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CHINESEWORLDNET COM INC | PR Newswire Association LLC | NAI Interactive Limited

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Governing Law: New York     Date: 6/30/2005

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EXHIBIT 4(b) 3


This agreement (the "Agreement") is made as of the 1st day of May, 2004 ("Effective Date") by and between PR Newswire Association LLC , a Delaware limited liability company, with principal offices at 810 Seventh Ave., 35th Floor, New York, NY 10019, USA ("PRN"), and NAI Interactive Limited , a British Columbian corporation, with principal offices at 1199 West Pender Street, Suite 510, Vancouver BC, V6E 2R1, Canada ("Company").

WHEREAS, PRN operates a specialized news and information service, processing and transmitting news releases and other information (the "PRN Daily News File") over electronic communications systems to news media and others throughout the United States and overseas, and

WHEREAS, Company maintains a World Wide Web Site and provides information services via the URL http:// (the "Site") as further described in Exhibit A , and

WHEREAS, Company desires access to certain portions of the PRN Daily News File, namely, the Chinese-language Feed, Traditional version, including news releases and news briefs (the "PRN Content"), to distribute in full text to its users (the "Users");

NOW, THEREFORE, in consideration of premises and conditions herein, the sufficiency and adequacy of which are hereby acknowledged, the parties agree as follows:

1.            Grant of License . Subject to the terms and conditions of this Agreement, PRN hereby grants to Company a non-exclusive, non-transferable, royalty-free license to use the PRN Content, including all information contained therein, during the Term, as follows:


Company may store and make available to Users worldwide the full text of all, or any, news releases contained in the PRN Content received from PRN. Company may elect to omit any news releases considered inappropriate for its Site. News releases may be stored and made available to Users for up to three hundred and sixty five (365) days from the date of receipt from PRN.




Company will not permit Users to redistribute all or any portion of the PRN Content without the prior written approval of PRN.




All presentations of the PRN Content in connection with existing or new services provided by Company which are not described in Exhibit A must be approved in writing in advance by PRN.

2.         Trademark Grant of License . PRN hereby grants a royalty-free, non-exclusive, world-wide license to Company for the use of PRN's trademark and logo, in the form attached hereto as Exhibit B (the "PRN Logo"), solely as authorized under this Agreement.


Terms of Use .






Company shall place the PRN Logo and hyperlink to on the Site in a prominent location acceptable to PRN.






All uses of the PRN Logo as authorized herein shall be submitted to PRN for PRN's prior written approval and may not be used by Company without said approval or after such approval has been withdrawn.




Tarnishment of Image . In no event shall the PRN Logo and/or references to PRN or PRN's services be displayed in any manner or in conjunction with any other material that, in PRN's sole discretion, tarnishes, disparages or is otherwise objectionable to PRN or harms the high quality image of PRN and its services. In the event that PRN notifies Company of an objection under this clause, Company, immediately after receipt of such notification in writing, shall, as directed by PRN, cause such objectionable manner of display to cease or cause such objectionable material to be removed from any locations on which it appears.


3.         Communications .


PRN will provide the PRN Content via FTP or by other means as mutually determined by PRN and Company.




Company will be solely responsible for any computer programming or other preparation necessary to accept the Feed onto the Site and to otherwise sort, select and prepare the contents thereof in suitable form for online retrieval by Users.

4.         Terms of Use .


No textual changes will be made by Company to the PRN Content contained in the Site.




Company will identify each news release from PRN displayed on or stored in its Site as having originated with PRN with an identification tag of "PR Newswire".




All materials provided by PRN and used by Company shall bear a notice of PRN ownership of such information and reservation-of-rights notice, which shall include a prohibition against republication or redistribution.




PRN reserves the right to withhold from the Site any news release if PRN determines in its reasonable discretion to do so, including if PRN is requested to do so by the issuer of a news release.




Upon notice by PRN of a required correction to or withdrawal of a news release, Company will use its best efforts to make the correction before the news release is stored or posted on its Site. If the correction is made after the news release has been posted, the correction must reside and be retrievable with the original version of the release. All withdrawals and corrections will be made promptly upon notification by PRN of such required withdrawal or correction.




Company will provide PRN, free of charge, with all necessary login names and passwords for use by PRN to access the Site for promotional demonstration purposes and for verification of the PRN Content as processed by Company. PRN agrees that it will not redistribute or use the Company login names or passwords for any other purpose than stated in this clause.




Either party may include routine reference to the other in its promotional and other literature provided, however, that substantive claims related to performance and other substantive comments require prior written approval of the other party.

5.         Company Services . Company shall provide the following services to PRN:


Company shall host and maintain a web page on the Site, on which the headlines of all items of PRN Content shall be listed in reverse chronological sequence ("Index Page"). Company shall use best efforts to update and maintain news releases on the Index Page as current as technically possible, collecting the latest headlines from PRN's servers and publishing them on the Index Page in intervals not less than every fifteen (15) minutes. Each headline shall be maintained on the Index Page or on the continuation pages of the Index Page for not less than seven (7) days from date of distribution by PRN, whether all headlines are placed on one page, or on several pages (the Index Page and continuations of the Index Page). Underneath the last headline on each page, a "more" or message with similar meaning, shall indicate the continuation of t

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