FORM OF VOTING AGREEMENT

TO: The Purchasers of Pacificnet, Inc. Debentures and Warrants

To Whom It May Concern:

This letter will confirm my agreement to vote all shares of Pacificnet, Inc. (“PACT”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of PACT to approve the issuance, in the aggregate, of more than 19.999% of the number of shares of comm