XIN NET CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10.txt
<TEXT>
                            SHARE EXCHANGE AGREEMENT

THIS AGREEMENT dated the 3rd day of July, 2003.

between:

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

(hereafter "Windsor")

AND
DAWA BUSINESS GROUP INC., a company duly incorporated  under the laws of British
Columbia and having the business office at 250 - 5655 Cambie Street,  Vancouver,
BC V5Z 3A4

(hereafter "Dawa")





WHEREAS:

Xin Net Corp.  owns 100% of Windsor and 1041571 B.C. Ltd.  (President Mr. Zaixin
Ma) owns 100% of Dawa,  both parties  hereby  mutually agree to a share exchange
arrangement  whereby Xin Net will own 51% of Dawa and 1041571 B.C. Ltd. will own
49% of Windsor.

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 Dawa and Windsor;

(b) "Closing"  means the  completion of the  transactions  herein on the Closing
Date;

(c) "Closing Date" means July 7, 2003, 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 Dawa and Windsor that are in effect as of the
Closing Date;

(e) "Employees" means any and all present and former employees and staff of Dawa
and Windsor;

(f) "Financial  Statements" means the unaudited financial statements of Dawa for
the year ended December 31, 2002 and the unaudited financial  statements of Dawa
for the period  ending June 30, 2003,  each  consisting of a balance sheet and a
statement of operations and deficit;

(g) "Premises" means the land and buildings which are currently occupied by Dawa
and Windsor;

(h) "Purchase Price" - nil in the share exchange transaction;

(i) "Lease"  means the Lease of the  Premises  between the Dawa and Windsor and
their respective Landlords.


<PAGE>







                                    SECTION 2
                                 SHARE EXCHANGE
                                 --------------

2.1  Share Exchange.  Xin Net Corp. will transfer 49% of the outstanding  shares
     of Windsor to 1041571 B.C.  Ltd.,  and  conversely;  1041571 B.C. Ltd. will
     transfer 51% of the outstanding shares of Dawa to Xin Net Corp.

                                    SECTION 3
                                 PURCHASE PRICE
                                 --------------

3.1  Purchase Price. There is no monetary consideration.

                                    SECTION 4
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

4.1  Representations  and  Warranties  of Xin Net Corp.  and 1041571 B.C.  Ltd.,
     collectively "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 Dawa/Windsor 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)      the Vendors are responsible for their own Tax Advice;

         (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
                              Dawa/Windsor'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
                              Dawa/Windsor is a party or by which the Vendors or
                              Dawa/Windsor is bound; and

                  (iii)       not result in the creation of any lien,
                              encumbrance or other charge on the shares of
                              Dawa/Windsor;

         (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 in the capital of the Dawa/Windsor or any right
                  capable of becoming an agreement for the purchase,
                  subscription or issuance of any of the unissued shares in the
                  capital of Dawa/Windsor, or for the acquisition from
                  Dawa/Windsor of any of its undertaking, property or assets;

         (e)      the final structure after closing will be: 1041571 B.C. Ltd.
                  98 shares of Dawa and Windsor respectively;  and Xin Net
                  102 shares of Dawa and Windsor respectively;



<PAGE>






         (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
                  Dawa/Windsor;

         (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)      Dawa/Windsor are companies duly organized under the laws of
                  the Province of British Columbia, not reporting 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)      Dawa/Windsor 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)      except as has been previously disclosed, Dawa/Windsor 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 Dawa/Windsor 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
                  Dawa/Windsor may determine;

          (k)     Dawa/Windsor 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 Dawa/Windsor has remained
                  unpaid; (m) neither the Vendors nor any present or former
                  officer, director, Employee or shareholder of Dawa/Windsor is
                  indebted or under obligation to Dawa/Windsor on any account
                  whatsoever, and Dawa/Windsor will not at Closing be indebted
                  to the  Vendors, or any director, officer or Employee of
                  Dawa/Windsor 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 Dawa/Windsor which have
                  not been disclosed;

          (o)     the memorandum and articles of Dawa/Windsor 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 Dawa/Windsor contained in
                  the minute book of Dawa/Windsor are accurate and complete and
                  document all material occurrences and actions of Dawa/Windsor
                  since its incorporation, and all meetings of directors and
                  shareholders have, since incorporation, been duly held;

          (p)     Dawa/Windsor 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;



<PAGE>





           (q)    all excise tax and income tax returns and reports of
                  Dawa/Windsor 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)    there are no written or verbal contracts of employment,
                  whether contracts of service or contracts for service, or
                  collective agreements or proceedings under the Labour Code of
                  British Columbia involving Dawa/Windsor or Employees which may
                  become an obligation of or be binding upon Dawa/Windsor, and
                  Dawa/Windsor is not and will not become liable for any
                  severance, termination or other payments of any nature to any
                  of its former Employees;

           (s)    Dawa/Windsor 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;

           (t)    Dawa/Windsor 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 Dawa/Windsor has
                  been or will prior to the Closing  Date be  disclosed to the
                  Purchaser;  and  Dawa/Windsor  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;

            (u)   Dawa/Windsor is (and has been since its incorporation) a
                  Canadian  controlled  private  corporation as defined in the
                  Income Tax Act (Canada);

            (v)   if applicable, Dawa/Windsor 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;

           (w)    to the best knowledge of the Vendors, Dawa/Windsor has no
                  contingent liabilities nor are there any grounds which would
                  prompt a reassessment under the Income Tax Act (Canada) of
                  Dawa/Windsor, including aggressive treatment of income and
                  expenses in filing tax returns;
           (x)    Dawa/Windsor  maintains  insurance  against  loss or damage to
                  its property and with  respect to public  liability  as is in
                  accordance with prudent business practice;

           (y)    except as has been previously disclosed, Dawa/Windsor holds
                  all permits, licenses, consents and authorities 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;



<PAGE>





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

         (aa)     except as has been previously disclosed, Dawa/Windsor 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 are no actions,
                  suits, judgments, investigations or arbitration or
                  governmental proceedings in progress, outstanding, or pending
                  against or relating to Dawa/Windsor 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
                  Dawa/Windsor;

         (ad)     the documents and information to be delivered pursuant to this
                  Agreement shall be accurate and complete and, without
                  restricting the generality of the foregoing, the Financial
                  Statements that have been provided 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;

         (ae)     Dawa/Windsor 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)     Dawa/Windsor 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, neither Dawa/Windsor 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
                  Dawa/Windsor or the Vendors:

                  (i)      in connection  with the execution,  delivery or
                           performance by the Vendors or Dawa/Windsor of this
                           Agreement or the completion of any of the
                           transactions contemplated herein;

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

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

         (ah)     the Vendors covenant and represent and warrant 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.



<PAGE>






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, 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
                  six (6) 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 either party 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.



                                    SECTION 5
                             POST CLOSING OPERATIONS
                             -----------------------



5.1      Directors.  Mr. Zaixin Ma will be appointed as a Windsor director and
         Mr. Ernest Cheung will be appointed as a Dawa director after the
         closing;

5.2      Officers.  Mr. Zaixin Ma will be offered a 2 year tenure as general
         manager responsible for the day to day operations of both Dawa
         and Windsor.


5.3      Cheque  Signing.  Cheques  amounting over C$2,000 will require Xin Net
         approval.

5.4      Hiring.  Hirings over C$2,000 per month will require Xin Net approval.

5.5      Budget.  A 2 year budget is attached to this agreement as operating
         target commitments (revenue and net income).

5.6      Appointment  Extension.  Mr. Zaixin Ma will be guaranteed a 2 year
         extension as general  manager  responsible  for the day to day
         operations of both Dawa and Windsor at salary levels not lower than
         last 2 years' average.

5.7      Share  Exchange.  If the budget is met or exceeded  after 1 year,
         1041571 B.C.  Ltd.'s 49% of  Dawa/Windsor  can be exchanged into Xin
         Net Shares upon mutual consent.



<PAGE>







                                    SECTION 6
                           REVOCATION OF THE AGREEMENT
                           ---------------------------

6.1      The Vendors mutually agree to revoke this Agreement and return all
         transferred shares in any of the following events:

         (a)      in the event that due diligence review of the affairs of
                  Dawa/Windsor discloses:

(i)      any material discrepancy in any representations made to the Purchaser
         about the status of Dawa/Windsor, and

(ii)     the board of Dawa/Windsor  refuses at Closing to sequentially  resign
         and appoint the new  representatives to the Board of the  Company; and

        (b)      within a period of 2 years of closing, in the event that either
                 Vendor desires to sell 10% or more to a third party, the other
                 side will have first right of refusal under the same terms,
                 if the first right of refusal is not exercised, then the sale
                 to third party will require unanimous consent from the board of
                 directors;  otherwise, the transaction will be revoked;

        (c)      within a period of 2 years of closing,  if either Dawa or
                 Windsor  fails to reach its  approved  budget with a revenue
                 and net income deviance of over 30%, Xin Net Corp. has the
                 option to revoke the transaction;

        (d)      force majeure - the transaction will be revoked.


                                    section 7
                               GENERAL PROVISIONS
                               ------------------

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


7.2      Force Majeure.  If the transaction fails to close due to an act of God,
         no compensation shall be made to either party.

7.3      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.

7.4      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.



<PAGE>






7.5      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.

7.6      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.

7.7      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.

7.8      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.

7.9      Remedies.  Notwithstanding  any other  provision  hereof,  the parties
         shall be entitled to any and all remedies at law or in equity.

7.10     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.

7.11     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.

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

7.13     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.

7.14     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.

7.15     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.




For XIN NET CORP. and WINDSOR    )
EDUCATION ACADEMY INC.           )
                                 )
EXECUTED and DELIVERED by        )
                                 )
Ernest K. Cheung, President      )
in the presence of:              )
                                 ) _____________________________________________
                                 ) [Signature]
--------------------------       )
Witness Name - Signature         )
                                 )
                                 )
--------------------------       )
Witness Name - Print             )
                                 )
                                 )
--------------------------       )
Address                          )
                                 )
                                 )
--------------------------
City, Province


--------------------------
Occupation


For DAWA BUSINESS GROUP INC.

EXECUTED and DELIVERED by        )
                                 )
Zaixin Ma, President in the      )
presence of:                     )
                                 )
                                 )
---------------------------      )
Witness Name - Signature         )
                                 )
                                 )
---------------------------      )______________________________________________
Witness Name - Print             ) [Signature]
                                 )
                                 )
---------------------------      )
Address                          )
                                 )
                                 )
---------------------------      )
City, Province


---------------------------
Occupation


</TEXT>
</DOCUMENT>
