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                            EXHIBIT 10.4
                       OFFER OF QINNET.COM TO
                 NON-CANADIAN FOREIGN SHAREHOLDERS OF
                 QINNET HOLDINGS DATED MARCH 14, 2001

                           QINNET.COM, INC.
                        A Delaware Corporation
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March 14, 2001


((Name))
((Address))

Re:   QINNET.COM, INC. (the "Corporation")
      -  Offer to Acquire ((NoShares)) Shares of Qinnet Holdings Corp.
         ("Qinnet Holdings") pursuant to Regulation S of the United
         States Securities Act of 1933 (the "Act")
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We write to set forth the offer of the Corporation (the "Offer") to
you to purchase the ((NoShares)) shares of the common stock of Qinnet
Holdings Corp. that are registered in your name (the "Qinnet Holdings
Shares").

The Corporation is making concurrent offers to accredited U.S.
shareholders of Qinnet Holdings and to non-Canadian foreign
shareholders of Qinnet Holdings owning in total an aggregate 93.94% of
the issued and outstanding shares of Qinnet Holdings (together, the
"Concurrent Offers").  The Corporation is making these Concurrent
Offers pursuant to the exemptions from the prospectus and registration
requirements provided by Regulation S of the Act for non-Canadian
foreign shareholders and Rule 506 of Regulation D of the Act for
accredited U.S. shareholders.

This Offer is on the terms and is subject to the conditions set forth
in this letter. If this Offer is acceptable, we ask that you accept
this Offer by following the instructions in Section 5 of this letter.
This Offer is open for acceptance until 5:00 p.m. (Pacific Time) on
April 23, 2001 (the "Expiry Time"), at which time this offer will
terminate unless extended in writing.  This Offer will lapse if not
accepted by you by the Expiry Time.

We are delivering to you the Corporation's Disclosure Statement dated
March 14, 2001 for your review in connection with your decision as to
whether to accept the Offer.  We strongly recommend that you review
this Offer and the Disclosure Statement with your legal counsel and
your accounting and tax advisors prior to determining whether to
accept the Offer.

The Offer is on the following terms and is subject to the following
conditions:

1.     Offer to Purchase
       -----------------

The Corporation offers to purchase from you all of your Qinnet
Holdings Shares.  The Offer is subject to acceptance by shareholders
of Qinnet Holdings of the Concurrent Offers representing in aggregate
not less than 50% of the outstanding shares of the common stock of
Qinnet Holdings (the "Minimum Acceptance Requirement").  Upon
acceptance by you and satisfaction to the Minimum Acceptance

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                               -2-

Requirement, this Offer will become a firm and binding agreement
between the Corporation and you for the sale of your Qinnet Holdings
Shares to the Corporation.  The closing of the purchase and sale of
your Qinnet Holdings Shares (the "Closing") will take place on April
23, 2001, or such earlier date as elected by the Corporation if the
Minimum Acceptance Requirement is met prior to April 23, 2001. If you
accept the Offer, the Corporation will have the option to require you
to transfer your Qinnet Holdings Shares to either the Corporation or
to a wholly owned subsidiary of the Corporation on closing.

2.    Issue of Corporation Shares
      ---------------------------

The Corporation will issue to you one share of common stock of the
Corporation (each a "Corporation Share" and together, the "Corporation
Shares") in consideration for each Qinnet Holdings Share that you own.
 Accordingly, you will receive ((NoShares)) shares of the Corporation's
common stock on Closing if you accept this Offer.  Delivery of share
certificates representing the Corporation Shares will be conditional
upon delivery by you of any share certificates representing your
Qinnet Holdings Shares that have been delivered to you by Qinnet
Holdings.

3.    Regulation S Agreements
      -----------------------

You must not be a "U.S. Person" in order for you to accept this Offer
as the Corporation Shares are being offered to you pursuant to
Regulation S of the Act.  A "U.S. Person" is defined by Regulation S
of the Act to be any person who is:

(1)   any natural person resident in the United States;
(2)   any partnership or corporation organized or incorporated
      under the laws of the United States;
(3)   any estate of which any executor or administrator is a U.S.
      person;
(4)   any trust of which any trustee is a U.S. person;
(5)   any agency or branch of a foreign entity located in the
      United States;
(6)   any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other
      fiduciary organized, incorporate, or (if an individual)
      resident in the United States; and
(7)   any partnership or corporation if:

      (1) organized or incorporated under the laws of any
          foreign jurisdiction; and
      (2) formed by a U.S. person principally for the purpose of
          investing in securities not registered under the Act,
          unless it is organized or incorporated, and owned, by
          accredited investors [as defined in Section 230.501(a)
          of the Act] who are not natural persons, estates or
          trusts.

If you are a U.S Person, as defined above, then you are not eligible
to accept this Offer and any acceptance by you will not obligate the
Corporation to purchase your Qinnet Holdings Shares.

By execution of the Offer, you will also agree with the Corporation as
follows as a condition of the Corporation issuing the Corporation
Shares to you:

       (1)  You will resell the Corporation Shares only in accordance
            with the provisions of Regulation S of the Act, pursuant to
            registration under the Act, or pursuant to an available
            exemption from registration pursuant to the Act;

       (2)  You will not resell the Corporation Shares prior to the
            distribution compliance period prescribed by Regulation S
            of the Act;

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                               -3-

       (3)  The Corporation will refuse to register any transfer of the
            Corporation Shares not made in accordance with the
            provisions of Regulation S of the Act, pursuant to
            registration under the Act, or pursuant to an available
            exemption from registration;

       (4)  You will not engage in hedging transactions with respect to
            the Corporation Shares unless in compliance with the Act.

You will acknowledge and agree by acceptance of this Offer that all
certificates representing the Corporation Shares will be endorsed with
the following legend in accordance with Regulation S of the Act:

     "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
     NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
     (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
     ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
     ACT.   SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE
     OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
     ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
     PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT,
     OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
     REGISTRATION UNDER THE ACT.  HEDGING TRANSACTIONS
     INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS
     IN COMPLIANCE WITH THE ACT"

4.    Additional Representations and Warranties
      -----------------------------------------

You will make the following representations and warranties to the
Corporation by acceptance of this Offer that will be relied upon by
the Corporation in purchasing your Qinnet Holdings Shares:

     (1)    The Qinnet Holdings Shares are owned by you as the legal
            and beneficial owner with a good and marketable title
            thereto, free and clear of all mortgages, liens, charges,
            security interests, adverse claims, pledges, encumbrances
            and demands whatsoever;

     (2)    You have all necessary power and authority to deal with,
            transfer and sell Qinnet Holdings Shares in accordance with
            this Agreement;

     (3)    No person, firm or corporation has any agreement or option
            or any right or privilege (whether by law, pre-emptive or
            contractual) capable of becoming an agreement or option for
            the purchase from you of any of Qinnet Holdings Shares held
            by you;

     (4)    The entering into of this agreement and the consummation of
            the transactions contemplated hereby will not result in the
            violation of any of the terms and provisions of any
            agreement, written or oral, to which you may be a party;

     (5)    This agreement has been duly authorized, validly executed
            and delivered by you;

     (6)	You have had full opportunity to review the Corporation's
            Disclosure Statement and additional information regarding
            the business and financial condition of the Corporation with
            your legal, tax and financial advisors prior to acceptance
            of the Offer;

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                               -4-

     (7)    You hereby acknowledge that this Offer and the offering of
            Corporation Shares has not been reviewed by the United
            States Securities and Exchange Commission ("SEC") and that
            the Corporation Shares will be issued by the Corporation
            pursuant to an exemption from registration provided by
            Regulation S pursuant to the United States Securities Act;

     (8)    You are not aware of any advertisement of the Corporation
            Shares;

     (9)    You are acquiring the Corporation Shares subscribed to
            hereunder as principal for your own benefit  and as an
            investment for your own account, not as a nominee or agent,
            and not with a view toward the resale or distribution of any
            part thereof, and you have no present intention of selling,
            granting any participation in, or otherwise distributing the
            same;

     (10)   You do not have any contract, undertaking, agreement or
            arrangement with any person  to sell, transfer or grant
            participation to such person, or to any third person, with
            respect to any acquisition of the Corporation Shares;

     (11)   You have full power and authority to accept this Offer
            which, when accepted, will constitute a valid and legally
            binding obligation, enforceable in accordance with its
            terms;

     (12)   You can bear the economic risk of an investment in the
            Corporation Shares;

     (13)   You have satisfied yourself as to the full observance of
            the laws of your jurisdiction in connection with the Offer,
            including (i) the legal requirements within his/her
            jurisdiction for the issuance of the Corporation Shares to
            you, (ii) any foreign exchange restrictions applicable to
            such purchase, (iii) any governmental or other consents that
            may need to be obtained, and (iv) the income tax and other
            tax consequences, if any, that may be relevant to the
            acceptance of this Offer by you;

     (14)   You have such knowledge and experience in finance,
            securities, investments, including investment in non-listed
            and non registered securities, and other business matters so
            as to be able to protect its interests in connection with
            this transaction;

5.    Acceptance and Closing
      ----------------------

If you wish to accept this Offer, then you must execute this Offer
where indicated below deliver the executed Offer to us at our address
as follow:

            QINNET.COM, INC.
            Attention:  Mr. Paul Schwartz, Secretary
            Suite 206, 4505 Las Virgenes Road
            Calabasas CA 91302
            Facsimile:  (818) 878-1410

Upon receipt of your executed Offer, we will make a determination on
or before April 23, 2001 as to whether shareholders of Qinnet Holdings
representing a minimum of 50% of the outstanding shares of Qinnet
Holdings have accepted our offers.  We may elect to close on the
accepted portion of our Offer prior to April 23, 2001 if shareholders
of Qinnet Holdings representing a majority of the shares of Qinnet
Holdings have accepted our offer prior to April 23, 2001.  If the
Minimum Acceptance Requirement has been met by April 23, 2001, then we
will forward to you certificates representing the Corporation Shares
to which you are entitled by no later than May 15, 2001.  If the
Minimum Acceptance Requirement has

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                               -5-

not been met by April 23, 2001, then we will return to you the
executed Offer and our agreement will be terminated and of no further
force or effect.

Yours truly,

QINNET.COM, INC.
by its Authorized Signatory:

      /s/ Weiguo Lang
Per:  ________________________
      WEIGUO LANG
      President


This undersigned shareholder of Qinnet Holdings Corp. hereby accepts
the Offer of Qinnet.com, Inc. and hereby sells, assigns and transfers
to the Qinnet.com, Inc., or a wholly owned subsidiary of Qinnet.com,
Inc. at the election of Qinnet.com, Inc., a total of ((NoShares)) of
the common stock of Qinnet Holdings Corp. free and clear of all
liens, charges and encumbrances in consideration for the issue of
((NoShares)) of the common stock of Qinnet.com, Inc. on the terms and
subject to the conditions of the Offer.  The undersigned shareholder
hereby irrevocably constitutes and appoints Paul Schwartz, the
Secretary and Treasurer of the Corporation, as the attorney of the
shareholder to transfer all shares of Qinnet Holdings in the name of
the shareholder, with full power of substitution in the premises. The
undersigned shareholder agrees that a faxed copy of the shareholder's
signature may be relied upon for acceptance for Qinnet.com, Inc. and
will be effective to bind the shareholder.


Date of Acceptance:
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Signature of Qinnet Holdings Shareholder:
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Name of Qinnet Holdings Shareholder:                   ((Name))
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Number of Shares of Qinnet Holdings Held:            ((NoShares))
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