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                                                              Exhibit 4.66

                          FORM OF AMENDED AND RESTATED

                        ELECTRONIC DISTRIBUTION AGREEMENT

This Agreement is amended and restated this 14th day of February, 2003 between
Infomart Limited a company governed by the laws of Canada ("Infomart") and
______________________ (the "Company") a company governed by the laws of Canada
to reflect certain amendments to the agreement entered into by the parties as of
April 30, 2002, such amendments made as of and to take effect on February 14,
2003 as follows:

1.       LICENSE

         (a)      Subject to the terms and conditions contained in this
                  Agreement, Company grants to Infomart a perpetual, world-wide
                  right and license to offer and sublicense all news and
                  editorial materials and photographs contained in all of its
                  publications owned now (the "Publications") (such news and
                  editorial materials and photographs being herein the
                  "Content") in conjunction with present and future digital
                  information storage and retrieval products and services (the
                  "Infomart Services"), including but not limited to: (i)
                  receiving, reproducing, re-marketing, displaying and
                  distributing the Content; (ii) making storage copies of
                  portions of the Content; and (iii) granting to the subscribers
                  of Infomart Services the right to search, display, copy and
                  download all or a part of the Content.

         (b)      For a period of two years beginning on February 14,  2003,
                  Company shall not grant the right and license to offer the
                  news and editorial materials in the Publications in
                  conjunction with present and future digital information
                  storage and retrieval products and services to any third party
                  except to satisfy requirements imposed by membership in the
                  CanWest News Network (formerly the Southam News Network) and
                  Canadian Press. Company represents and warrants that it has
                  not granted any such right or license to any third party in
                  the past except in respect of CanWest News Network and
                  Canadian Press and the right and license granted by Company to
                  Canada.com New Media Inc. dated April 30, 2002 which is a
                  continuation of a prior license to Canada.com New Media Inc.
                  and its predecessors which right and license shall be
                  terminated on February 14, 2003. Notwithstanding the
                  foregoing, the Company may offer the Content directly to
                  subscribers through its own web site.

2.       LICENSE TO COMPANY

Company shall have access to the Infomart Services in respect of the Content and
the news and editorial materials and photographs of the CanWest network of
publications (the "CanWest Content"). Company shall only access the CanWest
Content for the purpose of research by Company and shall not reproduce or
redistribute the CanWest Content in any form. Company shall pay Infomart a
monthly fee to be agreed to by the parties failing which agreement no access to
the CanWest Content will be provided. Access to the Content shall be provided at
no cost.
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3.       CONTENT DELIVERY

Company shall, at its own expense, provide or cause the Publications to provide
the Content to Infomart, in accordance with formatting and the delivery
requirements of Infomart communicated to Company by Infomart from time to time.

4.       CONTENT ENHANCEMENT

         (a)      Upon receipt of the Content in accordance with Section 3,
                  Infomart shall enhance the Content, including indexing,
                  archiving and converting the Content into a form appropriate
                  for on-line use, and will charge Company hourly fees for this
                  enhancement as provided by written notice to Company from time
                  to time.

         (b)      At the option of the Company, any Content provided to Infomart
                  may be enhanced by the Company in a form acceptable to
                  Infomart, in its reasonable discretion, in which event the
                  provisions of Section 4(a) shall not apply.

5.       ROYALTY PAYMENTS

In consideration of the rights and license granted to Infomart and the other
agreements of the Company hereunder, Infomart shall pay to Company a monthly
royalty payment equal to forty percent (40%) of the revenue Infomart receives
from subscribers (excluding any subscribers who are affiliates of Infomart),
which Infomart attributes to the Content ("Royalty Payment"). In determining the
revenue for the Royalty Payment calculation, Infomart shall: (a) attribute the
revenue in accordance with Infomart's current method of apportionment, which may
change from time to time upon Notice, and shall use all reasonable efforts to
attribute the revenue in an equitable manner so as not to discriminate amongst
providers of content; and (b) deduct from the revenue any administrative fees
charged by Infomart to the subscribers in accordance with its current practices
which maybe changed from time to time upon Notice. Royalty Payments shall be
made monthly within forty-five (45) days of the end of the month in respect of
which the Royalty Payment is calculated.

6.       REPORTS

Within forty-five 45 days of the end of each month Infomart shall deliver to the
Company, together with the Royalty Payment due to the Company for such month, a
report describing the manner in which the Royalty Payment was calculated.

7.       INSPECTION

Company, at its expense, and upon at least thirty (30) days' Notice to Infomart,
shall have the right once in any twelve (12) month period to designate auditors
(the "Auditor"), satisfactory to Infomart acting reasonably, who may examine
Infomart's relevant books and records in order to verify the figures reported in
any monthly report, the manner in which they were calculated and the amounts
owed to Company pursuant to this Agreement. Such books of account and records
will be made available to the Auditor at the place where they are kept in the
ordinary course of business or at a location mutually agreed between the
parties. If, as a result of such examination the Auditor determines that
Infomart misreported any figure or underpaid any amount, Company

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will furnish to Infomart a copy of the report of the Auditor setting forth the
discrepancy showing, in reasonable detail, the basis upon which same was
determined. If Infomart agrees with the report, Infomart will remit to Company a
sum equal to the amount of any underpayment within thirty (30) days after Notice
to Infomart of the discrepancy. If Infomart does not agree with the report and
the parties are unable to agree on a resolution of the dispute within such
thirty (30) day period, the dispute will be referred to an independent auditor
which shall be a partner in an international accounting firm with no recent
connection to the parties as agreed by the parties and failing agreement to an
auditor chosen by a judge of the Ontario Superior Court. If the discrepancy is
greater than five percent (5%) of the total amount reported by Infomart to be
payable to Company for the period examined, then Infomart will reimburse Company
for the reasonable out-of-pocket cost of such examination.

8.       CANCOPY

Subject to the terms of the applicable CANCOPY agreements, Infomart will manage
Company's membership in CANCOPY and any successor entity, including the
negotiation of the terms of membership, participation in licensing agreements
and tariffs. All revenue received by Infomart from CANCOPY in respect of
Company's membership in CANCOPY will be paid to Company in full, together with
copies of all reports and other relevant documentation. Upon not less than
thirty (30) days Notice, Infomart or Company may terminate Infomart's management
of Company's membership in CANCOPY.

9.       RETENTION OF PROPRIETARY RIGHTS

Except as specifically provided in this license, Infomart shall acquire no
right, title or interest in or to any of the Content or any copyrights,
trademarks, service marks, trade secrets, patents or any other intellectual
property or intangible property or proprietary rights of Company by reason of
the license granted to Infomart hereunder, except that Infomart shall have and
retain all right, title and interest in the compilation work resulting from the
selection and arrangement of the Content with third party content.

10.      PROMOTION

Infomart may promote and market the availability of the Content with respect to
the Infomart Services, subject to Company's prior written consent to the
applicable promotion and marketing material, which consent will not be
unreasonably withheld. Company hereby grants to Infomart a worldwide and
non-exclusive license to use the Company's trade-marks, trade names and logos
for the sole purpose of promoting and marketing the Content.

11.      CONFIDENTIALITY

At all times during and after the term of this Agreement, each party will
maintain the confidentiality of any information supplied to it which is
designated as confidential or which by its nature should be considered to be
confidential, including without limitation the terms of this Agreement.

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12.      TERM

This Agreement shall continue until February 14, 2006, unless it is terminated
in accordance with Section 13.

13.      TERMINATION

         (a)      Either party may terminate this Agreement immediately
                  upon Notice to the other party in the event that: the other
                  party breaches or fails to perform in any material respect any
                  of its obligations under this Agreement, and such breach or
                  failure to perform remains unremedied (if capable of being
                  remedied) for a period of thirty (30) days after Notice of
                  such breach or failure has been provided to the other party;
                  or the other party makes a general assignment for the benefit
                  of creditors or a proposal or arrangement under applicable
                  bankruptcy and/or insolvency legislation, a bona fide petition
                  is filed against the other party under applicable bankruptcy
                  and/or insolvency legislation, the other party shall be
                  declared or adjudicated bankrupt, a liquidator, trustee in
                  bankruptcy or any other officer with similar powers shall be
                  appointed of or for the other party or the other party shall
                  commit an act of bankruptcy or shall propose a compromise or
                  arrangement or institute proceedings to be adjudged bankrupt
                  or become insolvent or consent to the institution of such
                  appointment or proceedings.

         (b)      Infomart may terminate this Agreement in respect of a
                  Publication upon thirty (30) days' Notice to Company if the
                  inclusion of and offering of such Publication as part of
                  Infomart's Services would be detrimental to Infomart in the
                  reasonable opinion of Infomart.

         (c)      Infomart may terminate this Agreement upon not less than six
                  (6) months' prior Notice to the Company in the event it
                  determines to discontinue providing the Infomart Services to
                  third parties or to any of the publications of its affiliates.

14.      EFFECT OF TERMINATION OR EXPIRY

Upon termination or expiry of this Agreement, Company or the Publications shall
cease to provide the Content to Infomart. In respect of the Content provided
prior to termination or expiry of this Agreement, Infomart may continue to
exercise the rights and licenses granted herein on a non-exclusive basis and, if
so exercised, shall continue to pay Royalty Payments to Company and deliver to
Company the reports referred to in Section 6.

15.      COMPANY OBLIGATIONS

Company shall ensure that and represents and warrants to Infomart as a
continuing representation and warranty that:

         (a)      the Content does not and will not infringe any intellectual
                  property right of any third party;

         (b)      the Content is not libelous or defamatory;

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         (c)      the exercise by Infomart of the rights granted under this
                  Agreement will not infringe any intellectual property right of
                  any third party or infringe the privacy or publicity rights of
                  any third party; and

         (d)      the Content has been and will be prepared by employees of
                  Company in the course of their employment with Company or by
                  persons who have assigned to Company, in writing, all their
                  right, title and interest in the Content and such employees
                  and persons have waived any and all moral rights in the
                  Content.

16.      INDEMNITY

         (a)      Company will, at its own expense, defend and save harmless
                  Infomart and its affiliates and subsidiaries from and against
                  any claims, demands, actions, causes of action, damage, loss,
                  costs, liability or expense which may be made or brought
                  against Infomart or which Infomart may suffer or incur as a
                  result of or in connection with: (a) any default, breach or
                  alleged default or breach of the Company's obligations,
                  representations, warranties and covenants under this
                  Agreement; or (b) any act or omission on the part of Company.

         (b)      Infomart will, at its own expense, defend and save harmless
                  the Company and its affiliates and subsidiaries from and
                  against any claims, demands, actions, causes of action,
                  damage, loss, costs, liability or expense which may be made or
                  brought against the Company or which the Company may suffer or
                  incur as a result of or in connection with: (a) any default,
                  breach or alleged default or breach of the Infomart's
                  obligations, representations, warranties and covenants under
                  this Agreement; or (b) any act or omission on the part of
                  Infomart.

17.      LIMITATION OF LIABILITY

In no event shall either party be liable to the other for any indirect, special,
punitive, incidental or consequential damages whatsoever (including, without
limitation, damages for loss of business profits, business interruption, loss of
business information, or any other pecuniary loss) arising out of or related to
any breach of this Agreement.

18.      SURVIVAL

Sections 1, 5, 6, 7, 9, 10, 11, 14, 15, 16, 17, 18, 20, 21, 22 and 25 shall
survive termination or expiration of this Agreement for any reason.

19.      RELATIONSHIP OF PARTIES

Nothing in this Agreement shall be construed as creating an employer-employee
relationship, a partnership, agency, franchise or a joint venture between the
parties and neither party shall have the right, power or authority to obligate
or bind the other party in any manner whatsoever without such party's written
consent.

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20.      GOVERNING LAW AND ATTORNMENT

This Agreement shall be governed by the laws of the Province of Ontario and the
federal laws of Canada applicable therein. Subject to Section 21, each of the
parties hereto shall attorn and submit to the exclusive jurisdiction of the
courts of the Province of Ontario.

21.      ARBITRATION

In the event of any dispute, claim, question or disagreement arising out of or
relating to this Agreement ("Dispute"), the parties shall use all reasonable
efforts to settle such Dispute within a period of thirty (30) days of one party
giving Notice of the Dispute to the other. If settlement cannot be reached
within thirty (30) days, or such longer period as the parties may agree, either
party may provide written notice to the other ("Notice to Arbitrate") and such
Dispute shall be finally determined by arbitration from which there shall be no
appeal to be held in accordance with the provisions of the Ontario Arbitration
Act, 1991. The arbitration shall be heard by a single arbitrator agreed to by
the parties and failing such agreement either party may apply to a judge of the
Ontario Superior Court to appoint the arbitrator on behalf of the parties. The
Notice to Arbitrate shall set out a concise description of the Dispute to be
submitted to arbitration and shall be delivered to the other party. The
arbitration, including the rendering of the award or decision, shall take place
in Toronto, Ontario, which shall be the seat of the proceedings. The language to
be used in the arbitration shall be English. Nothing in this Section precludes a
party from seeking interim relief by way of an injunction (mandatory or
otherwise) or other interim equitable relief in the Ontario Superior Court in
connection with this Agreement.

22.      ASSIGNMENT

         (a)      Except with the written consent of the other party, which can
                  be arbitrarily withheld, or as provided in this Section, this
                  Agreement may not be assigned by either party.

         (b)      This Agreement may be assigned by a party to an affiliate of
                  such party provided the assignor shall remain liable for all
                  obligations of the assignee.

         (c)      This Agreement may be assigned by Infomart to any successor to
                  the business of Infomart upon Notice to the Company.

         (d)      This Agreement may be assigned by the Company in connection
                  with an initial public offering transaction including to an
                  income trust or limited partnership upon Notice to Infomart.

23.      CONSTRUCTION AND WAIVER

If for any reason a court of competent jurisdiction finds any provision of this
Agreement, or portion thereof, to be unenforceable, that provision of the
Agreement will be enforced to the maximum extent permissible so as to effect the
intent of the parties, and the remainder of this Agreement will continue in full
force and effect. Failure by either party to enforce any provision of this
Agreement will not be deemed a waiver of future enforcement of that or any other
provision.

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24.      ENTIRE AGREEMENT AND MODIFICATION

This Agreement constitutes the entire agreement between Infomart and Company
with respect to the subject matter hereof and supersedes and terminates any and
all prior agreements or contracts, written or oral, entered into between the
parties relating to the subject matter hereof. Any representations, promises or
conditions in connection therewith not in writing signed by both parties shall
not be binding upon either party.

25.      NOTICE

All notices ("Notices") required or permitted by this Agreement shall be given
in writing and delivered personally or by courier, transmitted by facsimile or
email (with confirmation of receipt) to Infomart at:

                             Andrew Martin, President
                             Infomart Limited
                             c/o CanWest Global Communications Corp.
                             CanWest Publications Inc.
                             1450 Don Mills Road
                             Toronto, Ontario M3B 2X7
                             FAX: 416-350-6066
                             Email: amartin@infomart.ca

                             and to CanWest Global Communications Corp. at:

                             Gary Maavara, Senior Vice-President and
                             Chief Operating Officer CanWest Interactive
                             31st Foor, Toronto-Dominion Centre
                             201 Portage Avenue
                             Winnipeg, Manitoba R3B 3C7
                             FAX: (204) 947-9841
                             Email: gmaavara@canwest.com

                             Richard Leipsic, Vice-President and General Counsel
                             31st Floor, Toronto-Dominion Centre
                             201 Portage Avenue
                             Winnipeg, Manitoba R3B 3C7
                             FAX: (204) 947-9841
                             Email: rleipsic@canwest.com

and to Company at:           Michael Sifton
                             cc. John Leader
                             Osprey Media Group Inc.
                             60 Renfrew Drive, Suite 230
                             Markham, Ontario L3R 0E1
                             FAX: (905) 752-1138

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or to such other address as either party may from time to time designate in
writing. Notices shall be deemed given on the day of actual delivery if
delivered prior to 5 PM and the day after transmission if delivered by facsimile
or email.

26.      SUCCESSORS AND ASSIGNS

This Agreement shall ensure to the benefit of and be binding upon the parties
and their respective successors (including any successor by reason of
amalgamation of any party) and permitted assigns.

                             SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF the parties have executed this Electronic Distribution
Agreement as of the date first written above.

                                      INFOMART LIMITED

                                      By: ___________________________________
                                           Name: Richard M. Leipsic
                                           Title: Director

                                      By: ___________________________________
                                           Name: Pamela A. Harrod
                                           Title: Director

                                      _______________________________________

                                      By: ___________________________________
                                           Name:
                                           Title:

                                      By: ___________________________________
                                           Name:
                                           Title:

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