Summary of HSW INTERNATIONAL, INC.

Item 5.02(e). Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On August 12, 2008, our Board of Directors adopted the 2008 Executive Compensation Plan. The purpose of the Plan is to promote the interests of our company by motivating our key employees to execute upon and achieve our business plan and retaining key employees.

Under the Plan, a bonus pool has been established, consisting of an aggregate of 30,769 restricted shares of our common stock, 100,000 options to acquire shares of our common stock and $100,000, which is to be used as a tax offset for the equity portion of the Plan. The shares of restricted stock and shares issuable under the options granted under the Plan will be issued out of the shares available under our 2006 Equity Incentive Plan. Six key employees are eligible to participate in the Plan, including our Vice Chairman, Henry Adorno, our President and Chief Operating Officer, Greg Swayne, and our Chief Financial Officer, Shawn Meredith.

The restricted shares and options were issued upon the adoption of the Plan. Assuming the performance criteria are met, the restricted shares and options will vest on and the cash tax offset will be paid on January 31, 2009. There are three performance criteria, which if met will cause 33.4%, 33.3% and 33.3%, respectively, of the bonus pool to vest. The performance criteria are tied to foreign website development, activity and revenue during 2008.

In the event that any participant is not employed on December 31, 2008, due to resignation or termination by us for cause, the portion of the bonus pool allocated to the participant will be forfeited. In the event that any portion of the bonus pool does not vest because of failure to meet the performance criteria, then such portion will be forfeited.