XIN NET CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1.txt
<TEXT>
                                  EXHIBIT 10.1


                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated the 9th day of November, 2002.

BETWEEN:

                  EDWARD KHENG YOONG LEE, of #15 - 2713 East Kent Avenue N.,
                  Vancouver, BC, V5S 3T9, Canada;

                  AND

                  SIDNEY PAK LAI HO, of 2428 McMullen Avenue, Vancouver, BC, V6L
                  2E4, Canada;

                  AND

                  RICKY CHUNG HOU NG, of 2265 Sorrento Drive, Coquitlam, BC, V3K
                  6P4, Canada


                  (collectively, the "Vendors")

AND:
                  XIN NET  CORP.,  a company duly incorporated under the laws of
                  of Florida and having the business office at 950 - 789 West
                  Pender Street, Vancouver, BC, V6C 1H2

                  (the "Purchaser")

AND:
                  WINDSOR EDUCATION ACADEMY INC., a company duly incorporated
                  under the laws of British Columbia and having the business
                  office at 100 - 7900 Alderbridge Way, Richmond, BC, V6X 2A5

                  (the "Company")



WHEREAS:

A.       The Vendors are the registered and beneficial owner of all the issued
         and outstanding shares (collectively, the "Shares") in the capital of
         the Company;

B.       The Vendors agreed to sell and the Purchaser agreed to purchase the
         Shares;

NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by the parties), the parties
covenant and agree as follows:


                                    SECTION 1
                                 INTERPRETATION

1.1      Definitions.
         ------------

(a)  "Business" means the business  currently carried on by the Company which is
     the operation of educational programs to foreign and local students;

<PAGE>

(b)  "Closing"  means the completion of the  transactions  herein on the Closing
     Date and  occurring  at the offices of Fraser and Company,  Barristers  and
     Solicitors,  located at 1200 - 999 West Hastings Street, Vancouver, British
     Columbia V6C 2W2 at 4:00 p.m. Vancouver time;

(c)  "Closing  Date" means  November 30,  2002,  or such later date which may be
     agreed between the parties;

(d)  "Contracts"  means  all of those  agreements,  contracts  and  commitments,
     written or verbal, entered into by the Company that are in effect as of the
     Closing Date;

(e)  "Employees" means any and all present and former employees and staff of the
     Business and the Company;

(f)  "Financial  Statements"  means the  unaudited  financial  statements of the
     Company for the year ended  December  31,  2000,  December 31, 2001 and the
     unaudited  financial  statements  of the  Company  for  the  period  ending
     September 30, 2002,  each  consisting of a balance sheet and a statement of
     operations and deficit, copies of which are attached as Schedule 1.1(f);

(g)  "Premises" means the land and buildings which are currently occupied by the
     Company  and from  which  the  Company  carried  on the  Business,  legally
     described as Lot 39, Section 5, Block 4 North, Range 6 West, Plan 34152;

(h)  "Purchase Price" means the sum described in Section 3.1; and

(i)  "Lease" means the Lease of the Premises between Richmond Holdings Ltd. (the
     "Landlord"), together with all Schedules thereto.


                                    SECTION 2
                                SALE AND PURCHASE

2.1      Sale and Purchase. Subject to the terms and conditions of this
         Agreement and based on the warranties and representations herein
         contained the Vendors agree to sell to the Purchaser, and the Purchaser
         agrees to purchase from the Vendors, the Shares for the Purchase Price.


                                    SECTION 3
                                 PURCHASE PRICE

3.1       Amount  of  Purchase  Price.  The  Purchase  Price  for the  Shares is
          $200,000 in Canadian funds.

3.2       Inclusions  in  the  Purchase  Price.   The  Purchase  Price  includes
          equipment,  fixtures,  Internet  domain of the school,  existing  ELSA
          Contract  between  the  Company and  Settlement  and  Multiculturalism
          Branch, Aboriginal, Immigration and Multiculturalism Service Division,
          Ministry of Community,  Aboriginal and Women's  Services.  A completed
          list of inventory and is attached as Schedule 3.2.

3.3       Payment of Purchase Price.  The Purchase Price is payable as follows:

<PAGE>

         (a)      the sum of Twenty Thousand (CDN$20,000) Dollars (the
                  "Deposit"), which has been paid in trust to Alfred Woo Law
                  Office, Barrister and Solicitor at 627 - 6081 No.3 Road,
                  Richmond, BC, V6Y 2B2, prior to the date hereof;

         (b)      the sum of Forty Thousand (CDN$40,000) Dollars (the
                  "Holdback") will be held in trust by the Purchaser's
                  solicitor, Fraser and Company, Barristers and Solicitors at
                  1200 - 999 West Hastings Street, Vancouver, BC, V6C 2W2, in
                  accordance with Section 3.4 hereof; and

         (c)      the sum of One Hundred and Forty Thousand (CDN$140,000)
                  Dollars to the Vendors which includes the sum of Fourteen
                  Thousand Nine Hundred and Eighty (CDN$14,980) Dollars (the
                  "Finder's Fee") payable to and divided equally between Mr.
                  Henry Tong and Mr. Bill Lee which represents 3.5% commission
                  of the purchase price to each of them and including GST.

3.4      Holdback. The Holdback will be held in trust by the Purchaser's
         solicitor, Fraser and Company, Barristers & Solicitors, in accordance
         with the terms and conditions of this Agreement. Interest on the
         Holdback will accrue to the benefit of the Vendors. The Holdback will
         be released to the Vendors within five business days from the date the
         Company's English Language Service For Adults ("ELSA") application is
         submitted to the government of British Columbia. The Vendors shall
         assist in acquiring approval from the government.

                                    SECTION 4
                         REPRESENTATIONS AND WARRANTIES

4.1       Representations  and  Warranties  of the Vendors.  The Vendors  hereby
          represent  and  warrant,  as of the date  hereof and as of the Closing
          Date, that:

         (a)      the Vendors have full right and authority to enter into this
                  Agreement on the terms and conditions herein set forth and to
                  sell and transfer the legal and beneficial title and ownership
                  of the Shares and the Company and its directors and
                  shareholders have taken all necessary or desirable actions and
                  proceedings to approve and authorize, validly and effectively,
                  the entering into and the execution, delivery and performance
                  of this Agreement and the transactions contemplated hereby;
                  and this Agreement is a legal, valid and binding obligation of
                  the Vendors, enforceable against each of them in accordance
                  with its terms;

         (b)      each of the Vendors is not a non-resident of Canada within
                  the meaning of the Income Tax Act (Canada);

         (c)      the execution, delivery and performance of this Agreement and
                  the completion of the transactions contemplated hereby will:

                  (i)   not constitute a breach by the Vendors of any statute,
                        bylaw or regulation or of the Company's memorandum or
                        articles of association;

                  (ii)  not result in a breach of any terms or provisions, or
                        constitute a default under any agreement, indenture,
                        mortgage, instrument, court order, judgment or decree to
                        which the Vendors or the Company is a party or by which
                        the Vendors or the Company is bound; and

                  (iii) not result in the creation of any lien, encumbrance or
                        other charge on the Shares;

<PAGE>

         (d)      no person, firm or corporation has any agreement or option or
                  a right capable of becoming an agreement for the purchase of
                  the Shares or any other shares in the capital of the Company
                  or any right capable of becoming an agreement for the
                  purchase, subscription or issuance of any of the unissued
                  shares in the capital of the Company, or for the acquisition
                  from the Company of any of its undertaking, property or
                  assets;

         (e)      the authorized capital of the Company consists of One Thousand
                  Two Hundred (1,200) Shares without par value divided into 100
                  Class "A" shares, 100 Class "B" shares and 1,000 Class "C"
                  shares, of which 75 Class "B" Shares (the "Shares") are issued
                  and outstanding;

         (f)      the Shares are duly authorized, validly issued and outstanding
                  as fully paid and non-assessable shares and constitute 100% of
                  all of the issued and outstanding shares in the capital of the
                  Company;

         (g)      the Vendors are the registered and beneficial owner of the
                  Shares have good and marketable title to the Shares and the
                  Shares are free and clear of all liens, claims, charges and
                  encumbrances of every nature and kind whatsoever;

         (h)      the Company is a company duly organized under the laws of the
                  Province of British Columbia, is not a reporting company and
                  is a valid and subsisting company in good standing with the
                  Office of the Registrar of Companies of British Columbia with
                  respect to the filing of annual reports;

         (i)      the Company has the power to own all of its property and
                  assets and to carry on the Business, is duly qualified to
                  carry on the Business and does not carry on Business in any
                  jurisdiction other than the Province of British Columbia;

         (j)      the Company does not have and never has had any subsidiaries,
                  the Company is not a partner or participant in any
                  partnership, joint venture, profit-sharing arrangement or
                  other association of any kind, nor is the Company a party to
                  or bound by any agreement which would restrict or limit its
                  right to carry on any business or activity or to solicit
                  business from any person or in any geographical area or
                  otherwise to conduct the Business as the Company may
                  determine;

         (k)      the Company holds the Lease of the Premises which in good
                  standing and has been complied with fully by all parties
                  thereto;

         (l)      no dividend declared by the Company has remained unpaid;

         (m)      neither the Vendors nor any present or former officer,
                  director, Employee or shareholder of the Company is indebted
                  or under obligation to the Company on any account whatsoever,
                  and the Company will not at Closing be indebted to the
                  Vendors, or any director, officer or Employee of the Company
                  or any affiliate or associate of any of them, on any account
                  whatsoever;

         (n)      there are no liabilities, obligations, commitments or
                  indebtedness of any nature whatsoever (whether accrued,
                  absolute, contingent or otherwise) of the Company which have
                  not been disclosed to the Purchaser and which the Purchaser
                  has not agreed to assume or which the Vendors will not pay
                  subsequent to Closing;

<PAGE>

         (o)      the memorandum and articles of the Company have not been
                  altered since the incorporation of the Company, and the
                  register of members, register of directors, and the minutes of
                  members and directors meetings of the Company contained in the
                  minute book of the Company are accurate and complete and
                  document all material occurrences and actions of the Company
                  since its incorporation, and all meetings of directors and
                  shareholders have, since incorporation, been duly held;

         (p)      the Company has no Contracts, bonus plans, undertakings or
                  arrangements whether oral, written or implied with Employees,
                  lessees, licensees, managers, accountants, suppliers, agents,
                  distributors, officers, directors, lawyers or others;

         (q)      all excise tax and income tax returns and reports of the
                  Company required by law to be filed prior to the date hereof,
                  have been duly filed and are true, complete and correct and
                  all amounts required by law to be deducted and remitted,
                  including, without limitation, employer remittances to Revenue
                  Canada, have been deducted and remitted within the time
                  periods prescribed;

         (r)      the Company has withheld from each amount paid or credited to
                  any person the amount required to be withheld therefrom and
                  has remitted such amount to the proper tax or other receiving
                  authorities within the time required under applicable
                  legislation;

         (s)      the Company has paid all assessments and  reassessments,  if
                  any, and all other  taxes,  penalties,  interest,  fines and
                  other  governmental  charges  (collectively,   "Governmental
                  Charges")  due and  payable  by it  (whether  payable to any
                  federal, provincial, municipal, local or other government or
                  governmental agency, authority, board, bureau or commission,
                  domestic or foreign);  no  Governmental  Charges will become
                  payable after the Closing Date;  all  information  necessary
                  for the  calculation of any tax liability of the Company has
                  been or will prior to the Closing  Date be  disclosed to the
                  Purchaser; and the Company has (or will have pursuant to the
                  terms and conditions of this Agreement) duly and on a timely
                  basis prepared and filed all tax returns and other documents
                  required  to be filed by it in respect  of all  Governmental
                  Charges,  and such  returns and  documents  are complete and
                  correct;

         (t)      the Company is (and has been since its incorporation) a
                  Canadian controlled private corporation as defined in the
                  Income Tax Act (Canada);

         (u)      the Company has not made any election under Section 85 of the
                  Income Tax Act with respect to the acquisition or disposition
                  of any property or made any election under Section 83 of the
                  Income Tax Act with respect to the payment out of the capital
                  dividend account of the Company;

         (v)      to the best knowledge of the Vendors, the Company has no
                  contingent liabilities nor are there any grounds which would
                  prompt a reassessment under the Income Tax Act (Canada) of the
                  Company, including aggressive treatment of income and expenses
                  in filing tax returns;

         (w)      the Company maintains insurance against loss or damage to its
                  property and with respect to public liability as is in
                  accordance with prudent business practice, and the Vendors
                  have provided to the Purchaser true and complete copies of all
                  relevant insurance policies;

         (x)      except as has been previously disclosed to the Purchaser, the
                  Company holds all permits, licenses, consents and authorities

<PAGE>

                  issued by any federal, provincial or municipal governmental
                  authority, or any subdivision thereof, which are necessary or
                  desirable in connection with the conduct and operation of the
                  Business and the ownership or leasing of its assets and the
                  Company is not in breach of or in default under any term or
                  condition of any thereof;

         (y)      neither the Vendors nor any company controlled by the Vendors
                  own any property or assets which are used by the Company or
                  are necessary or useful in the conduct of the Business;

         (aa)     except as has been previously disclosed to the Purchaser, the
                  Company is not in breach of any laws, ordinances, statutes,
                  regulations, by-laws, orders or decrees to which it is subject
                  or which apply to it, and neither the Premises nor their use
                  violates any zoning or other by-law, law, ordinance or
                  regulation applicable to them;

         (ab)     to the best knowledge of the Vendors, there is no basis for
                  and there are no actions, suits, judgments, investigations or
                  arbitration or governmental proceedings in progress,
                  outstanding, pending or threatened against or relating to the
                  Company or affecting the Business, Premises, or the Shares at
                  law or in equity or before or by any governmental authority,
                  commission or agency, domestic or foreign;

         (ac)     no security or other encumbrance has been granted by the
                  Company;

         (ad)     the documents and information to be delivered to the Purchaser
                  pursuant to this Agreement shall be accurate and complete and,
                  without restricting the generality of the foregoing, the
                  Financial Statements that have been provided to the Purchaser
                  and attached hereto as part of Schedule 1.1(f), have been
                  prepared in accordance with generally accepted accounting
                  principles in Canada, applied on a consistent basis and fairly
                  represent the financial position and the corporate affairs of
                  the Company;

         (ae)     the Company has good and marketable title to all of its
                  properties and assets, including those reflected in the
                  Financial Statements or acquired since the date of the most
                  recent Financial Statement, free and clear of all mortgages,
                  pledges, liens, encumbrances or charges of any kind whatsoever
                  and none of the Company's assets or properties are in the
                  possession of or under the control of any other person;

         (af)     the Company has no guarantees with respect to the obligations
                  of any other person and has no indemnities or contingent or
                  indirect obligations with respect to the obligation of any
                  other person;

         (ag)     except as previously disclosed to the Purchaser, neither the
                  Company nor the Vendors is under any obligation, contractual
                  or otherwise, to notify or to request or obtain the consent of
                  any person, and no permits, licenses, certifications,
                  authorizations or approvals of, or notifications to, any
                  federal, provincial, municipal or local government or
                  governmental agency, board, commission or authority, or any
                  foreign government or other authority, are required to be
                  obtained or given by the Company or the Vendors:

                  (i)      in connection with the execution, delivery or perform
                           -ance by the Vendors or the Company of this Agreement
                           or the completion of any of the transactions contem-
                           plated herein;

                  (ii)     to avoid the loss of any permit, license, certifica-
                           tion or other authorization; or

                  (iii)    in order to enable the Company to carry on the
                           Business in the ordinary course as of and following
                           the closing of the transactions contemplated hereby.

<PAGE>

         (ah)     the Vendors covenant and represent and warrant in favour of
                  the Purchaser that all of the representations and warranties
                  set forth herein shall be true and correct at the time of
                  Closing as if made on that date.

4.2      Representations and Warranties in Closing Documents. All statements
         contained in a certificate or other instrument delivered by or on
         behalf of the Vendors pursuant hereto or in connection with the
         transactions contemplated hereby shall be deemed to be representations
         and warranties by the Vendors hereunder.

4.3      Survival of Representations and Warranties of the Vendors. The
         representations and warranties of the Vendors contained in this
         Agreement shall survive the Closing and the payment of the Purchase
         Price and, notwithstanding the Closing and the payment of the Purchase
         Price, the representations and warranties of the Vendors shall continue
         in full force and effect for the benefit of the Purchaser, subject to
         the following:

         (a)      the representations and warranties of the Vendors contained in
                  Sections 4.1 (n), (p), (r), (w), (x), (y), (z), (aa), (ab),
                  (ac), (ad), (ae), (af) and (ag) shall survive for a period of
                  eighteen (18) months following the Closing Date;

         (b)      notwithstanding paragraph (a) above, any claim which is based
                  on intentional misrepresentation or fraud by the Vendors may
                  be made or brought by the Purchaser at any time.

         provided that if a written notice of claim is made before the expiry of
         the applicable period, then the representation and warranty to which
         such notice applies shall survive in respect of that claim until the
         final determination or settlement of that claim.

4.4      The Purchaser hereby represents and warrants to the Vendors as follows:

         (a)      the Purchaser is a company duly organized, validly existing
                  and in good standing under the laws of Florida with respect to
                  the filing of annual reports, and its shares are traded on the
                  OTC Bulletin Board in the United States;

         (b)      the Purchaser has all corporate power, authority and capacity
                  to acquire the Shares and to perform its obligation hereunder.
                  The execution and delivery of this Agreement has been duly
                  authorized by all necessary corporate action on the part of
                  the Purchaser and this Agreement constitutes a valid and
                  binding obligation of the Purchaser. The Purchaser is not a
                  party to, bound by or subject to any indenture, mortgage,
                  lease, Agreement, instrument, statute, regulation, order,
                  judgment, decree or law which would be violated, contravened
                  or breached by or under which any default would occur as a
                  result of the execution and delivery by the Purchaser of this
                  Agreement or the performance by the Purchaser of any of the
                  terms hereof;

         (c)      the Purchaser covenants and represents and warrants in favour
                  of the Vendors that all of the representations and warranties
                  set forth herein shall be true and correct at the time of
                  Closing as if made on that date.

4.5      Survival of Representations and Warranties of Purchaser. The
         representations and warranties of the Purchaser contained in this
         Agreement shall survive the Closing and the purchase of the Shares and,
         notwithstanding the Closing and the purchase of the Shares and the
         representations and warranties of the Purchaser shall continue in full

<PAGE>

         force and effect for the benefit of the Vendors for a period of
         eighteen (18) months from the Closing Date.




<PAGE>



                                    SECTION 5
                            COVENANTS OF THE VENDORS

5.1      Vendors' Covenants. The Vendors' covenant, agree and undertake with the
         Purchaser that from and after the date of execution of this Agreement
         to the Closing Date the Vendors will:

         (a)      cause the Company to conduct its business in the ordinary and
                  normal course and will not permit the Company to do or fail to
                  do anything that would result in the representations and
                  warranties of the Vendors herein not to be true and correct at
                  the time of Closing;

         (b)      ensure that the Purchaser and its representatives have full
                  and complete access to the Premises, and the books and records
                  of the Company, authorize all government agencies or offices
                  to disclose to the Purchaser and its representatives any
                  information concerning the Company, the Vendors and the
                  Business which the Purchaser considers relevant and will
                  furnish, and will require the Company's bankers, accountants /
                  auditors and other advisors to furnish to the Purchaser all
                  financial and operating data and other information with
                  respect to the Business and the Company as the Purchaser shall
                  request;

         (c)      ensure the execution and delivery of all documents and
                  instruments required to be executed and delivered by the
                  Vendors and the Company hereunder and will take all steps and
                  proceedings and execute such further assurances and documents
                  as may be required to effect the transfer to and register the
                  Shares in the name of the Purchaser and to fulfill the terms
                  and conditions of this Agreement;

         (d)      deliver to the Purchaser true and complete copies of all
                  documents and instruments referred to in this Agreement or in
                  the Schedules hereto and will not permit the Company to amend
                  any of them or enter into any other contract or agreement
                  without the prior written consent of the Purchaser;

         (e)      resign their positions as directors and/or officers of the
                  Company or cause to resign the existing directors and/or
                  officers of the Company effective the Closing Date;

         (f)      execute and deliver on the Closing Date the certificate
                  contemplated by Section 8.1(d) hereof dated the Closing Date
                  in a form satisfactory to the Purchaser's solicitors;

         (g)      obtain all necessary shareholders and directors resolutions to
                  effect the transactions contemplated by this Agreement and do
                  all other things reasonably necessary to facilitate the
                  transactions contemplated herein;

         (h)      maintain all existing insurance coverage with respect to the
                  Business and the Premises in full force and effect until
                  completion of the Closing;

         (i)      ensure that the income tax returns for the Company for 2000
                  and 2001 have been duly filed and that all income taxes of the
                  Company for such years, together with any interest and
                  penalties thereon, have been paid in full;

         (j)      have delivered or caused to be delivered to the Purchaser
                  complete originals, when available, or otherwise true and
                  complete copies of such originals (including all amendments)
                  of all Contracts, leases and other documents referred to in
                  this Agreement or any Schedule hereto or required to be
                  disclosed hereby;

         (k)      be present to answer all queries if CCRA needs to perform an
                  audit on school operation for the period  prior to the Closing
                  Date;

         (l)      transfer all student records since they took over the business
                  in 1996;

<PAGE>

         (m)      sign a personal guarantee for any GST, CPP, EI and taxes
                  incurred to CCRA;

         (n)      assist the Purchaser to assume the existing lease of the
                  Premises subject to current landlord approval if necessary;

         (o)      allow Edward Lau and/or any other Purchaser's designee to
                  study and learn the existing Company management system
                  after signing of this Agreement;

         (p)      cause Lillian Lee to work for the Purchaser in March and April
                  2003 to work on the ELSA application, and will be compensated
                  on an hourly basis at $25 per hour, not exceeding one hundred
                  hours.

         (q)      agree not to start a similar business within the area of
                  Greater Vancouver for a period of two years from the date of
                  Closing;

         (r)      ensure that at the Time of Closing, the Company's financial
                  situation shall in line with the financial situation contained
                  in the financial reports set forth as of September 30, 2002 in
                  the Schedule attached hereto, except that the Company may have
                  some financial changes incurred in its normal course of
                  business for the period from September 30, 2002 to the Date of
                  Closing provided the amount of each single expense should be
                  less than CDN$1,000, otherwise the Company should ask the
                  Purchaser for approval.

5.2      Indemnity by the Vendors. Without prejudicing any other remedy
         available to the Purchaser at law or in equity, the Vendors shall fully
         indemnify and save harmless the Purchaser from and against any and all
         costs, losses, damages or expenses suffered or incurred by the
         Purchaser or the Company in any manner arising out of or relating to:

         (a)      any representation or warranty of the Vendors set forth in
                  this Agreement being untrue or incorrect or the failure of the
                  Vendors to observe or perform any of its obligations pursuant
                  hereto, including, but not limited to, the obligations set
                  forth in Section 5.1 hereof;

         (b)      any and all indebtedness or liability of the Company existing
                  at the time of the Closing which was not disclosed in writing
                  to the Purchaser by the Vendors;

         (c)      any misrepresentation in or omission from any certificate or
                  other instrument furnished to the Purchaser hereunder;
                  and

         (d)      any and all actions, suits, proceedings, demands, assessments,
                  judgments, costs and legal and other expenses incident to any
                  of the foregoing.

5.3      Indemnity Notwithstanding Holdback. For greater certainty, the indem-
         nity provided by the Vendors under Section 5.3 shall apply notwithstand
         -ing the existence of the Holdback or the release of the Holdback from
         trust.

5.4      Claims Under Vendors' Indemnity. If any claim is made by any person
         against the Purchaser or the Company in respect of which the Purchaser
         or the Company may incur or suffer damages, losses, costs or expenses
         that might reasonably be considered to be subject of the indemnity
         obligation of the Vendors as provided in paragraph 5.2, the Purchaser
         will notify the Vendors as soon as reasonably practicable of the nature
         of such claim and the Vendors shall be entitled (but not required) to

<PAGE>

         assume the defence of any suit brought to enforce such claim.
         Notwithstanding the foregoing, if the person making the claim threatens
         or takes any action which does or could affect the assets of the
         business of the Company or the Purchaser then the Vendors shall, within
         ten (10) days of being notified of such threat or action, post with the
         Court sufficient security to satisfy the claim and costs related
         thereto, failing which the Vendors shall not have the right to defend
         or continue to defend the claim. The defence of any such claim (whether
         assumed by the Vendors or not) shall be through legal counsel and shall
         be conducted in a manner acceptable to the Purchaser and the Vendors,
         acting reasonably, and no settlement may be made by the Vendors or the
         Purchaser without the prior written consent of the other. If the
         Vendors assumes the defence of any claim then the Purchaser and the
         Purchaser's counsel shall co-operate with the Vendors and their counsel
         in the course of the defence, such co-operation to include using
         reasonable best efforts to provide or make available to the Vendors and
         his counsel documents and information and witnesses for attendance at
         examinations for discovery and trials. The reasonable legal fees and
         disbursements and other costs of such defence shall, from and after
         such assumption, be borne by the Vendors.


                                    SECTION 6
                           covenants of the Purchaser

6.1      Purchaser's Covenants.  The Purchaser covenants, agrees and undertakes
         with the Vendors that:

         (a)      it will pay on the Closing Date the Purchase Price in the
                  manner described in this Agreement;

         (b)      it will not assume the existing photocopier Contract between
                  the Company and Panasonic Office Systems Direct.

6.2      Purchaser's Covenants. The Purchaser covenants, agrees and undertakes
         with the Vendors that the Purchaser shall operate the Company in a
         professional and businesslike manner after the Closing Date.
         Specifically, no non-ELSA students will be placed into the ELSA
         program, which will endanger the ELSA program.

6.3      Indemnity by the Purchaser. The Purchaser shall fully indemnify and
         save harmless the Vendors from and against any and all costs, losses,
         damages or expenses suffered or incurred by the Vendors in any manner
         arising out of or relating to:

         (a)      any misrepresentation or nonfulfillment of any covenant on the
                  part of the Purchaser under this Agreement; and

         (b)      any and all actions, suits, proceedings, demands, assessments,
                  judgments, costs and legal and other expenses incident to any
                  of the foregoing.

6.4      Claims Under Purchaser's Indemnity. If any claim is made by any person
         against the Vendors in respect of which the Vendors may incur or suffer
         damages, losses, costs or expenses that might reasonably be considered
         to be subject to the indemnity obligation of the Purchaser as provided
         in Section 6.3, the Vendors will notify the Purchaser as soon as
         reasonably practicable of the nature of such claim and the Purchaser
         and the Company shall be entitled (but not required) to assume the
         defence of any suit brought to enforce such claim. Notwithstanding the
         foregoing, if the person making the claim threatens or takes any action
         which does or could affect the assets of the business of the Vendors
         then the Purchaser shall, within ten (10) days of being notified of
         such threat or action, post with the Court sufficient security to
         satisfy the claim and costs related thereto, failing which the
         Purchaser and the Company shall not have the right to defend or
         continue to defend the claim. The defence of any such claim (whether
         assumed by the Purchaser and/or the Company or not) shall be through

<PAGE>

         legal counsel and shall be conducted in a manner acceptable to the
         Purchaser and the Vendors, acting reasonably, and no settlement may be
         made by the Vendors or the Purchaser without the prior written consent
         of the other. If the Purchaser or the Company assumes the defence of
         any claim then the Vendors and the Vendors' counsel shall co-operate
         with the Purchaser and the Company and their counsel in the course of
         the defence, such co-operation to include using reasonable best efforts
         to provide or make available to the Purchaser and the Company and their
         counsel documents and information and witnesses for attendance at
         examinations for discovery and trials. The reasonable legal fees and
         disbursements and other costs of such defence shall, from and after
         such assumption, be borne by the Purchaser or the Company, as the case
         may be.


                                    SECTION 7
                CONDITIONS PRECEDENT TO THE VENDORS' OBLIGATIONS

7.1      Vendors' Conditions Precedent. The Vendors' obligation to carry out the
         transactions contemplated in this Agreement is subject to fulfillment
         of the following conditions on the Closing Date, unless and to the
         extent waived by the Vendors, namely, that the Purchaser shall have
         fulfilled all of its obligations hereunder, including, without
         limitation, its obligation to pay the Purchase Price as provided
         herein.

7.2      Conditions for Benefit of the Vendors. The conditions described in
         Section 7.1 are for the exclusive benefit of the Vendors and such
         conditions may be waived in whole or in part by the Vendors on or prior
         to the Closing Date by delivery to the Purchaser of a written waiver to
         that effect, signed by the Vendors.


                                    SECTION 8
               CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS

8.1      Purchaser's Conditions Precedent.  Notwithstanding anything herein
         contained, the obligation of the Purchaser to complete the transactions
         hereunder is conditional upon the fulfillment of the following condi-
         tions precedent:

         (a)      all covenants and agreements of the Vendors to be performed on
                  or before the Closing Date pursuant to the terms and
                  conditions of this Agreement have been duly performed;

         (b)      on or before the Closing Date, no injunction or restraining
                  order of a court or administrative tribunal of competent
                  jurisdiction shall be in effect which prohibits the
                  transactions contemplated hereunder and no action or
                  proceeding shall have been instituted and remain pending
                  before any such court or administrative tribunal to restrain
                  or prohibit the transactions contemplated hereby;

         (c)      the Vendors shall deliver to the Purchaser on the Closing Date
                  a certificate signed by the Vendors that the conditions set
                  out in Section 8.1(a) have been satisfied;

         (d)      the representations and warranties of the Vendors contained in
                  this Agreement shall be true on and as of the Closing Date
                  with the same effect as though such representations and
                  warranties had been made on and as of the Closing Date; and

         (e)      since the date hereof and prior to the Closing Date, no loss
                  or damage by fire, negligence or otherwise shall occur to the
                  property and assets of the Company or Premises.

8.2      Conditions for Benefit of Purchaser. The preceding conditions are for
         the exclusive benefit of the Purchaser and such conditions must be
         fulfilled as described in subsection 8.1 or may be waived in whole or

<PAGE>

         in part by the Purchaser on or prior to the Closing Date by delivery to
         the Vendors of a written waiver to that effect, signed by the
         Purchaser.


                                    SECTION 9
                           REVOCATION OF THE AGREEMENT
9.1      The Vendors and the Company agree to revoke this Agreement and return
         all and any part of the Purchase Price, including the Deposit, to the
         Purchaser in either or both of the following events:

         (a)      in the event that the Purchaser's due diligence review of the
                  affairs of the Company discloses:

                  (i)     any material discrepancy in any representations made
                          to the Purchaser about the status of the Company,

                  (ii)    the Company is experiencing financial difficulties,

                  (iii)   there are lawsuits and/or other legal proceedings
                          against the Company, or

                  (iv)    the board of the Company refuses at Closing to
                          sequentially resign and appoint the Purchaser's
                          representatives to the Board of the Company; and

         (b)      the Company loses its ELSA certification prior to Closing.

9.2      The Vendors are responsible for all costs incurred after Closing due to
         any occurrence stated in Section 9.1 above.


                                   SECTION 10
                              DELIVERIES AT CLOSING

10.1     Vendors' Deliveries. At the Closing, the Vendors shall deliver or cause
         to be delivered to the Purchaser:

         (a)      share certificate(s) representing the Shares issued in the
                  name of the Vendors, duly endorsed for transfer to the
                  Purchaser;

         (b)      certified copy of resolutions of the directors of the Company
                  authorizing the transfer of the Shares, the registration of
                  the Shares in the name of the Purchaser and the issuance of
                  share certificates representing all of the Shares registered
                  in the name of the Purchaser;

         (c)      share certificate representing all of the Shares registered in
                  the name of the Purchaser, signed by the directors of the
                  Company;

         (d)      certified copy of the register of members of the Company show-
                  ing the Purchaser as the registered owner of the Shares;

         (e)      certificate of the Vendors certifying that the representations
                  and warranties of the Vendors set forth in this Agreement are
                  true and correct as of the Closing Date and containing the
                  information described in Section 8.1(a);

         (f)      duly signed resignation of the Vendors as the sole director
                  and sole officer of the Company;

<PAGE>

         (g)      release in form and substance satisfactory to the Purchaser's
                  solicitor, executed by the Vendors in favour of the Company,
                  releasing the Company from any and all manner of actions,
                  causes of action, suits, proceedings, debts, dues, profits,
                  expenses, contracts, damages, claims, demands and liabilities
                  whatsoever, in law or equity which the Vendors ever had, now
                  has, or may have against the Company for or by reason of any
                  matter, cause or thing whatsoever done or omitted to be done
                  by the Company up to the Closing;

         (h)      the Company's minute books, corporate seal and all other
                  corporate and financial records of the Company; and

         (i)      all such instruments of transfer, duly executed, which in the
                  opinion of the Purchaser's solicitor, are necessary to effect
                  and evidence the transfer of the Shares to the Purchaser, free
                  and clear of all liens, charges and encumbrances whatsoever.

10.2     Purchaser's  Deliveries.  At the Closing, the Purchaser shall deliver
         or cause to be delivered the following, either by certified cheque,
         bank draft or solicitors trust cheque:

        (i)    the sum of $40,000  payable to Fraser  and  Company in trust,  in
               accordance  with Section 3.3(b) of this  Agreement;  and (ii) the
               sum of $140,000 payable to the Vendors in accordance with Section
               3.3(c) of this Agreement.


                                   SECTION 11
                               GENERAL PROVISIONS

11.1     Time of Essence.  Time shall be of the essence of this Agreement.

11.2     Force Majeure.  If the transaction fails to close due to an act of God,
         the Vendors shall return the Deposit to the Purchaser and no compensa-
         tion shall be made to either party.

11.3     No Merger and Survival. The representations, warranties, covenants,
         indemnities and agreements contained in this Agreement or pursuant
         hereto shall not merge at the Closing nor upon release of the Holdback
         from trust, and shall survive and continue in full force and effect
         from the Closing Date.

11.4     Notice. Any notice, waiver or other communication required or permitted
         to be given hereunder shall be in writing and signed by or on behalf of
         such party and shall be given to the other party by delivery thereto,
         or by sending by prepaid registered mail or facsimile to the address of
         the other party as herein set forth or to such other address of which
         notice is given, and any notice shall be deemed not to have been
         sufficiently given until it is received. Any notice or other
         communication contemplated herein shall be deemed to have been received
         on the day delivered, if delivered, on the fourth business day
         following the mailing thereof, if sent by registered mail, and the
         second business day following the transmittal thereof, if sent by
         facsimile. If normal mail or facsimile service shall be interrupted by
         strike, slowdown, force majeure or other cause, the party sending the
         notice shall utilize any of such services which have not been so
         interrupted or shall deliver such notice in order to ensure prompt
         receipt of same by the other party.

11.5     Waiver. No waiver of any of the provisions of this Agreement will be
         deemed or will constitute a waiver of any other provision (whether or
         not similar) nor will any waiver constitute a continuing waiver unless
         otherwise expressly provided.

<PAGE>

11.6     Modifications and Approvals. No amendment, modification, supplement,
         termination or waiver of any provision of this Agreement will be
         effective unless in writing signed by the appropriate party and then
         only in the specific instance and for the specific purpose given.

11.7     Further Assurances. Each of the parties hereby covenants and agrees to
         execute any further and other  documents and instruments and to do any
         further and other things that may be necessary to implement  and carry
         out the intent of this Agreement.

11.8     Enurement and Assignment. This Agreement will enure to the benefit of
         and will be binding upon the Vendors and the Purchaser, and their
         respective personal representatives, heirs, executors, administrators,
         successors and permitted assigns. Neither party will assign its rights
         or obligations under this Agreement or any part thereof, provided that
         the Purchaser may assign this Agreement, without consent, but upon
         notification to the Vendors, to another corporation.

11.9     Remedies. Notwithstanding any other provision hereof, the Purchaser
         shall be entitled to any and all remedies at law or in equity, and the
         mechanisms in this Agreement regarding the Holdback shall be without
         prejudice and in addition to any and all other remedies available to
         the Purchaser. The remedies of the Purchaser shall be cumulative and
         not alternative.

11.10    Counterparts. This Agreement may be executed in counterparts or by
         facsimile and each such Agreement or facsimile so executed shall be
         deemed to be an original and such counterparts together shall
         constitute one and the same Agreement.

11.11    Severability. If any one or more of the provisions contained in this
         Agreement should be invalid, illegal or unenforceable in any respect,
         the validity, legality and enforceability of such provision or
         provisions shall not in any way be affected or impaired thereby in any
         other jurisdiction and the validity, legality, and enforceability of
         the remaining provisions shall not in any way be affected or impaired
         thereby in any other jurisdiction and the validity, legality and
         enforceability of the remaining provisions contained herein shall not
         in any way be affected or impaired thereby.

11.12    Included Words. Words importing the singular include the plural and
         vice-versa, and words importing gender include all genders.

11.13    Headings and Interpretation. The section and subsection headings are
         included solely for convenience, are not intended to be full or
         accurate descriptions of the content, or to be considered part of this
         Agreement. The parties hereto acknowledge that their respective legal
         counsel have reviewed and participated in settling the terms of this
         Agreement, and agree that any rule of construction to the effect that
         any ambiguity is to be resolved against the drafting party shall not be
         applicable in the interpretation of this Agreement.

11.14    Governing Law. This Agreement shall be construed and enforced in
         accordance with the laws of the Province of British Columbia, and the
         laws of Canada applicable therein, and will be treated in all respects
         as a British Columbia contract.

11.15    Entire Agreement. This Agreement, together with the contract and all
         Schedules to this Agreement, constitutes the entire agreement between
         the parties regarding the subject matter hereof. In the event of any
         inconsistency between this Agreement and the interim contract, the
         provisions of this Agreement shall prevail.



<PAGE>





IN WITNESS WHEREOF the parties have executed this Agreement on the date first
above written.




EXECUTED and DELIVERED by                           )
                                                    )
/s/ Edward Kheng Yoong Lee in the                   )
-----------------------------                       )
presence of:                                        )
                                                    )
                                                    )
/s/ Mme Kien Jeannette                              )
------------------------------                      )
Witness Name - Signature                            )
                                                    )    Edward Kheng Yoong Lee
Mme Kien Jeannette                                  )    [Shareholder's Name]
------------------------------                      )
Witness Name - Print                                )
                                                    )
L0-L2 Rue Jules guesde                              )
------------------------------                      )
Address                                             )
                                                    )
59000 Lille, France                                 )
------------------------------                      )
City, Province                                      )
                                                    )
Restaurant Owner                                    )
------------------------------                      )
Occupation                                          )




EXECUTED and DELIVERED by                           )
                                                    )
/s/ Sidney Pak Lai Ho in the                        )
------------------------------                      )
presence of:                                        )
                                                    )
/s/ Lilian Lee                                      )
------------------------------                      )
Witness Name - Signature                            )
                                                    )      Sidney Pak Lai Ho
Lilian Lee                                          )      [Shareholder's Name]
------------------------------                      )
Witness Name - Print                                )
                                                    )
15-2713 East Kent Avenue North                      )
------------------------------                      )
Address                                             )
                                                    )
Vancouver, BC                                       )
------------------------------                      )
City, Province                                      )
                                                    )
School Administrator                                )
------------------------------                      )
Occupation                                          )

<PAGE>

EXECUTED and DELIVERED by                           )
                                                    )
/s/ Ricky Chung Hou Ng in the                       )
-------------------------------                     )
presence of:                                        )
                                                    )
/s/ Lilian Lee                                      )
Witness Name - Signature                            )
                                                    )      Ricky Chung Hou Ng
Lilian Lee                                          )      [Shareholder's Name]
-------------------------------                     )
Witness Name - Print                                )
                                                    )
15-2713 East Kent Avenue North                      )
-------------------------------                     )
Address                                             )
                                                    )
Vancouver, BC                                       )
-------------------------------                     )
City, Province                                      )
                                                    )
School Administrator                                )
-------------------------------                     )
Occupation                                          )



WINDSOR EDUCATION ACADEMY INC.


Per:    /s/ Edward Kheng Yoong Lee
        -----------------------------------
        Name:   Edward Kheng Yoong Lee
        Title:     President





XIN NET CORP.


Per:    /s/ Ernest Cheung
        -----------------------------------
        Name:  Ernest Cheung
        Title:     Director





<PAGE>




                                 SCHEDULE 1.1(f)

                              FINANCIAL STATEMENTS




<PAGE>




                                  SCHEDULE 3.2

                  LIST OF INVENTORY AND FIXTURES OF THE COMPANY





</TEXT>
</DOCUMENT>
