereof are hereinafter sometimes referred to as “Warrant Shares.”

ARTICLE I

CERTAIN DEFINITIONS

For all purposes of this Warrant, unless the context otherwise requires, the following terms shall have the following respective meanings:

“Act”: the federal Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Aggregate Number”: has the meaning set forth in the Preamble.

“Certificate of Incorporation:” the Certificate of Incorporation of the Company, as amended, in effect on the date hereof.

“Common Stock”: the Company’s Common Stock, par value $0.001 per share.

“Closing Prices”: means, for a given trading day:

(a)           If the primary market for the security in question is a national securities exchange registered under the Securities Exchange Act or other market or quotation system in which last sale transactions are reported on a contemporaneous basis, the last reported sales price, regular way, of such security for such day, or, if there has not been a sale on such trading day, the highest closing or last bid quotation therefor on such trading day (excluding, in any case, any price that is not the result of bona fide arm’s length trading); or

(b)           If the primary market for such security is not an exchange or quotation system in which last sale transactions are contemporaneously reported, the highest

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closing or last bona fide bid or asked quotation by disinterested Persons in the, over-the-counter market on such trading day as reported by the National Association of Securities Dealers through its Automated Quotation System or its successor or such other generally accepted source of publicly reported bid quotations as the Holder designates.

“Commencement Date”: has the meaning set forth in the Preamble.

“Commission”: the Securities and Exchange Commission, or any other federal agency then administering the Act.

“Company”: has the meaning set forth in the Preamble.

“Exercise Amount”: has the meaning set forth in Section 2.1.

“Expiration Date”: means:

(a)           With respect to the Darnell Shares, the earlier of (i) July 29, 2009 or (ii) 90 days following the termination of J. David Darnell’s employment by the Company;

(b)           With respect to the Botts A Shares, the earlier of (i) November 3, 2011 or (ii) 90 days following the termination of Theodore P. Botts’ membership on the Board of Directors of the Company;

(c)           With respect to the Botts B Shares, the earlier of (i) August 28, 2012 or (ii) 90 days following the termination of Theodore P. Botts’ membership on the Board of Directors of the Company;

(d)           With respect to the Botts C Shares, the earlier of (i) October 1, 2014 or (ii) 90 days following the termination of Theodore P. Botts’ membership on the Board of Directors of the Company;

(e)           With respect to the Jones A Shares, Jones B Shares, Jones C Shares, Stein A Shares, Stein B Shares, Weil A Shares, Weil B Shares or Weil C Shares, 90 days following the date hereof.

“Fair Market Value Per Share”: shall be the “Fair Market Value” of the Common Stock on a per share basis.

“Fair Market Value”: means:

(a)           If the stock is listed on an established stock exchange or exchanges (including for this purpose, the NASDAQ Global Market), the closing sale price of the stock quoted for such date as reported in the transactions index of each such exchange, as published in The Wall Street Journal and determined by the Board of Directors of the Company, or, if no sale price was quoted in any such index for such date, then as of the next preceding date on which such a sale price was quoted; and

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(b)           As to all securities not regularly traded in the securities markets and other property, the fair market value of such securities or property as determined in good faith by the written resolution of the Board of Directors of the Company.

“Person”: any individual, corporation, partnership, trust, unincorporated organization and any government, and any political subdivision, instrumentality or agency thereof.

“Securities Exchange Act”: the federal Securities Exchange Act of 1934, as amended, or any similar federal statute and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Stock Combination”: has the meaning set forth in Section 5.1(a)(iii).

“Stock Dividend”: has the meaning set forth in Section 5.1(a)(i).

“Stock Subdivision”: has the meaning set forth in Section 5.1(a)(ii).

“Subsidiary” means, as to a Person, any corporation, partnership, or other entity of which more than 50% of the outstanding capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership, or other entity is at the time, directly or indirectly, owned by or otherwise controlled by such Person, but in no event shall Subsidiary include HSW International, Inc. or its Subsidiaries.

“Transaction”: has the meaning set forth in Section 5.2.

“Warrant Office”: has the meaning set forth in Section 3.1.

“Warrant Shares”: has the meaning set forth in the Preamble.