WEBSITE DEVELOPMENT AND HOSTING AGREEMENT

THIS WEBSITE DEVELOPMENT AND HOSTING AGREEMENT (the "Agreement") is made as of June 1, 2004, by and between Fuzzy Bunny Web Design Ltd., a Canadian corporation ("Provider"), and Portal to China. com, Inc., a Nevada corporation ("Customer").

1. DEFINITIONS.

1.1 "CONTENT" means all text, pictures, sound, graphics, video and other data supplied by Customer to Provider pursuant to Sections 2.1 or 4.1 (c), as such materials may be modified from time to time.

1.2 "DESIGN FEE" means the fees set forth in EXHIBIT A for Website development services provided pursuant to Section 2.

1.3 "DOMAIN NAME" means the domain name specified for the Website by Customer from time to time. The initial Domain Name is specified in EXHIBIT A.

1.4 "INTELLECTUAL PROPERTY RIGHTS" means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, "rental" rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

1.5 "MILESTONE DELIVERY SCHEDULE" means the schedule for development of the Work Product set forth in EXHIBIT A.

1.6 "PROVIDER TOOLS" means any tools, both in object code and source code form, which Provider has already developed or which Provider independently develops or licenses from a third party, excluding any tools which Provider creates pursuant to this Agreement. By way of example, Provider Tools may include, without limitation, toolbars for maneuvering between pages, search engines, Java applets, and Active X controls. All Provider Tools used in the Website shall be set forth in EXHIBIT A.

1.7 "SPECIFICATIONS" means Customer's requirements set forth in Exhibits A and B, as amended or supplemented in accordance with this Agreement.

1.8 "USER CONTENT" means all text, pictures, sound, graphics, video and other data provided by Website users.

1.9 "WEBSITE" means the user interface, functionality and Content made available on pages under the Domain Name.

1.10 "WORK PRODUCT" means all HTML files, Java files, graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form, all documentation and any other deliverable prepared for Customer by Provider in accordance with the terms of this Agreement.

2. WEBSITE DEVELOPMENT.

2.1 DELIVERY OF INITIAL CONTENT. Provider shall source all Content in accordance with the intended purpose, look and feel of the Website, and present same to Customer for approval before incorporating into the Work Product (the "Initial Content"). Customer may provide Content and provide same to Provider as it deems fit, and Provider shall incorporate such Content into the Work Product.

2.2 DEVELOPMENT. Provider shall provide design, programming and other consulting services as specified in EXHIBIT A for the Design Fee set forth therein. Provider will provide the Work Product to Customer in accordance with the Milestone Delivery Schedule. Time is of the essence with respect to the performance of Provider's services hereunder.

2.3 PROJECT LIAISONS. Each party's primary contact for development efforts shall be the project liaisons specified in EXHIBIT A or the person otherwise designated in writing by Customer or Provider, as the case may be.

2.4 PROVIDER TOOLS. If any Provider Tools are incorporated into or are used in conjunction with the Website, or any Provider Tools are used to manipulate Content for distribution on the Website, then Provider hereby grants to Customer a worldwide, non-exclusive, sub license able (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Provider Tools in any media now known or hereafter known. Throughout the term of the Agreement and immediately upon termination, Provider shall provide to Customer the most current copies of any Provider Tools to which Customer has rights pursuant to the foregoing, plus any related documentation.

2.5 SHADOW SITE; ACCEPTANCE. Provider shall make available complete versions of the Work Product on a password protected server (the "Shadow Site") for Customer's review and acceptance. Customer shall have 30 days to review and evaluate the Work Product (the "Acceptance Period") to assess whether it meets the Specifications and meets industry standards for professional, technical and artistic quality. If Customer rejects the Work Product during the Acceptance Period, Customer may, in its sole discretion, elect to: (a) extend the time for Provider to provide revised Work Product for acceptance testing in accordance with this section; (b) revise the Specifications and to negotiate an appropriate reduction in the Design Fee to reflect the revised Specifications; (c) complete the Work Product and deduct the costs of completion from the Design Fee; or (d) terminate this Agreement, in which case Section 6.3 applies.

2.6 SEARCH ENGINE REGISTRATION. When Provider makes the initial final version of the Work Product available to Customer, Provider shall propose to Customer 50 search engines and directories where the Website should be registered. If requested by Customer and at its expense, Provider shall promptly register all Website pages with all (or a designated subset) such sites.

详细内容见附件