<PAGE>

EXHIBIT 10.8

Agreement dated on December 15, 2003 for the Sale and Purchase of Shares in
Beijing Linkhead Technologies Co., Ltd

                                 AGREEMENT AMONG

(1) PACIFICNET STRATEGIC INVESTMENT HOLDINGS LIMITED AND PACIFICNET INC.
(2) BEIJING LINKHEAD TECHNOLOGIES LIMITED
(3) EWINGS HOLDING GROUP INC. AND
     GREAT MIND CONSULTANTS LIMITED, AND
     BEIJING XIN DA BEI TECHNOLOGIES, LTD
(4)  MR. LIN BIN

                     FOR THE SALE AND PURCHASE OF SHARES IN
                            BEIJING LINKHEAD LIMITED
                  --------------------------------------------


THIS AGREEMENT is made the 15th of December, 2003.

AMONG:

(1)         PACIFICNET STRATEGIC INVESTMENT HOLDINGS LIMITED (CHINESE COMPANY
            NAME), a company existing under the laws of the British Virgin
            Islands whose principal place of business is at Room 3813, Hong Kong
            Plaza, 188 Connaught Road West, Hong Kong. (hereafter referred as
            the "PURCHASER"). The Purchaser is a wholly owned subsidiary of
            PacificNet Inc. ("PACT"), a company incorporated under the laws of
            the State of Delaware in the United States of America whose
            principal office is situate at 860 Blue Gentian Road, Suite 360,
            Eagan, MN 55121-1575, the United States of America, the shares of
            which are listed on the NASDAQ stock exchange in the United States
            of America under the trading symbol of "PACT".

(2)         BEIJING LINKHEAD TECHNOLOGIES LTD., CO. (CHINESE COMPANY NAME) a
            company existing under the laws of the People's Republic of China
            whose principal place of business is 1601, 26 Building, 3 Block,
            Anzhenli, Chao Yang District, Beijing 100029 (hereinafter referred
            to as the "COMPANY");

(3)         EWINGS HOLDING GROUP INC., a company existing under the laws of the
            British Virgin Islands whose principal place of business is Offshore
            Incorporations Limited, PO Box 3444, Offshore Incorporations Center,
            Road Town, Tortola, British Virgin Islands, and
            GREAT MIND CONSULTANTS LIMITED, a company existing under the laws of
            the British Virgin Islands whose principal place of business is
            Offshore Incorporations Limited, PO Box 957, Offshore Incorporations
            Center, Road Town, Tortola, British Virgin Islands; and
            BEIJING XIN DA BEI TECHNOLOGIES, LTD, a company existing under the
            laws of the People's Republic of China whose principal place of
            business is 4th floor, JingXin Building Annex, 2A Dong San Huan
            North Rd., Beijing, China, 100027 (hereinafter jointly referred to
            as the "COMPANY SHAREHOLDER");

(4)         MR. LIN BIN whose principal place of business is at 1601, 26
            Building, 3 Block, Anzhenli, Chao Yang District, Beijing 100029
            (hereinafter referred to as the "WARRANTOR");


WHEREAS:

A.          The Company is a private company incorporated under the laws of the
            People's Republic of China whose principal place of business is
            1601, 26 Building, 3 Block, Anzhenli, Chao Yang District, Beijing
            100029


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B.          The Company has an authorized share capital of US$1,200,000 divided
            into 120,000,000 ordinary shares of US$0.01 each, of which
            120,000,000 shares representing the entire issued share capital of
            the Company (the "SHARES") have been issued, and are beneficially
            owned by the Company Shareholder as set out in Part I of Schedule 1.

C.          The Company, directly and through its various contractual
            arrangements with ShenZhen Linkhead Limited, a People's Republic of
            China limited liability corporation, is engaged in the business of
            providing value-added telecom services (VAS), interactive voice
            response (IVR) system development and integration, voice internet
            portals, computer telephony integration (CTI), VoIP, internet and
            mobile application development, telecom customer relationship
            management (CRM) services for China's telecom operators, telecom
            related management and consulting services, mobile consumer
            analytics, mobile data-mining, internet e-commerce and mobile
            commerce, mobile applications based on WAP, K-Java, BREW, EMS, short
            messaging services (SMS), multimedia messaging services (MMS),
            outsourced software development, and other mobile value-added
            services (VAS) in the PRC, (the "BUSINESS");

D.          Company Shareholder wishes to sell to the Purchaser, and the
            Purchaser wishes to purchase from such Shareholder, 51% of the
            SHARES owned by such Shareholder (the "Sale Shares"), all upon the
            terms and subject to the conditions set forth herein; The COMPANY
            has agreed to sell and the Purchaser has agreed to purchase the
            SHARES as set out in Part II of Schedule 1 for the consideration and
            upon the terms and conditions set out in this Agreement.

E.          The Purchaser requires the WARRANTOR, who is the ultimate
            beneficiary owner of Company Shareholder and who have requested the
            Purchaser to enter into this Agreement, to give such
            representations, warranties, covenants and undertakings as are set
            out herein as a condition to the Purchaser's entry into this
            Agreement.

            NOW, THEREFORE, in consideration of the promises and the mutual
agreements and covenants hereinafter set forth, and intending to be legally
bound hereby, the parties to this Agreement hereby agree as follows:


                                1. INTERPRETATION

1.1         The Recitals and Schedules form part of this Agreement and shall
            have the same force and effect as if expressly set out in the body
            of this Agreement and any reference to this Agreement shall include
            the Recitals and Schedules.

1.2         In this Agreement except where the context otherwise requires the
            following words and expressions shall have the following meanings:

"BVI"                        The British Virgin Islands;

"COMPLETION"                 completion of the sale and purchase of the Sale
                             Shares in accordance with Clause 5 of this
                             Agreement;

"COMPLETION DATE"            JANUARY 15, 2004, on or before 6 p.m. (or such
                             later date as the parties shall agree in writing);

"CONDITIONS"                 the conditions contained or referred to in
                             Clause 4;

"CONSIDERATION"              the consideration payable for the sale and
                             purchase of the Sale Shares to the COMPANY
                             pursuant to Clause 3 [as adjusted by clause 6];

"HONG KONG"                  Hong Kong Special Administrative Region of the PRC;

HK$                          Hong Kong dollars

"PACT SHARES"                ordinary shares of PACT;

"PRC"                        People's Republic of China;

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"SALE                         SHARES" the 61,200,000 ordinary shares of US$0.01
                              each in the capital of the Company (being
                              FIFTY-ONE PER CENT (51%) of the existing issued
                              and allotted share capital on a fully diluted
                              basis) such shares being beneficially owned by and
                              registered in the name of the Company Shareholder
                              in the proportions inter se set out in Part II of
                              Schedule 1;

 "US$"                        United States dollars;

"UNITED STATES"               United States of America;



1.3         Words and phrases (not otherwise defined in this Agreement) the
            definitions of which are contained or referred to in the Companies
            Ordinance (Cap. 32) shall be construed as having the meanings
            thereby attributed to them.

1.4         References in this Agreement to ordinances and to statutory
            provisions shall be construed as references to those ordinances or
            statutory provisions as respectively as modified (on or before the
            date hereof) or re-enacted (whether before or after the date hereof)
            from time to time and to any orders, regulations, instruments or
            subordinate legislation made under the relevant ordinances or
            provisions thereof and shall include references to any repealed
            ordinance or provisions thereof which has been so re-enacted (with
            or without modifications).

1.5         The headings are for convenience only and shall not affect the
            construction of this Agreement.

1.6         All representations, undertakings, warranties, indemnities,
            covenants, agreements and obligations given or entered into by more
            than one person are given or entered into jointly and severally.

1.8         Except where the context otherwise requires words denoting the
            singular include the plural and vice versa; words denoting any one
            gender include all genders; words denoting persons include
            incorporations and firms and vice versa.

1.9         Reference to clauses, sub-clauses, paragraphs and schedules are
            (unless the context requires otherwise) to clauses, sub-clauses,
            paragraphs and schedules of this Agreement.

1.10        The expressions the "Company", the "Company Shareholder" and the
            Purchaser shall unless the context requires otherwise shall include
            their successors, personal representatives and permitted assigns.

1.11        The schedules and appendices form part of this Agreement.


                                2. SALE OF SHARES

2.1         Subject to the terms of this Agreement the Company Shareholder shall
            sell as beneficial owner and the Purchaser (relying on the
            representations, warranties, agreements, covenants, undertakings and
            indemnities hereinafter referred to) shall purchase the SALE SHARES
            free from all options, liens, charges, pledges, claims, agreements,
            encumbrances, equities and other third party rights of any nature
            whatsoever and together with all rights of any nature whatsoever now
            or hereafter attaching or accruing to it including all rights to any
            dividends or other distribution declared paid or made in respect of
            them after the date of this Agreement.


                                3. CONSIDERATION

3.1         The Consideration for the Sale Shares shall be US$4,972,500, to be
            settled in accordance with the following provisions :

            a) USD$222,500 payable to the Company in cash or wire transfer
            within 30 days after the successful Completion as defined in Clause
            5 of this Agreement, and ;


                                       3
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            b) USD$4,750,000 payable in PACT Shares: equivalent to 950,000 PACT
            shares based on a valuation of $5.00 per PACT share, payable to the
            Company Shareholder.

3.2         Within 30 days of the signing of this agreement, PURCHASER shall
            deliver to COMPANY SHAREHOLDER a sum of 350,000 Restricted PACT
            Shares (the "Deposit Shares"), being a refundable deposit and
            partial payment of the purchase consideration; in addition, PACT
            shall deliver to the Escrow Agent (designated by the Purchaser) the
            sum of 600,000 PACT Shares (the "Escrow Shares"), to be held under
            the terms of an escrow agreement to be entered into with the Escrow
            Agent, being the remaining payment of the purchase consideration;

3.4         In the event that :
            (c)         the Purchaser fails to receive any required regulatory
                        approvals by the SEC, NASDAQ, or fails to receive the
                        approval of the Shareholders of PACT if required; or
            (d)         the conditions set out in Clause 5 shall not have been
                        fulfilled by the Completion Date or such other date as
                        the parties hereto may agree in writing;
            (e)         the transaction is not completed for any reason by
                        JANUARY 15, 2004; the Escrow Agreement shall provide
                        that the Deposit Shares shall be returned to the
                        Purchaser within ten (10) days following the date on
                        which the Purchaser rescinds this Agreement.

3.4         ESCROW ARRANGEMENT FOR CONSIDERATION SHARES

            COMPANY SHAREHOLDER hereby agrees and acknowledges that the total
            Consideration payable by PACT is based on COMPANY SHAREHOLDER's
            warranty in respect of the Net Income of COMPANY as described in
            this section. In this regard COMPANY SHAREHOLDER hereby agrees to
            allow the Purchaser to appoint the Escrow Agent upon the terms of
            the Escrow Agreement in the agreed terms to hold all the
            Consideration Shares to be issued in accordance with this Agreement
            on Completion and COMPANY SHAREHOLDER undertakes with PACT that it
            shall not either sell, transfer, charge, encumber, grant options
            over or otherwise dispose of, or of any legal or beneficial interest
            in any of the Consideration Shares until such part of the
            Consideration Shares are released to by the Escrow Agent to COMPANY
            SHAREHOLDER in accordance with the following schedule:
<TABLE>
<CAPTION>
        ----------------------------------------------------- ---------------- ----------------------------------
                                              RELEASE DATE    NUMBER OF              RELEASE CRITERIA BASED ON
                                                              SHARES TO BE           ACCUMULATED NET INCOME
                                                              RELEASED
        ----------------------------------------------------- ---------------- ----------------------------------
        <S>                                                   <C>              <C>
        3.4.1. After Q1 of 2004, within 30 days of            150,000          COMPANY has achieved:
        the Auditors certification that the                   restricted       Net Income for the 3 months
        auditor's review relating to COMPANY and its          PACT Shares      ending on March 31 (Q1) of 2004
        business is acceptable and can be                                      of not less than USD$375,000
        consolidated into PACT's audited accounts,
        balance sheet and financial statements, in
        accordance with the US GAAP.
        ----------------------------------------------------- ---------------- ----------------------------------
        3.4.2. After Q2 of 2004, within 30 days of the        150,000          COMPANY has achieved:
        Auditors certification that the auditor's review      restricted       Net Income for the 6 months
        relating to COMPANY and its business is acceptable    PACT Shares      ending on June 30 (Q1+Q2) of
        and can be consolidated into PACT's audited                            2004 of not less than
        accounts, balance sheet and financial statements,                      USD$750,000
        in accordance with the US GAAP.
        ----------------------------------------------------- ---------------- ----------------------------------
        3.4.3. After Q3 of 2004, within 30 days of the        150,000          COMPANY has achieved:
        Auditors certification that the auditor's review      restricted       Net Income for the 9 months
        relating to COMPANY and its business is acceptable    PACT Shares      ending on September 30
        and can be consolidated into PACT's audited                            (Q1+Q2+Q3) of 2004 of not less
        accounts, balance sheet and financial statements,                      than USD$1,125,000
        in accordance with the US GAAP.
        ----------------------------------------------------- ---------------- ----------------------------------
        3.4.4. After Q4 of 2004, within 30 days of the        150,000          COMPANY has achieved:
        Auditors certification that the auditor's review      restricted       Net Income for the 12 months
        relating to COMPANY and its business is acceptable    PACT Shares      ending on December 31
        and can be consolidated into PACT's audited                            (Q1+Q2+Q3+Q4) of 2004 of not
        accounts, balance sheet and financial statements,                      less than USD$1,500,000
        in accordance with the US GAAP.
        ----------------------------------------------------- ---------------- ----------------------------------
        Total Number of PACT Shares to be released from       600,000
        the Escrow                                            restricted
                                                              PACT Shares
        ----------------------------------------------------- ---------------- ----------------------------------
</TABLE>

                                       4
<PAGE>

            Purchaser agrees that on the relevant release date (as referred to
            in the above schedule) COMPANY SHAREHOLDER will collect the relevant
            portion of the Consideration Shares from the Escrow Agent (if the
            Release Criteria has been met).


3.5.        NET INCOME WARRANTY BY COMPANY SHAREHOLDER, BONUS SHARES, AND
            PENALTY

3.5.1       COMPANY SHAREHOLDER warrants, represents and undertakes that: (i)
            the total Net Income of COMPANY for the period from 1st January 2004
            to 31st December 2004 ("First Fiscal Year") will not be less than
            USD$1,500,000. (ii) the total Net Income of COMPANY for the period
            from 1st January 2005 to 31st December 2005 ("First Fiscal Year")
            will not be less than USD$2,000,000.


3.6.        BONUS SHARES (EARNOUT) FOR ACHIEVING NET INCOME EXCEEDING THE
            USD$1,500,000 PROFIT GUARANTEE FOR FISCAL YEAR 2004

            Subject to Completion having occurred and the terms of this
            Agreement, after the Fiscal Year 2004, within 30 days of the
            Auditors certification that the audited financial statements
            relating to COMPANY and its business is acceptable and can be
            consolidated into PACT's audited accounts, balance sheet and
            financial statements, in accordance with the US GAAP., the Company
            Shareholder shall be entitled to subscribe for and be issued and
            allotted the following number of Bonus Shares at par value based on
            the Net Income of the Company, according to the following formula:
            Number of Bonus Shares to be issued for Fiscal Year 2004 = ( Net
            Income Amount in USD$ for Fiscal Year 2004 in excess of
            USD$1,500,000) *51% / ( 30-Day Volume Weighted Average Price of the
            common stock of PACT )

3.6.1.      THE FOLLOWING IS THE DETAILED FORMULA FOR CALCULATING THE NUMBER OF
            BONUS SHARES TO BE ISSUED:

            Number of Bonus Shares to be issued for Fiscal Year 2004 = ( Actual
            Audited Net Income Amount in USD$ for Fiscal Year 2004 -
            USD$1,500,000) *51% / ( 30-Day Volume Weighted Average Price of the
            common stock of PACT beginning from the 15th trading day prior to
            the announcement of the 2004 Annual Financial Results to the 15th
            trading day after the announcement )

3.6.2.      MAXIMUM BONUS SHARES = 600,000 NEWLY ISSUED RESTRICTED PACT SHARES
            * The Number of Bonus Shares must not exceed 600,000 shares of the
            common stock of PACT

3.6.3.      Upon the Company Shareholder being entitled to subscribe for the
            relevant number of Bonus Shares pursuant to the above formula and
            payment of the par value on each Bonus Share to PACT, the Purchaser
            shall procure PACT to issue the relevant number of Bonus Shares to
            the Company Shareholder within 30 days of the Announcement of the
            Annual Result.

3.7.        PENALTY IN CASE OF SHORTFALL OF NET INCOME BELOW USD$1,500,000 FOR
            FISCAL YEAR 2004: In the event that COMPANY produces only a portion
            of the annual Net Income warranted by COMPANY SHAREHOLDER at the end
            of 2004, then COMPANY SHAREHOLDER shall return to PURCHASER the
            number of PACT shares equivalent to the dollar amount of the
            shortfall of the Net Income divided by US$5.00 (the original per
            share price of the PACT stock at the closing) .

3.9.        IN CASE OF ANY STOCK SPLIT OR REVERSE STOCK SPLIT BY PACT, THE
            NUMBER OF PACT SHARES TO BE ISSUED, AWARDED, OR RETURNED WILL BE
            ADJUSTED ACCORDING TO THE STOCK SPLIT RATIO.



                                  4. CONDITIONS

4.1         This Agreement is conditional upon:

                                       5
<PAGE>

            4.1.9       the Purchaser being satisfied with the results of a
                        legal and financial due diligence review to be conducted
                        by it on the Company;

            4.1.10      if required, the relevant stock exchange, government and
                        securities authority and regulator in the United States
                        granting listing of the PACT Shares to be issued herein;

            4.1.11      if required, a resolution at a meeting of the Directors
                        of PACT approving this Agreement, the purchase of the
                        Sale Shares, creating and giving authority for the issue
                        of the Consideration Shares, the implementation of the
                        transactions contemplated hereunder and all other
                        matters incidental hereto in accordance with the
                        provisions of PACT's articles of association and Bylaws
                        and such rules, regulations and laws in force from time
                        to time in the United States and which apply to PACT;

            4.1.12      if required, the shareholders of PACT at a meeting of
                        shareholders approving this Agreement, the purchase of
                        the Sale Shares, creating and giving authority for the
                        issue of the Consideration Shares, the implementation of
                        the transactions contemplated hereunder and all other
                        matters incidental hereto in accordance with the
                        provisions of PACT's articles of association and Bylaws
                        and such rules, regulations and laws in force from time
                        to time in the United States and which apply to PACT;

            4.1.13      all amounts outstanding to the COMPANY SHAREHOLDER by
                        the Company have been either repaid to the COMPANY or
                        otherwise waived; and

4.2         If the conditions set out in Clause 4.1 shall not have been
            fulfilled, or as the case may be, waived by the Purchaser, on or
            before January 15, 2004or such later date as the parties may agree,
            this Agreement shall lapse and be of no further effect whereupon the
            Deposit Shares shall be returned to the Purchaser in accordance with
            Clause 3.3 and no party to this Agreement shall have any claim
            against or liability to the other party save in respect of any
            antecedent breaches of this Agreement, including any breaches of
            this Clause 4.

4.3         The COMPANY SHAREHOLDER and the Company undertakes to disclose in
            writing to the Purchaser anything which will or may prevent any of
            the conditions from being satisfied at or prior to Completion, as
            applicable, immediately upon the COMPANY SHAREHOLDER and/or the
            Company becoming aware of such a situation.

4.4         From the date of this Agreement until Completion, except for the
            transactions described herein or otherwise with the prior written
            consent of the Purchaser :

            (a)         The COMPANY SHAREHOLDER warrants and undertakes that
                        they will cause the Company to :

                      (i)     conduct its business in the ordinary course and
                              consistent with past practices;

                      (ii)    use its best efforts to maintain in full force and
                              effect the existence of the Company;

                      (iii)   promptly and timely prepare and file any financial
                              reports and franchise tax returns and pay all
                              taxes and assessments, if any, required to
                              maintain the existence of the Company;

                      (iv)    keep records in which true and correct entries
                              will be made of all material transactions by and
                              with the Company;

                      (v)     duly observe all material requirements of
                              governmental authorities unless contested in good
                              faith by appropriate proceedings with the consent
                              of the Purchaser;

                      (vi)    promptly pay and discharge, or cause to be paid
                              and discharged, when due and payable, all lawful
                              taxes, assessments and governmental charges or
                              levies imposed upon the income, profits, property
                              or business of the Company unless contested in
                              good faith by appropriate proceedings with the
                              consent of the Purchaser;

                                       6
<PAGE>

                      (viii)  at all times comply with the provisions of all
                              contracts, agreements and leases to which the
                              Company is a party, unless contested in good faith
                              by appropriate proceedings with the consent of the
                              Purchaser;

                      (ix)    to use best endeavors to procure that the
                              employees of the Company at the date of this
                              Agreement remain and continue as employees after
                              completion;

            (b)         The COMPANY SHAREHOLDER warrants and undertakes to cause
                        the Company not to:

                      (i)     modify its [Memorandum or Articles of Association]
                              [Bylaws];

                      (ii)    cause or permit its liquidation or dissolution;

                      (iii)   institute, or permit to be instituted against it,
                              any proceeding, which remains undismissed for a
                              period of [30] days after the filing thereof,
                              seeking to adjudicate it as bankrupt or insolvent,
                              or seeking liquidation, winding-up,
                              reorganization, arrangement, adjustment,
                              protection, relief or composition of it or its
                              debts under any law relating to bankruptcy,
                              insolvency or reorganization or relief of debtors,
                              or seeking the entry of any order or relief or the
                              appointment of receiver, trustee or other similar
                              official for it or for any substantial part of its
                              property;

                      (iv)    make a general assignment for the benefit of its
                              creditors;

                      (v)     except as agreed in this Agreement, declare or pay
                              any dividend or make any distribution to any of
                              its shareholders;

                      (vi)    issue, redeem, sell or dispose of, or create any
                              obligation to issue, redeem, sell or dispose of,
                              any shares of its capital stock (whether
                              authorized but unissued or held in treasury);

                      (vii)   effect any stock split, reclassification or
                              combination;

                      (viii)  modify its agreements and other obligations with
                              respect to its long-term indebtedness, including
                              but not limited to its loan agreements,
                              indentures, mortgages, debentures, notes and
                              security agreements;

4.5         Until Completion, the COMPANY SHAREHOLDER and the Company shall
            procure that the Purchaser, its agents and representatives are given
            reasonable access to such documents relating to the Company , as the
            Purchaser shall request.

4.6         The COMPANY SHAREHOLDER warrants, represents and undertakes that
            there shall have been no Material Adverse Change in the assets or
            the business, prospects, financial condition or results of
            operations of the Company .

4.7         The Purchaser shall be entitled to rescind this Agreement by notice
            in writing to the COMPANY SHAREHOLDER and the Company if prior to
            Completion it appears that any of the Warranties is not or was not
            true and accurate in all respects or if any act or event occurs
            which, had it occurred on or before the date of this Agreement,
            would have constituted a breach of any of the Warranties or if there
            is any material non fulfillment of any of the Warranties which
            (being capable of remedy) is not remedied prior to Completion.


                                       7
<PAGE>

                                  5. COMPLETION

5.1         Subject to the terms of this Agreement, Completion shall take place
            pursuant to this clause at the offices of the Purchaser's Legal
            Counsel on the Completion Date.

5.2         Upon Completion the COMPANY SHAREHOLDER and the Company shall:

            (a) deliver to the Purchaser:

                      (i)     duly completed and signed transfers of the Sale
                              Shares by the registered holders thereof in favor
                              of the Purchaser or as it may direct together with
                              the relative bought/sold notes and share
                              certificates;

                      (ii)    duly completed, executed and validly issued share
                              certificates of the Sale Shares in favor of the
                              Purchaser or as it may direct;

                      (iii)   certified true copies of the minutes of meetings
                              of the Company's board of directors and
                              shareholders approving the transfer, assignment
                              and allotment of the Sale Shares to the Purchaser;

                      (v)     certified true copies of the minutes of COMPANY's
                              board of directors and shareholders approving this
                              Agreement and all matters herein contemplated and
                              the transfer and assignment of its Sale Shares to
                              the Purchaser;



                 6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

6.1         The Company, the COMPANY SHAREHOLDER and the WARRANTOR jointly and
            severally, represents, warrants and undertakes to the Purchaser (to
            the intent that the provisions of this clause shall continue to have
            full force and effect notwithstanding completion) that :

            6.1.1     each of the Warranties is true and accurate in all
                      respects and not misleading at the date of this Agreement
                      and will continue to be true and accurate in all respects
                      and not misleading up to and including the Completion
                      Date;

            6.1.2     the Company and the COMPANY SHAREHOLDER have and will have
                      full power and authority to enter into and perform this
                      Agreement and the Deed of Indemnity which constitute or
                      when executed will constitute binding obligations on them
                      in accordance with their respective terms;

            6.1.3     the Sale Shares will constitute 51 PER CENT. of the entire
                      issued and allotted capital of the Company on a fully
                      diluted basis;

            6.1.4     there have been no options, warrants, pledges, bonds or
                      any instrument or agreement of the like whatsoever granted
                      to any third party by any of the COMPANY SHAREHOLDER, the
                      Company in favor of any third party in respect of any
                      shares in the Company ;

            6.1.5     there is and at completion will be no pledge, lien or
                      other encumbrance on, over or affecting the Sale Shares
                      and there is and at completion will be no agreement or
                      arrangement to give or create any such encumbrance and no
                      claim has been or will be made by any person to be
                      entitled to any of the foregoing;

            6.1.6     the COMPANY SHAREHOLDER will be entitled to transfer the
                      full legal and beneficial ownership of the Sale Shares to
                      the Purchaser on the terms of this Agreement without the
                      consent of any third party;

            6.1.7     the Company is duly incorporated and validly existing in
                      its relevant jurisdiction of incorporation.

                                       8
<PAGE>


                                  7. INDEMNITY

7.1         The COMPANY SHAREHOLDER and the WARRANTOR will indemnify and will
            keep indemnified and save harmless the Purchaser (for itself and as
            trustee for the Company from and against any and all losses, claims,
            damages (including lost profits, consequential damages, interest,
            penalties, fines and monetary sanctions) liabilities and costs
            incurred or suffered by the Purchaser by reason of, resulting from,
            in connection with, or arising in any manner whatsoever out of the
            breach of any Warranties or covenants or the inaccuracy of any
            representation of the COMPANY SHAREHOLDER or the WARRANTOR contained
            or referred to in this Agreement or in any agreement, instrument or
            document delivered by or on behalf of the COMPANY SHAREHOLDER or the
            WARRANTOR in connection therewith including, but not limited to, any
            dimunition in the value of the assets of and any payment made or
            required to be made by the Purchaser or the Company or any
            Subsidiary and any costs and expenses incurred as a result of such
            breach provided that the indemnity contained in this clause 9 shall
            be without prejudice to any other rights and remedies available to
            the Purchaser;

                                    8. COSTS

8.1         The Purchaser shall pay for all the due diligence costs including
            auditing and valuation appraisal costs, fairness opinion letter,
            legal costs, and expenses and other incidental costs and
            disbursements in relation to the negotiations leading up to the
            purchase of the Sale Shares and to the preparation, execution and
            carrying into effect of this Agreement.


                              9. COMPLETE AGREEMENT

            This Agreement represents the entire and complete agreement between
            the parties in relation to the subject matter hereof and supersedes
            any previous agreement whether written or oral in relation thereto.
            No variations to this Agreement shall be effective unless made or
            confirmed in writing and signed by all the parties hereto.


                                10. SEVERABILITY

            In the event that any provision of this Agreement is held to be
            unenforceable, illegal or invalid by any court of competent
            jurisdiction, the validity, legality or enforceability of the
            remaining provisions shall not be affected nor shall any subsequent
            application of such provisions be affected. In lieu of any such
            invalid, illegal or unenforceable provision, the parties hereto
            intend that there shall be added as part of this Agreement a
            provision as similar in terms to such invalid, illegal or
            unenforceable provision as may be possible and be valid, legal and
            enforceable.


                                11. COUNTERPARTS

            This Agreement may be executed in counterparts with the same force
            and effect as if executed on a single document and all such
            counterparts shall constitute one and the same instrument.


                                   12. NOTICES

12.1        Any notice required to be given under this Agreement shall be
            sufficiently given if delivered in person, forwarded by registered
            post or sent by overnight international couriers or facsimile
            transmission to the relevant party at its address, or fax number set
            out below (or such other address as the addressee has by five days
            prior written notice specified to the other parties) :

            To the Purchaser   :
            Tony Tong, Chairman & CEO
            PacificNet Strategic Investment Holdings Limited and PacificNet Inc.
            Room 3813, Hong Kong Plaza, 188 Connaught Road West, Hong Kong.
            Tel: +852-28762900
            Fax: +852-28590900

                                       9
<PAGE>

            To the COMPANY     :
            Attn:  Mr. Zhao Wanzong, Chairman
            Beijing Linkhead Technologies Ltd., Co.
            1601, 26 Building, 3 Block, Anzhenli, Chao Yang District, Beijing
            100029.

            To the COMPANY SHAREHOLDER:
              Attn:  Mr. Hsu Keyu, Chairman
              EWINGS HOLDING GROUP INC
              Offshore Incorporations Limited, PO Box 3444, Offshore
              Incorporations Center, Road Town, Tortola, British Virgin Islands,
              and

              Attn:  Mr. Lin Bin, Chairman
              GREAT MIND CONSULTANTS LIMITED
              Offshore Incorporations Limited, PO Box 957, Offshore
              Incorporations Center, Road Town, Tortola, British Virgin Islands

              Attn:  Mr. Zhao Wanzong, Chairman
              BEIJING XIN DA BEI TECHNOLOGIES, LTD
              4th floor, JingXin Building Annex, 2A Dong San Huan North Rd.,
              Beijing, China, 100027

            To the WARRANTOR   :
            Mr. Lin Bin
            1601, 26 Building, 3 Block, Anzhenli, Chao Yang District,
            Beijing 100029.

                       13. GOVERNING LAW AND JURISDICTION

            The parties hereby agree that the Purchase Agreement and all
            questions relating to their validity, interpretation, performance
            and enforcement, shall be governed by and construed in accordance
            with the laws of the State of Delaware, notwithstanding any Delaware
            or other conflict-of-law provisions to the contrary. Any legal
            action or other legal proceeding relating to this Agreement or the
            enforcement of any provision of the Purchase Agreement and this
            Supplement may be brought or otherwise commenced in any state or
            federal court located either in Delaware, Minnesota or Hong Kong.


            IN WITNESS WHEREOF, each of the Purchaser, the Company, the Company
Shareholder, and the WARRANTOR has duly executed, or has caused to be duly
executed by their respective officers thereunto duly authorized, this Agreement
as of the date first written above.

                                       10
<PAGE>




<PAGE>


THE PURCHASER:  PACIFICNET STRATEGIC INVESTMENT HOLDINGS LIMITED AND PACIFICNET
INC.


                      By: /s/ Victor Tong
                          ------------------------------------
                          Name: Victor Tong
                          Title: Executive Officer


THE COMPANY:  BEIJING LINKHEAD TECHNOLOGIES LTD, CO.


                      By: /s/  Zhao Wanzong
                          -----------------------
                          Name: Zhao Wanzong
                          Title: Chairman


THE COMPANY SHAREHOLDER:
                      By: /s/  Mr. Hsu Keyu,
                          ------------------------------------
                           Name: Hsu Keyu
                           Title: Chairman
                           EWINGS HOLDING GROUP INC

                      By: /s/  Mr. Lin Bin,
                          ------------------------------------
                          Name: Lin Bin
                          Title: Chairman
                          GREAT MIND CONSULTANTS LIMITED

                      By: /s/  Mr. Zhao Wanzong,
                          ------------------------------------
                          Name: Zhao Wanzong
                          Title: Chairman
                          BEIJING XIN DA BEI TECHNOLOGIES, LTD


THE WARRANTOR:

                      By: /s/  LIN BIN
                          ------------------------------------
                          Name: LIN BIN
                          Title: CEO
                          BEIJING LINKHEAD TECHNOLOGIES LTD, CO.

                                       11
<PAGE>

        SCHEDULE 1

        PART I
        THE COMPANY, COMPANY SHAREHOLDER, AND SHARES

Company Name:  Beijing Linkhead Limited
<TABLE>
<CAPTION>

NAME OF SHAREHOLDER (1)                   (2)   NUMBER OF SHARES HELD BY THE SHAREHOLDER
--------------------                            ----------------------------------------
<S>                                       <C>
EWINGS HOLDING GROUP INC                  25.5%
GREAT MIND CONSULTANTS LIMITED            33%
BEIJING XIN DA BEI TECHNOLOGIES, LTD      41.5%




        PART II
        THE COMPANY SHAREHOLDER AND SHARES

Company Name:  EWINGS HOLDING GROUP INC
NAME OF SHAREHOLDER (1)              (2)   NUMBER OF SHARES HELD BY THE SHAREHOLDER
--------------------                       ----------------------------------------
HSU KEYU                             100%

Company Name:  GREAT MIND CONSULTANTS LIMITED
NAME OF SHAREHOLDER (1)              (2)   NUMBER OF SHARES HELD BY THE SHAREHOLDER
--------------------                       ----------------------------------------
LIN BIN                              100%

Company Name:  BEIJING XIN DA BEI TECHNOLOGIES, LTD
NAME OF SHAREHOLDER (1)              (2)   NUMBER OF SHARES HELD BY THE SHAREHOLDER
--------------------                       ----------------------------------------
ZHAO WANZONG                         100%

</TABLE>


                                       12
<PAGE>

        SCHEDULE 2

        PART I
        THE COMPANY


NAME                            :    Beijing Linkhead Technologies Ltd., Co.

INCORPORATED IN                 :    People's Republic of China

AUTHORIZED SHARE CAPITAL        :    1,200,000 US DOLLARS

NO. ISSUED SHARES               :    120,000,000 SHARES
NOMINAL SHARE VALUE             :    US$0.01
ISSUED SHARE CAPITAL            :    US$1,200,000

REGISTERED OFFICE               :    1-1304 WAN LIU YANG CHUN GUANG HUA JIA YUAN
                                     HAI DIAN DISTRICT, BEIJING, 100029

BENEFICIAL SHAREHOLDERS         :
                                     EWINGS HOLDING GROUP INC
                                     GREAT MIND CONSULTANTS LIMITED
                                     BEIJING XIN DA BEI TECHNOLOGIES, LTD


REGISTERED SHAREHOLDERS         :
                                     EWINGS HOLDING GROUP INC
                                     GREAT MIND CONSULTANTS LIMITED
                                     BEIJING XIN DA BEI TECHNOLOGIES, LTD

DIRECTORS                       :    ,
                                     Mr. Zhao Wanzong,
                                     Mr. Lin Bin,
                                     Mr. Alan Lu
                                     Mr. Dai Zhonglin
                                     Mr. Hsu Keyu

SECRETARY                       :    Mr. Lin Bin


                                       13