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EXHIBIT 4(b) 3

AGREEMENT

This agreement (the "Agreement") is made as of the 1st day of
May, 2004 ("Effective Date") by and betweenPR 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://www.chineseworldnet.com (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:

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

|A. | Terms of Use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|B. | 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.



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3. Communications.

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

|A. | No textual changes will be made by Company to
    the PRN Content contained in the Site.                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|B. | 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".                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|C. | 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.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|D. | 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.                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|E. | 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|F. | 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.                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|G. | 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:

|A. | 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 the headlines on the next
    continuation page.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|B. | Company shall include on the Site a section which enables Users to enter the
    ticker symbol of any US publicly traded firm into a prominent box which then
    links to a web page or series of web pages ("Stock Quote Pages") upon which
    are displayed the stock price as well as other stock-related information of
    the company associated with the entered ticker symbol. Company shall include
    within the Stock Quote Pages the headlines of all news releases less than
    ninety (90) days old and which contain the same ticker symbol within its
    metadata. Such headlines shall be listed in a section titled "News" or "News
    Releases" or                                                                                                                                                                                                                                                                                              



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|B. | a materially similar designation, and may be commingled with headlines of
    news stories from other sources, all of which have been identified as
    containing material news pertinent to the company associated with the ticker
    symbol.                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                        
|C. | Company shall place a link to the Index Page in a prominent position on the
    home page, and such link shall indicate "News from PR Newswire" or
    materially similar meaning in the Chinese language.                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                        
|D. | Company may selectively include, at Company's discretion, the headlines of
    news releases from PRN Content among the headlines of business and financial
    news stories displayed on the home page of Site, whether in fixed or
    scrolling format, co-mingled with the news stories prepared by Company's own
    editors, or supplied by other news providers.
|   |                                                                                                                                                                                                                                                                                                                                                                        
|E. | With respect to displaying any headline of any item of PRN Content on the
    Site, clicking on a headline shall link to the web page containing the full
    text of the news release or items of PRN Content.                                                                                                                                                        

5. Limitation of Liability.
Because of the volume of copy submitted to PRN, PRN is not responsible for
verifying any facts contained therein. PRN clients are responsible for the
content and accuracy of copy submitted by them. PRN makes no representation or
warranty with respect to, and shall not be responsible or liable for, the
content of the PRN Daily News File, including the PRN Content, or the fact or
timing of its transmission. PRN shall not be liable for any loss or damage,
direct or indirect, resulting from erroneous statements or errors of fact or
omissions or errors in the transmission of the PRN Daily News File, including
the PRN Content. PRN IS NOT WARRANTING OR INSURING THAT THE PRN DAILY NEWS FILE,
INCLUDING THE PRN CONTENT, WILL BE FREE FROM ERRORS, OMISSIONS, INTERRUPTIONS,
DELAYS, LOSSES OR DEFECTS, WHETHER HUMAN OR MECHANICAL. PRN MAKES NO WARRANTIES,
EXPRESS OR IMPLIED, AS TO THE PRN DAILY NEWS FILE, INCLUDING THE PRN CONTENT,
INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. IN NO EVENT WILL PRN BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES.

6. Assignment.
Neither party may assign its rights or delegate its obligations under this
Agreement without the prior written consent of the other party, except PRN may
assign its rights and delegate its obligations hereunder to any parent,
subsidiary or affiliated entity or to any party succeeding to substantially all
of its business interests.

7. Term.

|A. | The term of this Agreement shall be for a
    period of two (2) years commencing as of the Effective Date. The Agreement
    will be extended automatically for one (1) year periods thereafter except
    that, after the initial period, either party may give ninety (90) days
    written notice of termination before the end of the Term. However, PRN shall
    have the right to terminate this Agreement with immediate effect if Company
    fails to make the PRN Content available to its users within three (3) months
    of the Effective Date of this Agreement. Company will notify PRN of the
    expected date of online availability of the PRN Content prior to such date.
    For the purposes hereof, "Term" shall include the initial period and any
    extensions or renewals thereof.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|B. | Notwithstanding the foregoing, PRN shall have
    the right to terminate this Agreement at any time upon thirty (30) days
    prior written notice to Company (i) upon any default by Company or other
    material breach of this Agreement by Company, or (ii) if the ability of PRN
    to provide the PRN Content is substantially impeded by the request, or
    actions, of any federal or state regulatory agency, any national securities
    exchange, or by any professional regulatory organizations such as the
    National Association of Securities Dealers.                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|C. | The licenses granted pursuant to Sections 1 and
    2 shall automatically terminate upon termination or expiration of this
    Agreement, and Company shall immediately cease all use of all information
    provided hereunder, including, without limitation, the PRN Logo, and shall
    immediately remove said information from its web site, provided that in the
    event of expiration of this Agreement or termination other than in
    accordance with 7.B above, such cessation shall be subject to Company's
    right to archive news releases under Section 1.A.                                                                                                                                                                                                                                



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8.        Force Majeure.
Neither party shall be liable for any failure to perform any obligation
hereunder, or from any delay in the performance thereof, due to causes beyond
its control, including industrial disputes of whatever nature, acts of God,
public enemies or of government, failure of telecommunications, system
malfunctions, fire or other casualty.

9.        Notices. All
notices required by this Agreement shall be sent in writing (by certified or
registered mail, Federal Express or other overnight carriers, telex or telegram)
to PRN and the Company at the following addresses:

If to PRN:

PR Newswire Association LLC,

810 Seventh Avenue, 35th Floor

New York, NY 10019

Attention: Joshua B. Cohen,
    Director, Content Licensing & Distribution

With a copy to:

Sherri F. Dratfield, General
    Counsel



If to Company:

NAI Interactive Limited,

1199 West Pender Street, Suite
    510,

Vancouver BC, V6E 2R1, Canada

Attention: Karen Kwok, VP
    Business Development

10.        Governing Law.
This Agreement shall be construed and enforced in accordance with, and the
validity and performance hereof, shall be governed by the law of the State of
New York without regard to conflicts of laws provisions. Any judicial action or
proceeding shall be brought solely in New York County in the state or federal
courts therein and the parties hereby consent to personal jurisdiction therein.

11.        Interpretation.
This Agreement has been executed in English, and the English language version
shall control notwithstanding any translations of this Agreement. All
proceedings related to this Agreement shall be conducted in the English
language.

12.        Severability. If
any part of this Agreement shall be held unenforceable, the remainder of this
Agreement will nevertheless remain in full force and effect.

13.        Entire Agreement.
This Agreement is a complete expression of the intent of the parties and may not
be modified in any way except in writing of later date signed by the parties.
This Agreement may be signed in counterparts.

14.        Language. This
Agreement is in English.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
date first above written.

|                                                       |                                               | NAI Interactive Limited |       |            | PR Newswire Association LLC
|------------------------------------------------------ | --------------------------------------------- | ----------------------- | ----- | ---------- | ---------------------------
|By:                                                    |                                               | /s/ Gilbert Chan        |       | By:        | /s/ Ken Dowell             
|Name:                                                  | Gilbert Chan                                  |                         | Name: | Ken Dowell
|Title: Vice President, Marketing & Project Development | Title: Managing Director - Targeting Services
|Date:                                                  |                                               | May 17, 2004            |       | Date:      | May 20, 2004               



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EXHIBIT A

This section describes how the Feed will be presented and distributed. The
following questions should be used as a guide to explain the service.



How is the news delivered? (i.e.: via Email, Web, Dial-up service, etc.)

FTP



What does the product look like? Screen shot or URL?

http://www.chineseworldnet.com



Is there a limit to the number of PRN releases that may be retrieved by
Users?

no



How much does a subscription cost? Or is the service priced per release?
Free?

free



What are the terms of the User Agreement?

-



What is the target audience? Is this a service for general consumers,
individual investors, or corporations?

Chinese investors in North America



EXHIBIT B



PR NEWSWIRE