EXHIBIT 10.1

                                LETTER OF INTENT

BETWEEN:

         XIN NET CORP.
         830-789 West Pender St.
         Vancouver, BC
         CANADA V6C 1H2                     (HEREIN AFTER "XIN NET")

AND

         PROTECTSERVE PACIFIC LTD.
         1101, China Insurance Group Building
         141 Des Voeux Road Central
         HONG KONG                          (HEREIN AFTER "PSP")

WHEREAS XIN NET is a company incorporated in the State of Florida,  USA, engaged
in the business of Internet-related  services provision in China through a joint
venture with a Chinese partner;

AND WHEREAS PSP is a Hong Kong incorporated  company and an innovative developer
and provider of State-of-the-Art  Web-based  Surveillance  Monitoring & Control,
Data Acquisition, Internet Services and Wireless Communication Systems.

THEREFORE,  after  friendly  discussions,  XIN NET and PSP mutually agree to the
following:

-  XIN NET will acquire 100% of PSP.

-  XIN NET will grant  restricted  common  shares (to a maximum of 19.66%),  and
   stock  purchase  options  to PSP.  The exact  number of shares  and/or  stock
   purchase  options  granted  will be  determined  according to a formula to be
   agreed on by both parties,  but based on the  performance of PSP. The formula
   will be geared  towards a PSP net  (after  tax)  profit  threshold  of HKD 13
   million,  calculated  according to US GAAP, for the 12-month operating period
   ending on June 30, 2002.

-  PSP will be granted representation on XIN NET Board of Directors as thus: PSP
   will  nominate  three (3)  directors to be added to the existing XIN NET four
   (4)-person  Board  of  Directors  after  the  signing  of a  formal  purchase
   agreement.  PSP will  provide the names of these three (3)  directors  before
   August 3, 2001 to be added to the list of directors of Xin Net  nominated for
   election at the Company's  Annual General  Meeting planned in September 2001.
   PSP is further  entitled  to  nominate  two (2)  additional  directors  if it


                                      -1-
<PAGE>

   achieves the  above-mentioned HKD 13 million net (after tax) income threshold
   by June 30, 2002.

-  XIN NET will contribute cash of  approximately  USD 800,000 or RMB equivalent
   towards the acquisition,  expansion and management of the PSP business.  Cash
   contributions  to expand  the PSP  business  will be made on a "as  required"
   basis.  Capital  expenditure  will commence once a budget is approved by both
   parties.  Any cash  contributions made by Xin Net prior to the signature of a
   formal  purchase  agreement  will be in the form of secured loans made by Xin
   Net to PSP.

-  PSP will report to XIN NET its  operating  cash flow  position on a bi-weekly
   basis. Furthermore,  any contract or capital expenditure commitment exceeding
   USD 50,000 will need XIN NET approval.

The above agreement is subject to:

-  XIN NET  Board of  Directors  being  satisfied  with the  results  of its due
   diligence on PSP. The due diligence  will  comprise,  but will not be limited
   to: an audited  financial  statement for the period  February 1, 2001 to June
   30, 2001; a review of the forecast for the period July 2001-June  2002; and a
   review of PSP franchise and license agreements with  ProtectServe.com  (USA).
   The relevant  documents are to be provided by PSP by August 3, 2001.  XIN NET
   must complete its due diligence by August 9, 2001.

-  a formal  purchase  agreement of which the above  agreement  forms the basis,
   being signed by both parties before September 8, 2001.

-  XIN NET  distributing  as dividend to its current  shareholders  its existing
   Internet-related  business (Internet access provision "ISP" services,  domain
   name registration services, web design & web hosting services, and e-commerce
   solutions and other  value-added  services).  Any proceeds from Xin Net Stock
   Purchase  Options  and/or  Warrants  which  are  exercised  after the date of
   signature of a formal  purchase  agreement will not be distributed as part of
   that  dividend,  but will be retained  as funds for  expanding  PSP  business
   and/or working capital for PSP business.

Signed this 31st day of July, 2001.

ON BEHALF OF XIN NET CORP.                ON BEHALF OF PROTECTSERVE PACIFIC LTD.

/s/Marc Hung                              /s/Justin Kwei
------------------                        -------------------------
Marc Hung, President                      Justin Kwei, President & CEO


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<PAGE>
<TABLE>
<CAPTION>
                        FORMULA FOR DETERMINING NUMBER OF
          XIN NET CORP. SHARES AND STOCK PURCHASE OPTIONS TO BE GRANTED
                          TO PROTECTSERVE PACIFIC LTD.
<S>                                                    <C>
------------------------------------------------------ -------------------------------------------------------
PSP NET (AFTER TAX) INCOME (US GAAP)                   NUMBER OF SHARES AND/OR
FOR 12-MONTH PERIOD ENDED 06/30/2002                   STOCK OPTIONS GRANTED
------------------------------------------------------ -------------------------------------------------------
LOSS OR ZERO                                           Nil(1)

HKD    1-2,000,000                                     1-2,000,000 Shares(1) Pro-rated

HKD    2,000,001-3,000,000                             2,000,001-4,200,000 Shares(1) Pro-rated

HKD    3,000,001-11,000,000                            4,200,000 Shares Granted
                                                       Plus 0-16,000,000 Stock Options(2) Pro-rated

HKD   11,000,001- 13,000,000                           4,200,000 Shares Granted
                                                       Plus 18,031,800 Stock Options(2) Granted

HKD   13,000,001 or more                               4,200,000 Shares Granted
                                                       Plus 18,031,800 Stock Options(2) Granted
                                                       Plus Additional(3) Stock Options to PSP management
                                                       and employees according to Xin Net Stock Option Plan
------------------------------------------------------ -------------------------------------------------------
</TABLE>

(1)       Xin Net  Corp.  will  issue  4,200,000  restricted  common  shares  to
          ProtectServe  Pacific  Ltd.  after the signing of the formal  purchase
          agreement and after Xin Net Corp.  Annual General  Meeting  planned in
          September 2001. The difference between the number of shares issued and
          the actual number of shares  granted to PSP will be bought back by Xin
          Net Corp., on demand, at the rate of USD 0.001 per share.

(2)       Stock Purchase Options will be priced at USD 0.001 per option;  expiry
          date will be five (5) years after date of grant.

(3)       Amount,  price  and  expiry  date  of  additional  options  are  to be
          determined by the Board of Directors in accordance  with Company Stock
          Option Plan.

Signed this 31st Day of July, 2001.

ON BEHALF OF XIN NET CORP.               ON BEHALF OF PROTECTSERVE PACIFIC LTD.

/s/Marc Hung                             /s/Justin Kwei
------------------                       -------------------------
Marc Hung, President                     Justin Kwei, President & CEO