AMENDMENT TO THE
SHARE PURCHASE AGREEMENT
1. The Parties hereby agree that Xin Net Corp. has full and unrestrict
-ed rights to appoint the entire Board of Beijing Quicknet Telecommunications
Corp. Ltd. (Beijing Quicknet) for as long as Xin Net is a shareholder. Sellers
hereby grant their irrevocable proxy to Xin Net to vote all of their shares for
the appointment and election of directors, and the board will have the exclusive
right to appoint officers and managers. A formal Proxy will be expected at
closing.
2. The Parties hereby agree that 49% will be transferred immediately
to Xin Net Corp. upon closing, another 2% of Beijing Quicknet will be conveyed
for US$100 (USD) when either of the following is completed to the satisfaction
of Xin Net Corp.:
A. The appropriate government ministry in China approves of the
transfer of the 2% ownership in Beijing Quicknet.
B. Another legal mechanism for transfer of the 2% ownership of
Beijing Quicknet is arranged.
Date: February 20, 2004
SIGNATURES
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