EXHIBIT 10.1

                            ASSETS TRANSFER AGREEMENT

This Assets Transfer Agreement  (hereafter  "Agreement") made by both parties on
June 22, 2001 in Beijing.

THE PARTIES:

Party A (Transferor):               Beijing Xin Hai Technology Development Ltd.
Registered Address:                 Room 1858, New Century Office Tower, No.6
                                    Southern Road, Capital Gymnasium, Beijing

Legal Representative:               Mingming Lu


Party B (Transferee):               Beijing Sino Soft Intel Information
                                    Technology Ltd.
Registered Address:                 2nd floor,  No. 9 A, East  Tucheng Rd,
                                    Heping  Street,  Chaoyang District, Beijing.

Legal Representative:               Xia Gao

Recital:

1.       Party A possesses  certain ISP assets  including  equipment and related
         operating  equipment  that is capable of providing  ISP services to the
         general public prior to the effective date of this  Agreement.  Party A
         wishes  to  transfer  the  above  mentioned  assets,  related  permits,
         software,  contracts, and subscribers to Party B according to the terms
         of this Agreement.

2.       Party B wishes  to accept  the above  mentioned  operating  assets  and
         intangible assets including related permits,  software,  contracts, and
         subscribers.

3.       Party A agrees not to re-enter the Internet  access business (i.e.  ISP
         services) in the future.

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     Through friendly negotiation, the parties come to the following agreement:

     ARTICLE 1 DEFINITION

     Other than specifically specified,  the following terms shall have the same
     meaning throughout the Agreement including all supplements and addendum:

Transfer  Assets:   referring to all of the  Transferor's  equipment and related
                    operating   equipment  that  is  capable  of  providing  ISP
                    services to the general  public prior to the effective  date
                    of this  Agreement,  including  related  permits,  software,
                    contracts, and subscribers.

Transfer Equipment: referring to all the fixed equipment  listed in Supplement 1
                    of the Agreement.

Subscribers:        referring to all the  Transferor's  ISP customers  until the
                    effective day of the Agreement.

Technical Information:
                    referring  to basic  technical  information  related  to the
                    Transfer Equipment listed in Supplement 1, and documentation
                    that ensures the proper operation of the Transfer  Equipment
                    such  as  usage  and  maintenance  specifications,  the  ISP
                    related   operations  and  financial  data,  and  subscriber
                    information.

Related Services:   referring to the related  permits and rights that  accompany
                    the transfer as listed in Supplement 2 of this Agreement.

Employees:          referring  to  the   Transferor's   employees   with  formal
                    employment  contract that are  associated  with the Transfer
                    Assets as listed is in Supplement 3 of the Agreement.

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     ARTICLE 2 TRANSFER ASSETS

2.1       In accordance  with the provisions of this  Agreement,  the Transferor
          agrees to transfer the above-mentioned  assets to the Transferee,  and
          the Transferee agrees to accept such assets from the Transferor.

2.2       The Parties agree that the price of Transfer  Assets to be US$700,000.
          The Transferor  agrees to accept payment in Renminbi with the official
          exchange rate of the day as the basis of conversion.

2.3       The Transferor  will provide  assistance to the Transferee  throughout
          the transfer process.

2.4       This Agreement is subject to the approval of Xin Net  shareholders  at
          the next General Meeting.

     ARTICLE 3 TRANSFER PROCEDURE

3.1       The Transferee will assume operations of the Transfer Equipment at the
          effective  date of this  Agreement;  transfer of  technical  and other
          intangibles  should  commence  so as the  Transferee  can assume  full
          operations.

3.2       The Transferee will within 5 days examine and verify that the Transfer
          Equipment  corresponds to Supplement 1 of this Agreement.  After which
          an acceptance memorandum will be executed by both parties.

3.3       The Transferor  will perform the process of  transferring  the Related
          Services as listed in  Supplement 2  immediately  after the  effective
          date of the Agreement.

3.4       Unless with written  notice from the  Transferee,  the  Transferor  is
          responsible  for all  expenses  (including  but not limit to equipment


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          maintenance,  insurance,  and other  operating  expenses) prior to the
          transfer of the Transfer  Equipment and Technical  Information  to the
          Transferee.

3.5       The Transferee agrees to pay a guarantee deposit of US$ 350,000 to the
          Transferor  on the day of signing of this  Agreement.  The US$ 350,000
          balance  will  be  paid  after  approval  is  obtained  from  Xin  Net
          shareholders at the next General Meeting.

3.6       After the Transferee  makes a payment,  the  Transferor  will transfer
          proportional ownership of the Transfer Assets to the Transferee. It is
          after the Transferee has made all the payments that it will have total
          ownership of the Transfer Assets .

     ARTICLE 4 EMPLOYEES

4.1       To facilitate a smooth transfer, the parties agree that the Transferee
          will continue to retain all the Transferor's  employees related to the
          ISP business,  relieving the  Transferor  from all related  employment
          contracts.

4.2       The  Transferor  will  provide  detail  information  of each  employee
          including  but  not  limited  to  their   employment   contract,   job
          description and  responsibility,  wages,  bonus,  benefit,  insurance,
          incentive method and other related information.

4.3       The  Transferor  will  be  responsible  for  the  cancellation  of the
          existing employment  contracts and try its best to entice the employee
          to  accept a new  contract  with the  Transferee.  The  Transferor  is
          responsible  for all  employment  costs prior to the effective date of
          the Agreement.

4.4       The  Transferee  will  offer  six-month  employment  contract  without
          probation to employees that would like to continue with the Transferee
          with the same wages and benefits.  The Transferee also guarantees that
          employees will not be let go without cause for six months.


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     ARTICLE 5 TERMINATION

5.1       After the effect date of this Agreement,  if either party breaches its
          responsibility,  declaration  or guarantee as defined in the Agreement
          or has made a false or  misleading  declaration,  then the other party
          has  the  right  to  unilaterally   terminate  the  Agreement  without
          liability.

5.2       When either party unilaterally  terminates the Agreement  according to
          the above article,  it should give a written notice to the other party
          and the Agreement is considered to be terminated as soon as the notice
          is given.

     ARTICLE 6 WARRANTIES

6.1       The   Transferor   hereby  makes  the  following   warranties  to  the
          Transferee:

     A. General items:

          A1.       The Transferor is a legal limited  corporation  set up based
                    on the Chinese Laws and has the right and ability to execute
                    and implement this Agreement.

          A2.       The   Transferor   has  obtained  all  the   permission  and
                    authorization  for executing and implementing this Agreement
                    unless indicated otherwise in this Agreement.

     B. Ownership of Transfer Assets

          B1.       The Transferor has legal  ownership and  utilization  rights
                    for all the Transfer Assets.

          B2.       There is no lien,  mortgage,  leasehold,  and  permission or
                    other burden or third party right or other  restriction that
                    affects the Transfer Assets as defined in this Agreement.

          B3.       When the Transferor  transfers the ownership of the Transfer
                    Assets  to the  Transferee  according  to the  terms of this
                    Agreement,   the  Transferee  will  have  the   proportional
                    ownership  and  full  utilization  right  for  the  Transfer
                    Assets.  Execution of the ownership and  utilization  rights
                    will not conflict with any laws,  regulations,  or any third


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                    party rights.  From the effective  date of this Agreement up
                    to the day the  Transferee  completes  all the  payments and
                    obtains full ownership of the Transfer Assets,  all revenues
                    and  expenses  related  to the  operations  of the  Transfer
                    Assets  accrue  to the  Transferee.  At the  same  time  the
                    Transferee will take proportional  ownership of the Transfer
                    Assets.  Unless  with  permission  of  the  Transferor,  the
                    Transferee cannot engage in any dealings with the portion of
                    the Transfer  Assets in any manner that the Transferee  does
                    not own. B4. After the effective date of this Agreement, all
                    revenues   generated  by  Transfer   Assets  accrue  to  the
                    Transferee.  If  any  revenue  gets  into  the  Transferor`s
                    account  due  to  delays  caused  by   transferring   agency
                    contracts,  the  Transferor  will credit the revenues to the
                    Transferee on a timely basis.

     D. Technical Information

     The  Transferor  has not granted any rights of the  Technical  Information,
     confidential  information or other  utilization  right to a third party. It
     has no infringed on any third party right or other intellectual property by
     using Technical  Information.  Therefore,  the Transferee will not infringe
     any third party right or other intellectual property by using the Technical
     Information from the Transferor.

     E. Lawsuit

     The Transferor is not a party to any lawsuit or arbitration  related to the
     Transfer  Assets.  It also does not  foresee  any  lawsuit  or  arbitration
     related with the Transfer Assets.

     F. Tax

          F1.       Before the effective date of the  Agreement,  the Transferor
                    is  responsible  for all taxes that it should or may bear to
                    the different governing bodies.

          F2.       After the  Transferee  has obtained  ownership and operation
                    rights of the Transfer Assets,  it does not have to bear any
                    taxes related with Transfer Assets before the effective date
                    as mentioned above.

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6.2       The   Transferee   hereby  makes  the  following   warranties  to  the
          Transferor: The Transferee is a legal limited corporation set up based
          on the  Chinese  Laws and has the right and  ability  to  execute  and
          implement  this  Agreement.   The  Transferee  has  obtained  all  the
          permission  and  authorization  for  executing and  implementing  this
          Agreement unless indicated otherwise in this Agreement.

     ARTICLE 8  COVENANT

8.1       The Transferor hereby makes the following covenants to the Transferee:

          (1)       The  Transferor  agrees to keep the Transfer  Assets in good
                    working order prior to transferring  to the Transferee.  The
                    Transferor  will maintain the assets and ensure the Transfer
                    Assets  are  in  good  working   condition   (as  listed  in
                    Supplement 1, except normal wear and tear);

          (2)       The Transferor  guarantees that the Transferee owns the sole
                    user rights to the  Transfer  Assets from the  transfer  day
                    according to this Agreement.  This however,  does not affect
                    the  Transferee's  right on future claims by the  Transferee
                    under terms of this  Agreement.  If disputes  occur with any
                    third  party  concerning  the user  rights  of the  Transfer
                    Assets, it is the Transferor's responsibility to resolve the
                    dispute and bear all the  compensation,  expenses  and other
                    responsibilities  related to the dispute.  If the Transferee
                    suffers  any  loss  due to such  third  party  dispute,  the
                    Transferor is liable to compensate  the  Transferee for such
                    loss.

          (3)       The Transferor  guarantees to finish  transferring Part 1 of
                    Supplement 2 in a timely  manner and use its best efforts to
                    assist the Transferee to complete Part 2 of Supplement 2.

          (4)       The Transferor  guarantees that during interim  transferring
                    period all the transferring procedures are legal.

8.2      The Transferee hereby makes the following covenants to the Transferor:

          (1)       The  Transferee  promises  to make all the  payments  to the
                    Transferor  within the stated time according to the terms of
                    this Agreement.

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          (2)       After the effective  date of the  Agreement,  the Transferee
                    will continue to provide services unconditionally  according
                    to the existing  agreements  between the  Transferor and its
                    subscribers.

     ARTICLE 9 BREACH OF AGREEMENT

9.1       Any of the following constitutes breach by either party:

          (1)       Being  in  breach  of any of the  responsibilities  in  this
                    Agreement;
          (2)       Being in breach of any of the  warranties  and  covenants in
                    this Agreement;
          (3)       Any false declarations, warranties and covenants;
          (4)       The  operating  data from  January to March  provided by the
                    Transferor is severely misstated.

9.2       If either party is in breach of the  Agreement  after the Agreement is
          effective,  the other  party has the right to ask for remedy  within a
          certain  time  period;  or delay asset  transfer  or delay  payment or
          terminate the Agreement.  It also has the right to claim  compensation
          and penalty from the breach party.

9.3       If either  party is in breach of the  Agreement  after all assets have
          been  transferred or full payment has been made according to the terms
          of the Agreement,  the other party has the right to claim compensation
          and penalty from the breach party.

9.4       If the Agreement is  terminated  due to severe breach of the Agreement
          by one party,  the breach  party should pay 10% of the total amount of
          the Contract to the other party for compensation.

9.4       If both Parties are at fault,  then each party is responsible  for its
          own actions.

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     ARTICLE 10 DISPUTE SETTLEMENT

          Any disputes  arising from the execution of or in connection  with the
          Agreement shall be settled through friendly consultations between both
          Parties.  In case no settlement can be arrived through  consultations,
          the dispute shall be submitted to Beijing  Arbitration  Commission for
          arbitration.  The  arbitration  decision is final and binding for both
          parties.

     ARTICLE 11 NOTICE

          Any notice or other connection  between the parties must be in written
          format  and may be  delivered  by  person or sent by fax,  express  or
          registered post. The sender should pay postage.

     ARTICLE 12 EFFECTIVE DATES AND OTHERS

12.1      The  condition of the  Agreement to be  effective:  Execution by legal
          representatives  or  authorized  representatives  of both  parties and
          sealed with both corporate seals.

12.2      Both Parties agree:
          The  Agreement  will  take  effect  on June  22,  2001.  Prior  to the
          effective day, the Transferor  owns and bears all the  liabilities and
          rights related with Transfer  Assets.  From the effective date of this
          Agreement up to the day the Transferee  completes all the payments and
          obtains  full  ownership  of the  Transfer  Assets,  all  revenues and
          expenses  related to the  operations of the Transfer  Assets accrue to
          the Transferee. At the same time the Transferee will take proportional
          ownership of the Transfer Assets.  After the Transferee  completes all
          payments,  the  Transferee  will retain full ownership of the Transfer
          Assets with all its rights and privileges.

12.3      The parties will cover any omissions  with  Supplementary  Agreements.
          This  Agreement  and all the  Supplements  is  deemed to have the same
          legal force.

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Party A:                                    Party B:
Legal Representative: Mingming Lu           Legal Representative: Xia Gao
Date: June 22, 2001                         Date: June 22, 2001



















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