-1-

EXHIBIT 4(b) 8



EXCHANGE AGREEMENT ("AGREEMENT")



THIS AGREEMENT is made as of this 1 day of April 2004by and between:



| | CHINESEWORLDNET.COM INC., a company incorporated in
    Cayman Islands and whose registered office is at The Huntlaw Building, Fort
    Street, George Town, P.O. Box 1350 GT, Grand Cayman, Cayman Islands
    (hereinafter referred to as "CWN Inc")
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                       
| | and                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                       
| | MARRICK INVESTMENTS LIMITED, a direct wholly owned
    subsidiary of IT Star Ltd, with registered office at P.O. Box 71, Craigmuir
    Chambers, Road Town, Tortola, British Virgin Islands ("hereafter referred to
    as "Marrick")                 



IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES as follows:



|(A) | Marrick and CWN Inc., as the remaining shareholders of
    Technology City Holdings Ltd., a company incorporated in the British Virgin
    Islands and whose registered office is at P.O. Box 957, Offshore
    Incorporations Centre, Road Town, Tortola, British Virgin Islands (hereafter
    referred to as "TCH"), agrees to restructure remaining assets of TCH into
    CWN Inc's subsidiary Chineseworldnet.com (Hong Kong) Limited.                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The assets of TCH will be transferred including cash in the
    amount of HK$540,000 and website software & equipment with a Net Book Value
    of HK$185,810.54 at Dec 2003, as listed in Schedule A, to
    Chineseworldnet.com (Hong Kong) Ltd.                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(B) | In consideration for the above, CWN Inc. agrees to issue
    shares in CWN Inc. in the amount of 200,000shares at the par value
    of US $0.001 per share, with one vote for each share, to Marrick, or its
    nominated entity. Marrick will nominate its sister company, Datacom Venture
    Limited, with registered address at Pasea Estate, Road Town, Tortola,
    British Virgin Islands, to hold shares. Therefore, CWN Inc. will transfer
    shares to Datacom Venture Limited.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(C) | The date of transfer assets and shares mentioned in (A) and
    (B) shall be April 15th, 2004.                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(D) | This Agreement shall be governed by and construed and
    enforced in accordance with the Laws of Canada.                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(E) | Any dispute, controversy or claim arising out of or in
    relation to this Agreement or the breach, termination or invalidity thereof,
    if the same cannot be settled amicably among the Parties concerned, shall be
    settled by binding arbitration in accordance with the Laws of Canada.                                                                                                                                                                                         



IN WITNESS WHEREOF this Agreement has been executed on the day
and year first above written.

SIGNED by Joe Tai for and on behalf of
ChineseWorldNet.com Inc.



| | /s/ Joe Tai |  | /s/ Karen Kwok     
| | ----------- |  | -------------------
| | Signature   |  | Witness: Karen Kwok



SIGNED by Vincent Cheng for and on behalf of Marrick
Investments Ltd.



| | /s/ Vincent Cheng |  | /s/ Chan Wai     
| | ----------------- |  | -----------------
| | Signature         |  | Witness: Chan Wai







-2-

SCHEDULE A



|LIST OF FIXED ASSET REGISTER - WEBSITE SOFTWARE DEC 2003                                      
|----------------------------------------------------------------------------------------------
|                                                                                              
|Date of Pur                                                                                   
|                                                                                              
|29-Dec-1999                                                                                   
|7-Apr-2000                                                                                    
|7-Aug-2000                                                                                    
|28-Sep-2000                                                                                   
|31-Oct-2000                                                                                   
|7-Dec-2000                                                                                    
|7-Dec-2000                                                                                    
|                                                                                              
|                                                                                              
|                                                                                              
|LIST OF FIXED ASSET REGISTER - EQUIPMENT DEC 2003                                             
|Date of Pur.                                                                                  
|                                                                                              
|15-Dec-1999                                                                                   
|15-Dec-1999                                                                                   
|3-Mar-2000                                                                                    
|17-May-2000                                                                                   
|17-May-2000                                                                                   
|30-Jun-2000                                                                                   
|28-Sep-2000                                                                                   
|30-Sep-2000                                                                                   
|13-Jan-2002                                                                                   
|                                                                                              
|                                                                                              
|***Depreciation has been calculated at the rate of 20% per
    annum on a straight line method