EXHIBIT 10.5

                            "B" WARRANT CERTIFICATE
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The  shares to be  issued  upon the  exercise  of these  warrants  have not been
registered  under  the  Securities  Act of 1933  (The  Act)  and are  restricted
securities as that term is defined in Rule 144 under The Act. The shares may not
be  offered  for sale,  sold or  otherwise  transferred  except  pursuant  to an
effective  registration statement under The Act or pursuant to an exemption from
registration  under The Act. The  availability  of which is to be established to
the satisfaction of the company.

No.                                               Warrants to Purchase

                                                                           Units

                        SERIES "B" SHARE PURCHASE WARRANT

                                  XIN NET CORP.

THIS IS TO CERTIFY THAT,  for the value  received,  ______________________  (the
"Warrant Holder") of  ________________________  shall have the right to purchase
from Xin Net Corp. (the "Company"), upon and subject to the terms and conditions
hereinafter  referred to, at any time up to 4:00 p.m.  (Vancouver time) on March
31, 2002 (the  "Expiry  Time") one Share of the Company upon the exercise of one
Series "B" Share purchase warrant represented hereby at the price of US$5.00 per
Share.  Each Share  shall  consist of one fully paid and  non-assessable  common
share of the  Company.  After the Expiry Time this warrant  certificate  and all
rights conferred hereby shall be void and of no value.

The right to purchase Shares of the Company may only be exercised by the Warrant
Holder within the time herein before set out by:

                  (a)      duly completing and  executing  the subscription form
                           attached hereto, in the manner therein indicated;

                  (b)      surrendering this warrant  certificate to the Company
                           at 830-789 West Pender Street,  Vancouver, BC, Canada
                           V6C 1H2; and

                  (c)      paying the appropriate  purchase price for the Shares
                           of the Company  subscribed  for, either in cash or by
                           certified check.

Upon  surrender  and payment,  the Company will issue to the Warrant  Holder the
number of Shares  subscribed  for.  Within ten business  days of  surrender  and
payment, the Company will mail to the Warrant Holder certificates evidencing the
Shares  subscribed for. If the Warrant Holder  subscribed for a lesser number of
Shares than the number of Shares  permitted  by this  warrant  certificate,  the
Company shall  forthwith  cause to be delivered to the Warrant  Holder a further
warrant  certificate  in  respect  of the  Shares  referred  to in this  warrant
certificate but not subscribed for.

THE WARRANTS REPRESENTED HEREBY AND ALL RIGHTS HEREUNDER ARE NON-TRANSFERABLE.

In the event of any  subdivision  of the  common  shares of the  Company as such
shares are  constituted  on the date  hereof,  at any time  while  this  warrant
certificate is outstanding,  into a greater number of common shares, the Company
will  thereafter  deliver  at the  time  or  times  of  purchase  of the  Shares
hereunder,  in addition to the number of Shares in respect of which the right to
purchase is then being  exercised,  such  additional  number of Shares as result
from such  subdivision  without any  additional  payment or other  consideration
therefor.


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In the event of any  consolidation  of the common  shares of the Company as such
common shares are constituted on the date hereof, at any time while this warrant
certificate is outstanding, into a lesser number of common shares, the number of
Shares represented by this warrant  certificate shall thereafter be deemed to be
consolidated  in like  manner and any  subscription  by the  Warrant  Holder for
shares  hereunder shall be deemed to be a subscription  for Units of the Company
as consolidated.

In the event of any  reclassification of the common shares of the Company at any
time while this warrant certificate is outstanding, the Company shall thereafter
deliver at the time of  purchase of Shares hereunder the number of Shares of the
appropriate  class  resulting  from the  reclassification  as the Warrant Holder
would  have been  entitled  to  receive  in  respect  of the number of Shares so
purchased had the right to purchase been exercised before such reclassification.

The holding of this warrant certificate or the warrants represented hereby shall
not constitute the Warrant Holder a member of the Company.

Time shall be of the essence hereof.

IN WITNESS WHEREOF the Company has caused this warrant  certificate to be issued
by its duly authorized signatory.

XIN NET CORP.

By:________________________
Authorized Signatory


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                                SUBSCRIPTION FORM

To:      Xin Net Corp.

Dear Sirs:

The undersigned hereby exercises the right to purchase and hereby subscribed for
_________________ Shares in Xin Net Corp. referred to in the warrant certificate
surrendered  herewith  according to the  conditions  thereof and herewith  makes
payment by cash or certified  check of the  purchase  price in full for the said
Shares.

Please issue  certificates for the Shares being purchased as follows in the name
of the undersigned:

                           NAME:            _____________________________

                           ADDRESS:         _____________________________

                                            _____________________________



Please deliver a warrant certificate in respect of the Shares referred to in the
warrant certificate  surrendered  herewith but not presently  subscribed for, to
the undersigned.

DATED    this    _______    day   of    ____________________,  _______________.