AGREEMENTTO EXTEND CLOSING REGARDING THE ACQUISITION AGREEMENT AND THE PURCHASE AND SALE AGREEMENT Whereas the parties have entered into an Acquisition Agreement and Purchase and Sale Agreement (referred to as the Agreements); Whereas in accordance...

                      AGREEMENTTO EXTEND CLOSING REGARDING
                          THE ACQUISITION AGREEMENT AND
                         THE PURCHASE AND SALE AGREEMENT


Whereas the parties have entered into an Acquisition Agreement and Purchase and
Sale Agreement (referred to as the Agreements);

Whereas in accordance with the said Agreements the closing date was scheduled
for November 8th, 2001 or sooner unless extended by written mutual agreement;

Whereas the parties have by mutual consent agreed to extend the closing until
November 13th, 2001;

Whereas the extended  closing date shall be applicable  for the execution of all
documentation relating to the said acqusisiton;

The parties have signed on this 8th day of November,2001.

"FFAX"

Frefax Inc.
A Florida corporation


By: /s/ Xxxxxxx Xxxx
    ----------------
    Name: Xxxxxxx Xxxx
    Title: President & Chief Executive Officer


"CXNC"

CHINA XIN NETWORK (CANADA) INC.
A Canadian corporation


By: /s/ Xxxx-Xxxxxxxx Xxxxx
    -----------------------
    Name: Xxxx-Xxxxxxxx Xxxxx
    Title: Chief Executive Officer


By:  /s/ Xxxxx Xxxx
     --------------
     Name: Xxxxx Xxxx
     Title: Vice-President of Corporate & Legal Affairs