Exhibit
      10.2

     

    PIGGYBACK
      REGISTRATION RIGHTS AGREEMENT 

     

    THIS
      PIGGYBACK REGISTRATION RIGHTS AGREEMENT
      (this
“
      Agreement”
      ), dated
      as of ___________, 2007, is entered into by and among ChineseWorldNet.com Inc.,
      a company established under the laws of the Cayman Islands (the “Company”)
      and the
      persons purchasing Common Stock (the “Investors”
and
      each, individually, an “Investor”)
      pursuant to those certain Subscription Agreements by and between the Company
      and
      the investor specified therein (the “Subscription
      Agreements”
and
      each such agreement, a “Subscription
      Agreement”),
      with
      reference to the following facts:

    


    WITNESSETH :

     

    WHEREAS,
      pursuant to the Subscription Agreements, the Investors are purchasing shares
      of
      Common Stock of the Company; 

     

    WHEREAS,
      to
      induce the Investors to enter into the Subscription Agreements, the Company
      has
      agreed to grant to those Investors certain rights regarding registration of
      their respective Purchased Common Stock, as set forth in this Agreement.


     

    WHEREAS,
      all
      capitalized terms used but not defined in this Agreement have the meanings
      ascribed to such terms in the Subscription Agreements;

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual promises and covenants herein
      contained, the Parties agree as follows:

     

    ARTICLE
      1

     DEFINITIONS
      AND OTHER TERMS

    


    Section
      1.01   Definitions.
      As used
      in this Agreement, the following terms shall have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):

     

    “Agreement”
shall
      have the meaning set forth in the preamble. 

     

    “Closing”
shall
      have the meaning set forth in Section 2.06(a) of the Subscription Agreements.
      

     

    “Company”
shall
      have the meaning set forth in the preamble. 

     

    “Exchange
      Act”
shall
      mean the Securities Exchange Act of 1934, as amended. 

     

    “Investors”
shall
      mean the Persons identified in the preamble, and any subsequent holder of Shares
      pursuant to Section 6. 

     

    “Person”
shall
      mean an individual, a partnership, a corporation, an association, a joint stock
      company, a trust, a joint venture, an unincorporated organization, or a
      governmental entity (or any department, agency, or political subdivision
      thereof). 

     

    “register”,
      “registered”,
      and
“registration”
refer
      to a registration effected by preparing and filing a Registration Statement
      in
      compliance with the Securities Act (and any post-effective amendments filed
      or
      required to be filed) and the declaration or ordering of effectiveness of such
      Registration Statement. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Registration
      Expenses”
shall
      mean all expenses incurred by the Company in connection with a registration
      under Section 2 hereof, including, without limitation, all registration and
      filing fees, printing expenses, fees and disbursements of counsel for the
      Company, blue sky fees and expenses and the expense of any special audits
      incident to or required by any such registration (but excluding the compensation
      of regular employees of the Company, which shall be paid in any event by the
      Company). 

     

    “Registration
      Statement”
shall
      mean a Registration Statement filed by the Company with the SEC for a public
      offering and sale of the Company’s securities (other than a Registration
      Statement on Form S-8, Form S-4/F-4, or successor forms, or any Registration
      Statement covering only securities proposed to be issued in exchange for
      securities or assets of another corporation). 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “Selling
      Expenses”
shall
      mean all underwriting discounts and selling commissions applicable to the sale
      of Registrable Securities. 

     

    “Shares”
shall
      mean, with respect to any Investor, the shares of the Purchased Common Stock
      of
      the Company purchased by such Investors pursuant to the Subscription Agreements.
      

     

    “Subscription
      Agreements”
shall
      have the meaning set forth in the preamble. 

     

    Section
      1.02  Certain
      References.
      Unless
      otherwise indicated, references in this Agreement to articles, sections,
      clauses, recitals and exhibits are to the same contained in or attached to
      this
      Agreement.

    


    ARTICLE
      2 

    PIGGYBACK
      REGISTRATIONS

    


    Section
      2.01  Piggyback
      Rights.
       Whenever
      the Company proposes to register any of its common equity securities under
      the
      Securities Act (other than a registration statement on Form S-8 or on Form
      S-4/F-4 or any similar successor forms thereto), whether for its own account
      or
      for the account of one or more stockholders of the Company, and the registration
      form to be used may be used for any registration of the Shares (a “Piggyback
      Registration”),
      the
      Company shall give prompt written notice (in any event within 10 business days
      after its receipt of notice of any exercise of other demand registration rights)
      to all Investors of its intention to effect such a registration and, subject
      to
      Sections 3(b) and 3(c), shall include in such registration all Shares with
      respect to which the Company has received written requests for inclusion therein
      within 15 days after the receipt of the Company’s notice. The Company may
      postpone or withdraw the filing or the effectiveness of a Piggyback Registration
      at any time in its sole discretion. 

    


    Section
      2.02  Priority
      on Primary Registrations.
      If a
      Piggyback Registration is an underwritten primary registration on behalf of
      the
      Company, and the managing underwriters advise the Company in writing that in
      their opinion the number of securities requested to be included in such
      registration exceeds the number which can be sold in such offering and/or that
      the number of Shares proposed to be included in any such registration would
      adversely affect the price per share of the Company’s equity securities to be
      sold in such offering, the Company shall include in such registration (i) first,
      the securities the Company proposes to sell, and (ii) second, the Shares
      requested to be included therein by the Investors and other securities requested
      to be included in such registration pro rata among all the holders of such
      securities on the basis of the number of shares requested to be registered
      by
      such holders or as such holders may otherwise agree.

    


    Section
      2.03  Priority
      on Secondary Registrations.
      If a
      Piggyback Registration is an underwritten secondary registration on behalf
      of a
      holder of the Company’s securities, and the managing underwriters advise the
      Company in writing that in their opinion the number of securities requested
      to
      be included in such registration exceeds the number which can be sold in such
      offering and/or that the number of Shares proposed to be included in any such
      registration would adversely affect the price per share of the Company’s equity
      securities to be sold in such offering, the Company shall include in such
      registration (i) first, the securities the Company proposes to sell, and (ii)
      second the Shares requested to be included therein by the Investors and other
      securities requested to be included in such registration pro rata among all
      the
      holders of such securities on the basis of the number of shares requested to
      be
      registered by such holders or as such holders may otherwise agree. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      2.04  Selection
      of Underwriters.
      If any
      Piggyback Registration is an underwritten primary offering, the Company shall
      have the right to select the managing underwriter or underwriters to administer
      any such offering. 

    


    Section
      2.05  Termination
      of Registration Rights.
      The
      rights of the Investors hereunder shall terminate with respect to each Investor
      at such time as (i) such Investor holds Shares constituting less than two
      percent (2%) of the outstanding stock of the Company or (ii) such Shares may
      be
      sold by such Investor under Rule 144 promulgated under the Securities Act during
      any 90 day period. 

    


    ARTICLE
      3

    UNDERWRITING

    


    Section
      3.01  With
      respect to any registration under this Agreement involving an underwriting
      (which shall be at the sole discretion of the Company), the right of the
      Investors to registration hereunder shall be conditioned upon its participation
      in such underwriting, and the inclusion of all of the Shares in the underwriting
      to the extent provided herein. The Investors shall (together with the Company
      and any other security holder distributing securities through such underwriting)
      enter into an underwriting agreement with the representative of the underwriter
      or underwriters selected for underwriting by the Company, containing customary
      (x) terms of offer and sale of the securities, payment provisions, underwriting
      discounts and commissions; and (y) representations, warranties, covenants and
      indemnities. Notwithstanding any other provision hereof, if the representative
      of the underwriter determines that marketing factors require a “lock-up period,”
the Investors agree not to transfer any of their Shares (other than pursuant
      to
      the Registration Statement for such offering) during the ten (10) day period
      prior to the effective date of the Registration Statement and for such
      additional period as may be required by the underwriters, up to ninety (90)
      days
      after the effectiveness of the Registration Statement. If the Investors
      disapprove of the terms of any such underwriting, they will be forced to
      withdraw therefrom by written notice to the Company and the underwriter. Any
      Shares or other securities excluded or withdrawn from such underwriting shall
      be
      withdrawn from such registration. 

    


    ARTICLE
      4

    EXPENSES
      OF REGISTRATION

    


    Section
      4.01  The
      Registration Expenses of the Company shall be borne by the Company, and the
      registration expenses of each Investor, including each Investor’s attorney’s
      fees, shall be borne by each Investor. All Selling Expenses shall be borne
      by
      the Investors. 

    


    ARTICLE
      5

    INDEMNIFICATION

    


    Section
      5.01  To
      the
      extent permitted by law, each Investor (severally and not jointly) will, if
      Shares held by them are included in the securities as to which registration,
      qualification or compliance is being effected, indemnify the Company, each
      of
      its directors, officers, agents and representatives and each underwriter, if
      any, and each person controlling the Company or such underwriter, against all
      claims, losses, damages and liabilities (or actions in respect thereof) arising
      out of or based on any untrue statement (or alleged untrue statement) of a
      material fact contained in any such Registration Statement, prospectus, offering
      circular or other document made by such Investor, or any omission (or alleged
      omission) to state therein a material fact required to be stated therein or
      necessary to make the statements by such Investor (severally and not jointly)
      therein not misleading, and will reimburse the Company and such directors,
      officers, agents, representatives, underwriters or control persons for any
      legal
      or any other expenses reasonably incurred in connection with investigating
      or
      defending any such claim, loss, damage, liability or action, in each case to
      the
      extent, but only to the extent, that such untrue statement (or alleged untrue
      statement) or omission (or alleged omission) is made in such Registration
      Statement, prospectus, offering circular or other document in reliance upon
      and
      in conformity with written information furnished to the Company by such Investor
      and stated to be specifically for use therein; provided, however, that the
      obligations of each Investor hereunder shall be limited to an amount equal
      to
      the proceeds to such Investor of securities sold in the registration.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      indemnification obligations of the Investors under this Section 5 shall survive
      the termination of this Agreement or the completion of any offering of Shares
      in
      a Registration Statement under this Agreement or otherwise. 

     

    ARTICLE
      6 

    ASSIGNMENT

    


    Section
      6.01  Subject
      to applicable state and federal securities laws and regulations, the rights
      under this Agreement may be assigned by the Investors in the event of a lawful
      transfer or sale by the Investor to a new shareholder; provided
      that
      such
      transferring Investor transfers the entire amount of their respective shares
      of
      Purchase Common Stock purchased pursuant to the Subscription Agreements to
      such
      new shareholder; and, provided
      further that
      such new
      shareholder enters into an agreement to be bound by the terms of this Agreement.
      

     

    ARTICLE
      7

    MISCELLANEOUS
      PROVISIONS

    


    Section
      7.01  No
      Third-Party Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any Person other than
      the
      Parties and their respective successors and permitted assigns.

    


    Section
      7.02  Headings.
      The
      section headings contained in this agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this Agreement.
      

    


    Section
      7.03  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of British Columbia and the laws of Canada, without regard to its
      choice of law principles.

    


    Section
      7.04  Execution
      in Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original and all of which when taken together shall constitute one
      and
      the same agreement.

    


    Section
      7.05  Additional
      Parties.
      Notwithstanding anything to the contrary contained herein, if the Company issues
      additional shares of common equity to a purchaser after the date hereof pursuant
      to the Offering as described in the Subscription Agreements, such purchaser
      may
      become a party to this Agreement, without further action by the Investors
      hereunder or the Company, by executing and delivering a counterpart signature
      page hereto agreeing to be bound by and subject to the terms of this Agreement
      as an Investor hereunder.

    


    Section
      7.06  Amendments
      and Waivers.
      No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by the Company and Investors owning two-thirds
      of
      the Shares. No waiver by any Party or any default, misrepresentation, or breach
      of warranty or covenant hereunder, whether intentional or not, shall be deemed
      to extend to any prior or subsequent default, misrepresentation, or breach
      of
      warranty or covenant hereunder or affect in any way any rights arising by virtue
      of any prior or subsequent such occurrence. No waiver shall be deemed effective
      unless such waiver is in writing and signed by the party whose rights are being
      waived.

    


    Section
      7.07  Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Section
      7.08  Construction.
      Each
      Investor acknowledges and agrees that this Agreement was prepared solely by
      the
      Company on its own behalf, and that each Investor has availed, or had the
      opportunity to avail, him/her/itself of the advice of legal counsel in respect
      hereof. Notwithstanding the foregoing, in the event an ambiguity or question
      of
      intent or interpretation arises, this Agreement shall be construed as if drafted
      jointly by the Parties and no presumption or burden of proof shall arise
      favoring or disfavoring any Party by virtue of the authorship of any of the
      provisions of this Agreement. Any reference to any federal, state, local, or
      foreign statute or law shall be deemed also to refer to all rules and
      regulations promulgated thereunder, unless the context requires otherwise.
      The
      word “including” shall mean including without limitation. The Parties intend
      that each representation, warranty, and covenant contained herein shall have
      independent significance. If any Party has breached any representation,
      warranty, or covenant contained herein in any respect, the fact that there
      exists another representation, warranty, or covenant relating to the same
      subject matter (regardless of the relative levels of specificity) which the
      Party has not breached shall not detract from or mitigate the fact that the
      Party is in breach of the first representation, warranty, or covenant.


    


    Section
      7.09  Specific
      Performance.
      Each of
      the Parties acknowledges and agrees that the other Parties would be damaged
      irreparably in the event any of the provisions of this Agreement are not
      performed in accordance with their specific terms or otherwise are breached.
      Accordingly, each of the Parties agrees that the other Parties shall be entitled
      to an injunction or injunctions to prevent breaches of the provisions of this
      Agreement and to enforce specifically this Agreement and the terms and
      provisions hereof in any action instituted in any court of Canada, the United
      States, Hong Kong or any state or province thereof having jurisdiction over
      the
      Parties and the matter, in addition to any other remedy to which they may be
      entitled, at law or in equity. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed or have caused this Agreement to be executed by
      their respective authorized officers or representatives on the date first above
      written. 


    


    CHINESEWORLDNET.COM
      INC.

    


    
      	
              By:


              
                

              

            	 
	
              Name: 

              
                

              

            	 
	
              Title: 

              
                

              

              
              

            	 
	 	 
	
              INVESTORS: 

            	 
	 	 
	
              By:


              
                

              

            	 
	
              Name: 

              
                

              

            	 
	
              Title: 

              
                

              

            	 
	 	 
	
              By:


              
                

              

            	 
	
              Name: 

              
                

              

            	 
	
              Title: 

              
                

              

            	 
	 	 
	
              By:


              
                

              

            	 
	
              Name: 

              
                

              

            	 
	
              Title: 

              
                

              

            	 
	 	 
	
              By:


              
                

              

            	 
	
              Name: 

              
                

              

            	 
	
              Title: