FIRST AMENDMENT TO THE INTAC INTERNATIONAL, INC. RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.14

FIRST AMENDMENT TO THE
INTAC INTERNATIONAL, INC.
RESTRICTED STOCK AWARD AGREEMENT

THIS AMENDMENT to the Intac International, Inc. Restricted Stock Award Agreement effective as of July 29, 2002 (the “Award Agreement”) is effective as of July 28, 2005 between Intac International, Inc. (the “Company”) and J. David Darnell (the “Recipient”).

W I T N E S S E T H:

WHEREAS, effective July 29, 2002 the Company granted to the Recipient the right to receive the Company’s common stock upon the vesting of the restricted shares under the award pursuant to the Award Agreement;

WHEREAS, sixty-six percent (66%) of the restricted shares have previously vested pursuant to the terms of the Award Agreement;

WHEREAS, the remaining thirty-four percent (34%) of the restricted shares are scheduled to vest on July 29, 2005; and

WHEREAS, the Company and the Recipient desire to amend the terms of the Award Agreement to delay the vesting of the remaining thirty-four percent (34%) of the restricted shares.

NOW, THEREFORE, Column 1 and Column 2 of Section 3(a) of the Award Agreement is hereby amended and restated in its entirety to read as follows:

NOW, THEREFORE, be it further provided that, except as provided above, the Award Agreement shall continue to be read in its current state.

IN WITNESS WHEREOF, this First Amendment has been executed on behalf of the Company by its duly authorized officer and the Recipient all as of the day and year first written above.