EX-4.
B-12

    


    CONSULTING
AGREEMENT

    


    THIS
AGREEMENT is effective as of January 1,
2009

    


    BETWEEN

    


    ChineseWorldNet.com
Inc.

    P.O. Box
1350, the Huntlaw Bldg.,

    Fort
Street, George Town

    Grand
Cayman, Cayman Islands

    ("ChineseWorldNet.com")

    


    AND

    


    SILVER
LAKE INVESTMENT PARTNERS, LTD. in B.V.I.

     ("Silver Lake")

    


    WHEREAS
ChineseWorldNet.com and Silver Lake are desirous of setting out the terms and
conditions of their service relationship

    


    NOW
THEREFORE THIS AGREEMENT WITNESSES that the parties agree as
follows:

    


    1.   Services

    


    Silver
Lake offers consulting services to ChineseWorldNet.com related to corporate
development, market development and technical support for the period from
January 1, 2009 to December 31, 2009.

    


    2.   Fees

    


    Silver
Lake charges ChineseWorldNet.com Inc. USD 2,000 per month for the consulting
services to be provided from January 1, 2009 to December 31, 2009, payable on a
quarterly basis.

    


    3.   Responsibilities
of Silver Lake

    


    Silver
Lake's duties under this Agreement are as follows:

    


    
      	
              (iv)

            	
              Silver
      Lake will use its best efforts to provide advice and support to
      ChineseWorldNet.com related to market development, corporate issues,
      business models and technology building during the above said
      period.

            


    

    
      	
              (v)

            	
              Silver
      Lake will keep ChineseWorldNet.com informed as to any problems encountered
      and as to any solutions found for those
  problems.

            


    

    
      	
              (vi)

            	
              Silver
      Lake will keep all the trade information and information obtained during
      the course of consulting ChineseWorldNet.com intact,
      confidential.

            


    

    


    4.   Responsibilities
of ChineseWorldNet.com

    


    ChineseWorldNet.com’s
duties under this Agreement are as follows:

    


    
      	
              (iii)

            	
              ChineseWorldNet.com
      will provide all the necessary information for Silver Lake to perform its
      consulting services and without hiding of any
  information.

            


    

    
      	
              (iv)

            	
              ChineseWorldNet.com
      will pay for all the necessary expenses incurred during the course of
      Silver Lake performing the consulting
services.

            


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    5.   Termination

    


    This
agreement may be terminated by either party with a reasonable notice in advance
and have a mutual consensus of both parties.

    


    6.   Amendment

    


    This
Agreement may be altered, modified or amend by writing, with mutual consensus
from both parties and sign by both parties.

    


    7.   Assignment

    


    Nether
party to this agreement may assign or delegate its duties under this agreement
without the prior written consent of the other.

    


    8.   Entire
Agreement

    


    This
agreement, including all schedules (if any) hereto, constitutes the entire
agreement between the parties relating to this subject matter and supersedes all
prior or simultaneous representations, discussions, negotiations and agreements,
whether written or oral. This agreement may be amended or modified only with
written consent of the parties hereto. No oral waiver, amendment of modification
will be effective under any circumstances whatsoever.

    


    9.   Governing
Law

    


    This
Agreement shall be governed by and construed in accordance with the laws of
Cayman Island.

    


    In
witness of this, the parties have executed this Agreement as of the date first
written above.

    


    By
CHINESEWORLDNET.COM INC.

    


    /s/
Joe Kin Foon Tai

    JOE KIN FOON TAI

    President
and Chief Executive Officer

    


    By
SILVER LAKE INVESTMENTS PARTNERS, LTD.

    


    /s/ Chi
Cheong Kong

    CHI
CHEONG KONG

    Authorized
Signatory


    
      
         


      

      
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