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<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[X   ] Annual report pursuant to Section 13 or 15(d) of the Securities  Exchange
     Act of 1934 For the Fiscal Year Ended December 31, 2000
                                       or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
                                   Act of 1934

                        Commission file number 333-72975

                            Financial Intranet, Inc.
                   -------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

             Nevada                                   88-0357272
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                 90 Grove Street, Suite 01, Ridgefield, CT 06778
            --------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                    Issuer's Telephone Number: (203) 431-8300

           Securities registered pursuant to Section 12(b) of the Act:

                                      None
                                (Title or Class)

          Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.001 per share
                                (Title or Class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
twelve (12) months (or such shorter  period that the  registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past ninety (90) days. [X ] Yes [ ] No

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
The issuer's revenues for the fiscal year end December 31, 2000 were $2,833.00

The   aggregate   market  value  of  the   outstanding   common  stock  held  by
non-affiliates  of the issuer on February 28, 2001 (computed by reference to the
last  reported  sales price of the  issuer's  common  stock on the OTC  Bulletin
Board) was $919,671.00.

The issuer had  85,163,416  Shares of Common Stock  outstanding  as of March 30,
2001.

                       DOCUMENTS INCORPORATED BY REFERENCE

Documents Incorporated by reference; None


<PAGE>

                                TABLE OF CONTENTS



PART I
Item 1. Business                                                            1-2
Item 2. Properties                                                            2
Item 3. Legal Proceedings                                                   3-4
Item 4. Submission of Matters to a Vote of
         Security Holders                                                     4
PART II
Item 5. Market for Common Equity and Related
         Shareholder Matters                                                  5
Item 6. Management's Discussion and Analysis
         or Plan of Operations                                              6-10
Item 7. Financial Statements                                                 11
Item 8. Changes in Disagreements with Accountants
         on Accounting and Financial Disclosures                             12
PART III
Item 9. Directors, Executive Officers, Promoters
         and Control Persons; Compliance with
         Section 16(a) of the Registrant                                   13-14
Item 10. Executive Compensation                                            14-16
Item 11. Security Ownership of Certain Beneficial
          Owners and Management                                            17-18
Item 12. Certain relationships and Related
          Transactions                                                     18-20
PART IV
Item 13. Exhibits and Reports on Form 8-K                                  21-22
Signatures                                                                   23



<PAGE>




                                     PART I


Item 1.  Business

Overview

         Financial Intranet,  Inc. ("Financial  Intranet" or the "Company") is a
Nevada  corporation that discontinued its United States operations and continues
to monitor its investments in its wholly owned Chinese subsidiary doing business
in China as an Internet  content  provider and a minor  investment in The Energy
Corporation.  Our  objectives  are to  maintain  good  standing  as we explore a
corporate and entity restructuring through merger, acquisition or sale.

Company History

         Financial  Intranet was  incorporated  in 1993 as Alexis and Co. in the
State of  Nevada.  We changed  our name to Wee Wees Inc.  and  subsequently,  on
December  17,  1996  to  Financial  Intranet,  Inc.  after  the  purchase  of  a
controlling  interest by Barry Stein,  the founder of Financial  Intranet,  Inc.
Prior to that date, Financial Intranet had not conducted any business.

         We received our  reseller  certificate  from the Federal  Communication
Commission  in  1997  to  provide  international   telecommunications   services
originating in the United  States.  Upon the effective date of a tariff in 1997,
we also became  authorized  to provide  domestic  interstate  telecommunications
services in accordance with its tariffs.  Financial Intranet was also authorized
to offer intrastate telephone services in New York, Texas, California,  Florida,
New Jersey,  Connecticut and Colorado.  Beginning in 1997 we offered  interstate
and intrastate long distance service. In October 1997,  Financial Intranet began
providing communications services to broker/dealers. In April 1999, we signed an
agreement with Global  Crossing  (formerly  Frontier  Communications)  to resell
communication  services  to  end-users.  Financial  Intranet  derived  its  1999
revenues from the resale of communications services.

         We launched a  financial  web site in July 1998,  and began  delivering
video-on-demand  on it in 1998. We began using data mining  software to take the
information  gathered  on the web site and  generate  live  customer  leads  for
broker/dealers in 1998. We added chat rooms and messages boards in January 1999,
completely  redesigned it in the second  quarter of 2000, but also shut it down,
and discontinued our operations in the United States,  by the end of that second
quarter due to market conditions, funding constrictions,  and lack of commercial
acceptance.

         In the first quarter of 2000, we  significantly  expanded the scope and
reach of our business by purchasing a web site and e-mail  magazine,  both based
in the People's Republic of China, with an estimated 800,000 users.

         In the second  quarter of 2000,  as we  discontinued  our United States
operations  and  continued  to actively  run only that  portion of our  business
represented by the purchased  Chinese  assets,  we also began to actively pursue
options that may lead to the merger,  sale or other  transaction  involving  our
United States entity.

        We may also expand our Chinese  operations  through  the  acquisition of
companies that provide  complementary  services to our assets  acquired  through
Longyin Network  Technology Co., Ltd, an Internet  content  provider that should
provide content  providers with an initial  audience of over 800,000 users based
in China;  however,  no  additional  acquisition  is imminent at this time.  Any
acquisition  that requires  payment of a cash purchase price will likely require
outside  financing.  Other issues to be resolved in an  acquisition  include the
assimilation  of  the  operations,  management  and  products  of  the  acquired
companies. We cannot be sure that we will complete any foreign acquisitions.

                                        2

<PAGE>

Government regulation

         As our only  operations  are those  based in the  People's  Republic of
China,  there are  uncertainties  surrounding  its standing  within that foreign
community. We have obtained the necessary business licenses and permits in order
to remain in good standing with the current  regulations as they exist in China,
but there are no assurances that any new  restrictions may be placed on entities
either with foreign  ownership  or within the lines of business  under which the
entity in China operates.

Employees

         As of March 31, 2001 Financial  Intranet had one full-time  employee in
the United States and ten full time employees in China.  There is one officer in
the United States; they are not represented by a collective bargaining agreement
and management believes it has good relations with its employees.

Item 2.  Properties

         On April 16, 2001 Financial Intranet's principal executive offices were
relocated to 90 Grove Street,  Ridgefield,  Connecticut,  in an executive office
building.  The lease term is on a  month-to-month  basis.  The square footage is
approximately  500 square feet.  Prior to the relocation our offices were at 116
Radio Circle,  Mount Kisco,  NY 10549.  Our  subsidiary in China,  E-Trend rents
1,200 square feet of office space on an annual basis for $13,500.00.

Item 3.  Legal proceedings

         On or about July 23, 1998, H & H  Acquisition Corporation, individually
and purportedly on behalf of Financial  Intranet,  commenced an action in United
States District Court,  Southern District of New York entitled H & H Acquisition
Corp.,  individually  and on behalf of  Financial  Intranet,  Inc. v.  Financial
Intranet Holdings,  Financial Intranet, Inc., Ben Stein, Interwest Transfer Co.,
Steven A. Sanders,  Michael  Sheppard,  Maura Marx,  Henry A. Schwartz,  Leonard
Gotshalk,  Gotshalk  Enterprises,  Law  Office of Steven A.  Sanders,  P.C.  and
Beckman,  Millman & Sanders,  LLP, 98 Civ.  5269. The action's  principal  basis
appears to be plaintiff's  claim that - Ben Stein wrongfully claims ownership of
shares of common stock that Stein agreed to purchase from  plaintiff.  According
to plaintiff,  these shares belong to plaintiff.  The plaintiff  asserts sixteen
causes of action. Only some make allegations against Financial Intranet, Michael
Sheppard and Maura Marx, a former officer. The plaintiff alleges:

    o     Mr. Sheppard  and  Ms. Marx  assisted  defendants  Stein and Financial
          Intranet  Holdings (a company owned by Mr. Stein) in converting  stock
          which  plaintiff  allegedly owns.  Plaintiff  seeks damages  allegedly
          sustained because of the alleged conversion.

    o     Mr.  Sheppard and  Ms.  Marx assisted  in  defrauding  plaintiff  with
          respect  to  the  stock  plaintiff  claims.  Plaintiff  seeks  damages
          allegedly sustained because of the alleged fraud.

    o     Plaintiff  alleges  in  a  derivative  claim, purportedly on behalf of
          Financial Intranet:  that Mr. Sheppard and Ms. Marx permitted issuance
          of shares to defendant Gotshalk without proper  consideration and at a
          price lower than that offered to a company  introduced  by  Plaintiff;
          that they refused to allow  plaintiff to purchase  additional  shares;
          that Mr.  Sheppard and Ms. Marx  permitted  Financial  Intranet to pay
          defendant  Schwartz  monies  which  should  not have  been  paid,  and
          authorized issuance of stock to Schwartz without proper authority; and
          that  Mr.  Sheppard  and Ms.  Marx  caused  the  issuance  of stock to
          themselves without proper authority. Plaintiff seeks damages allegedly
          sustained for these alleged wrongful acts.

                                       3
<PAGE>


    o     A  derivative   claim   purportedly  on  behalf of Financial  Intranet
          seeking an order  directing the holding of a shareholders  meeting and
          rescission  of actions  determined  to be improper by the Court or its
          designee. A shareholders meeting was held in December 1998.

    o     Financial  Intranet   and  its  former   transfer   agent   wrongfully
          transferred  shares  belonging  to  plaintiff  to a third  party.  The
          transfer agent has asserted a claim against us seeking indemnification
          for any liabilities incurred by the transfer agent in this action.

    o     Plaintiff is  entitled to $2,500,  plus interest,  from us for alleged
          breach of contract. Financial Intranet settled this cause of action.

         Plaintiff  also seeks an  accounting  from Mr.  Sheppard,  among  other
defendants, for damages Financial Intranet allegedly suffered.

         Financial Intranet,  Mr. Sheppard and Ms. Marx believe that the  claims
against Financial Intranet,  Mr. Sheppard and Ms. Marx are without merit and are
vigorously defending the action.  Financial Intranet,  Mr. Sheppard and Ms. Marx
have filed responses to the claims against them. The responses deny all material
allegations of the complaint and the claim asserted by the transfer  agent,  and
asserts a variety of defenses.  Discovery is in its early stages. We cannot make
any assurances about the litigation's outcome. If the plaintiff prevails against
us, we could be adversely affected.


Item 4.  Submission of Matters to a vote of Security holders

On December 14, 2000 a special  meeting of the  stockholders  of the Company was
held to consider a proposal to increase the authorized  common stock,  par value
$0.001 per share (the  "Common  Stock"),  of the  Company  to  500,000,000  from
100,000,000 shares. The proposal was approved.  Information concerning the votes
cast at such meeting is set forth below.

NUMBER OF VOTES CAST

For: 44,563,022

Against: 1,243,022

Abstentions: 52,700

Broker Non-Votes: 0


                                       4

<PAGE>



                                     PART II

Item 5.  Market for Common Equity and Related Shareholder Matters

         Until  March 30, 2001 our common  stock was traded on the OTC  Bulletin
Board under the symbol FNTN. On April 2, 2001 our trading  symbol was changed to
FNIT.  Prior to our initial  public  offering  on October 8, 1999,  there was no
public trading market for such shares.  The following  table sets forth the high
and low closing bid quotations for the Company's common stock:

                  Fiscal Year                    High          Low

                  2000
                  First Quarter                 $0.93         $0.14
                  Second Quarter                $0.6406       $0.125
                  Third Quarter                 $0.1875       $0.1094
                  Fourth Quarter                $0.125        $0.0312

                  1999
                  First Quarter                 $1.58         $0.56
                  Second Quarter                $1.3125       $0.75
                  Third Quarter                 $0.77         $0.37
                  Fourth Quarter                $0.39         $0.11

                  1998
                  First Quarter                 $0.547        $0.219
                  Second Quarter                $0.95         $0.22
                  Third Quarter                 $1.99         $0.58
                  Fourth Quarter                $1.00         $0.41

         The  above  quotations  reflect  inter-dealer  prices,  without  retail
mark-up, markdown or commission. These quotes are not necessarily representative
of actual  transactions  or of the value of our  common  stocks,  and are in all
likelihood  not based upon any  recognized  criteria of securities  valuation as
used in the investment banking community.

         As of March 31, 2001 there were  approximately 60 record holders of our
company's common stock and an estimated 2300 beneficial owners.

         Dividend Policy

         Financial  Intranet  has not paid and does not  anticipate  paying  any
dividends on its common stock in the foreseeable future. The payment of any cash
dividends  will be at the  discretion  of the  board  of  directors  and will be
dependent  upon  our  results  of  operations,   financial  condition,   capital
requirements,  contractual restrictions and other factors deemed relevant by the
board.

                                       5
<PAGE>


Item 6.  Management's Discussion and Analysis or Plan of Operations

Overview

           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Forward Looking Statements

         This management discussion contains certain forward-looking  statements
as identified by the use of words like "expects",  "believes", and "anticipates"
and other similar phrases.  Such statements reflect management's current view of
future  financial   performance   based  on  certain   assumptions,   risks  and
uncertainties.  If any  assumptions,  risk or uncertainty  factors change,  such
changes may have a material impact on actual financial  results.  The Company is
under no obligation to revise any forward-looking  statements  contained herein,
which are as of the date  hereof.  Readers  are  cautioned  to not  place  undue
reliance on any forward-looking statements contained in this discussion.

         The following  discussion  of the results of  operations  and financial
condition of Financial Intranet, Inc. for the years in the two year period ended
December 31, 2000,  should be read in conjunction  with the Company's  Financial
Statements and related notes thereto and schedules  included  elsewhere  herein.
The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes included elsewhere in this Form 10-KSB.

Financial Intranet,  Inc. is a Nevada corporation that has activities  conducted
only through its indirectly  wholly owned  subsidiary doing business in China as
an Internet content  provider.  It has discontinued its operations in the United
States and is actively  pursuing  options for sale,  merger or  acquisition.  An
acquisition has been completed in the second quarter.

Results of operations:

         Year ended  December  31, 2000  compared  with year ended  December 31,
1999.

Revenue

Do to the  discontinuance  of our  operations;  we eliminated all of the revenue
associated  with our  activities in the United  States,  and as such only report
earnings  consolidated  through our Chinese  subsidiary.  Such  revenue  totaled
$2,833 for the year ended December 31, 2000 versus none for the prior year.

Cost of revenue

Do to the  discontinuance  of our operations,  we eliminated all of the costs of
revenue  associated  with our activities in the United States,  and as such only
report  such costs  consolidated  through  our  Chinese  subsidiary.  Such costs
totaled  $28,031 for the year ended  December 31, 2000 versus none for the prior
year.

                                       6
<PAGE>

Selling, General and Administrative Expenses

Selling, General and administrative expenses consist primarily of:

o employee  compensation  and  related  expenses  (including  payroll  taxes and
  benefits)  for  executive  personnel,

o licensing,  insurance,  legal and other professional  fees,  and

o facility  and  office-related  costs  such as  rent, insurance and telephone.

Selling,  general and  administrative  expenses increased 80.6% from $549,181 in
1999 to $991,900 in 2000 principally due to increased  payroll and office costs,
as well as higher  legal fees.  Management  expects  general and  administrative
expenses to decrease in future periods depending on the acquisition activities.

Stock compensation expense

Compensation  expense resulting from the issuance of common stock and options to
purchase  common  stock to  officers,  outside  consultants  and  lawyers of the
Company equaled $508,075 in 1999 and $370,704 in 2000.

Other financing-related expenses

Interest Expense
Interest  expense  consists  of interest  accrued on loans and notes  payable to
officers.  Other expense  included in interest  expense consists of the value of
common  stock,  warrants  and  convertible  notes with  conversion  prices below
market. These expenses equaled $ 506,667 in 2000.

Depreciation and amortization

Depreciation  and  amortization  consists  primarily of depreciation of computer
equipment and  amortization of software  development  costs.  These costs were $
567,120 in 2000.

Other income and expense

Other income  consists  principally  of interest  from  short-term  investments.
Interest and other income increased to $69,706, in 2000 from $5,918 for the year
ended December 31, 1999.

Income taxes

No provision  for federal and state income taxes has been  recorded as Financial
Intranet incurred net operating losses in both 1999 and 2000. Financial Intranet
had  approximately  $3,000,000 of net  operating  loss carry forward for federal
income tax  purposes as of December  31, 2000.  The net  operating  loss will be
available  to offset any  future  taxable  income.  Given  Financial  Intranet's
limited  operating  history,  losses  incurred  to date  and the  difficulty  in
accurately forecasting Financial Intranet's future results,  management does not
believe  that  the  realization  of  the  potential  future  benefits  of  these
carryforwards  meets  the  criteria  for  recognition  of a  deferred  tax asset
required by generally accepted accounting  principles and,  accordingly,  a full
100% valuation allowance has been provided.

Liquidity and capital resources

We had balances of $91,368 and $160,749 in cash and cash equivalents at December
31, 1999 and December 31, 2000, respectively.


                                       7
<PAGE>

Financial Intranet had negative working capital of $80,787 at December 31, 2000.
Net cash used in operating activities was $2,069,152 for the year ended December
31, 2000. Cash used in operating activities was primarily  attributable to a net
loss of $6,716,016  partially  offset by non-cash items such as depreciation and
amortization  of  $870,303  stock  compensation  costs  of  $207,700,   loss  on
abandonment  of  operations  of $760,073 and interest  expense and debt issuance
costs  resulting  from the  issuance of common  stock and  warrants  aggregating
$506,667.  Net cash used in operating activities for the year ended December 31,
1999 was  $1,469,759,  which was  principally  due to the net loss of, offset by
non-cash  items such as  depreciation  and  amortization  of $340,608  and stock
compensation costs of $508,075.

Net cash used in investing  activities  of $595,668 for the year ended  December
31, 2000 was primarily  attributable to capital expenditures of $115,661 and the
cash portion of the LNT acquisition of $400,000.

Net cash provided by investing activities of $64,604 for the year ended December
31, 1999.

Net cash provided by financing  activities  for the year ended December 31, 2000
was $2,734,201  and consisted  primarily of proceeds from the issuance of common
stock and convertible promissory notes.

Net cash provided by financing  activities  for the year ended December 31, 1999
was  $1,347,278  and  consisted  primarily  of  proceeds  from the  issuance  of
promissory notes of $1,220,000.

Financial Intranet has satisfied its cash requirements  primarily through public
and private placements of common stock, warrants and debentures convertible into
shares of  common  stock,  as well as the  issuance  of common  stock in lieu of
payment for services.  Also,  officers have loaned  Financial  Intranet funds as
needed to provide working capital.

In 1998, we raised $1,500,000 through the sale of convertible debentures,  which
debentures were subsequently converted into 7,505,057shares of common stock.

On February 8, 1999, Financial Intranet issued a 7% convertible  promissory note
in the principal amount of $600,000.  The note was  subsequently  converted into
1,500,000 shares of common stock.

On July 20, 1999, we issued an 8% convertible  promissory  note in the principal
amount of $500,000 to one  accredited  investor  with a maturity date of October
20,  1999.  In  conjunction  with the issuance of the note,  Financial  Intranet
issued warrants to purchase  200,000 shares of common stock for $0.50 per share.
The Note has been converted into 4,000,778  shares.  We used the proceeds of the
promissory  note for general  working capital and repayment of past due accounts
payable.

On September 27, 1999, we issued an 8% promissory  note in the principal  amount
of $120,000 with a maturity date of December 26, 1999.  The proceeds of the note
were  used for  general  working  capital  and  repayment  of past due  accounts
receivable; the note was repaid in cash.

We raised  $2,450,000  through a public  offering of common stock  commencing in
October  1999,  with  $700,000  raised in the fourth  quarter of that year.  The
proceeds were applied to general working capital,  repayment of accounts payable
and expansion of our services.

During 2000, we entered into a series of private financings  totaling $1,215,000
with Garth LLC  through  the  issuance  of  convertible  promissory  notes,  the
proceeds  of which were used for  working  capital.  Of such  principal  amount,
$1,140,000  was  converted  on  November  1, 2000 by Garth  LLC into  38,932,172
restricted shares of Common Stock.

                                       8
<PAGE>



From time to time,  officers have loaned  Financial  Intranet funds as needed to
provide working capital.  Financial  Intranet issued three  outstanding notes in
favor  of Ben B.  Stein,  a  shareholder,  consultant  and  former  officer  and
director.  The original  principal  amount of the notes was  $60,889.  Mr. Stein
agreed on March 3, 1999 to apply the outstanding  principal  amount of the notes
and all accrued interest to the exercise of options in lieu of a cash payment by
Financial Intranet.  We had an outstanding note in favor of Michael Sheppard for
$36,115 (plus accrued interest) due on demand, which note was repaid in 2000.

We  believe  that the  $285,000  cash  proceeds  from the  issuance  of  certain
convertible  notes of Company common stock in the fourth quarter of 2000 and the
first quarter of 2001 will be sufficient to meet anticipated  cash  requirements
through  the  first  quarter  of 2001.  Financial  Intranet  does not  expect to
generate  positive  cash flow from  operations  in the short  term,  and  unless
Financial  Intranet obtains financing through  additional  sources by the end of
the first  quarter of 2001,  there is  substantial  doubt  about its  ability to
continue as a going  concern.  Revenue for the year ended  December 31, 2000 was
adversely  affected  by the  discontinuance  of US  operations.  There can be no
assurance that any required  additional  capital will be available on reasonable
terms, if at all, at such time as required by Financial Intranet.

We anticipate that we can continue,  in the ordinary course of business and with
additional financing  transactions,  whether such financings are from additional
offerings or other sources, to continue our existence in the US through June 30,
2002

FACTORS AFFECTING OUR OPERATING RESULTS, BUSINESS PROSPECTS AND STOCK PRICE

         This report on Form 10-KSB  contains  forward-looking  statements  that
involve risks and  uncertainties.  The factors  described  below,  among others,
could cause our actual results to differ materially from those anticipated.

Investors can have  difficulty  evaluating  our  prospects  because we commenced
business in the fall of 1998,  discontinued  them in the United  States in 2000,
and have a limited operating history in China for investors to analyze.

     We have discontinued our US operations and are generating  limited revenues
     from our Chinese subsidiary. You should consider our report in light of the
     risks, expenses and difficulties  frequently  encountered by new businesses
     operating in foreign markets.

Our  projected  losses  raise  substantial  doubt  about our ability to continue
operations unless we obtain financing or generate adequate revenues.

     Unless we generate sufficient revenues or obtain financing,  our operations
     raise  substantial  doubt about our ability to continue as a going concern.
     We had net  losses  of  $817,430  for the year  ended  December  31,  1997,
     $2,141,978  for the year ended  December 31, 1998,  $3,692,029 for the year
     ended  December  31, 1999 and  $6,716,016  for the year ended  December 31,
     2000. We have had limited revenues since inception. We had no revenues from
     inception through December 31, 1997. We had revenues of $89,169 in 1998, no
     revenues  for the year ended  December  31,  1999 and  $2,833,  taking into
     consideration the  discontinuance of our US operations,  for the year ended
     December 31, 2000. We expect to incur  up-front  operating  costs to expand
     our  marketing  efforts  globally  from our Chinese  subsidiary,  which may
     result in further  losses.  We will not be profitable  until we establish a
     broader customer base for our services and derive substantial revenues from
     the sale of services in China.
                                       9

<PAGE>

We currently have no assured sources for additional  financing,  and our success
may depend on our ability to obtain further financing.

     We  anticipate   that  our  working  capital  will  satisfy  our  financial
     requirements  for at  least 15  months,  and we have no  readily  available
     additional  sources of funds without a stock sale or issuance of additional
     securities.  We may not be able to obtain  funding  on a timely  basis,  on
     favorable  terms,  or at  all.  We do not  have a  credit  facility  or any
     committed source of financing and may be unable to fund ongoing operations.

Our  potential  issuance of shares upon the exercise of options or conversion of
promissory  notes at prices  below the  offering  price could  reduce the market
price of our stock.

     The  purchase  of our  stock  by these  investors  or  their  potential  of
     purchases  at below  market price may reduce the market price of our stock.
     We have issued stock options, warrants and convertible notes to persons who
     invested in us or provided goods, services or credit. These people have the
     right to purchase up to 32,785,279 shares at various prices.

The price of our stock may  decrease  as a result of sales of stock that are not
currently freely tradable.

     42,514,552  of common  stock  held by  present  shareholders  have not been
     registered  under the  Securities  Act of 1933. The stock can be sold under
     Rule  144.  Sales of  substantial  amounts  of stock  under  Rule 144 could
     adversely  affect the market price of the shares and make it more difficult
     for us to sell our stock in the future.

The risk of doing business in the People's Republic of China.

     We have purchased an Internet content provider in the People's  Republic of
     China,  which although  presenting a good opportunity to immediately expand
     our user base and offer additional  opportunities to expand worldwide in an
     uncharted new  marketplace,  still presents  possible  unforeseen  risks of
     doing business in a new,  foreign and  government run society.  There is no
     assurance  that laws that may be  enacted  may  prove to be  oppressive  to
     foreign-owned   companies.   Our  operations  in  China  face   significant
     competition  from  companies  with greater  resources  and  experience.  In
     addition, our ability to remit capital from China may be subject to foreign
     exchange  controls,  taxes and the ability of converting  funds into United
     States dollars.

                                       10
<PAGE>
Item 7.  Financial Statements

     The  Company's  Annual   Consolidated   Financial   Statements,   Notes  to
     Consolidated  Financial  Statements  and the report of Feldman Sherb & Co.,
     P.C.,  independent  certified  public  accountants  with  respect  thereto,
     referred to in the Table Of Contents to Consolidated  Financial Statements,
     appear elsewhere in this report beginning on page F-1.


                                       11
<PAGE>
                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                              FINANCIAL STATEMENTS


                                      INDEX

                                                                      Page
                                                                     Number
                                                                    --------
INDEPENDENT AUDITORS' REPORT                                          F - 2
CONSOLIDATED FINANCIAL STATEMENTS:
      Balance Sheet at December 31, 2000                              F - 3
      Statements of Operations For the Years Ended
               December 31, 2000 and 1999                             F - 4
      Statement of Changes in Stockholders' Equity                    F - 5
      Statements of Cash Flows For the Years Ended
               December 31, 2000 and 1999                         F - 6 - F - 7

      Notes to Financial Statements                               F - 8 - F - 18




<PAGE>



                         REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders' of
Financial Intranet, Inc. and Subsidiary

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
Financial Intranet,  Inc. and Subsidiary as of December 31, 2000 and the related
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December  31,  2000,  and  1999.  These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Financial Intranet,
Inc. and  Subsidiary  as of December 31, 2000 and the results of its  operations
and its cash flows for the years ended December 31, 2000, and 1999 in conformity
with generally accepted accounting principles.

    The accompanying  financial  statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company has experienced recurring losses and negative
cash flows since its inception and has an  accumulated  deficit.  The Company is
dependent on continued  financing  from  investors to sustain its activities and
there is no assurance that such financing will be available. These factors raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


                                                    /s/Feldman Sherb & Co., P.C.
                                                       Feldman Sherb & Co., P.C.

New York, New York
March 1, 2001

                                       F-2
<PAGE>


                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000

                                     ASSETS

CURRENT ASSETS:
     Cash                                                   $         160,749
                                                                ----------------
         TOTAL CURRENT ASSETS                                         160,749

EQUIPMENT                                                              12,964

CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net                           300,000

OTHER ASSETS                                                           27,236
                                                                ----------------

                                                            $         500,949
                                                                ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                  $         241,536
                                                                ----------------
         TOTAL CURRENT LIABILITIES                                    241,536
                                                                ----------------

NOTE PAYABLE                                                           10,000

STOCKHOLDERS' EQUITY:
     Common stock, $.001 par value;
         500,000,000 shares authorized,
          85,163,416 issued and outstanding                            85,163
     Additional paid-in capital                                    13,653,701
     Accumulated deficit                                          (13,489,451)
                                                                ----------------
         TOTAL STOCKHOLDERS' EQUITY                                   249,413
                                                                ----------------

                                                            $         500,949
                                                                ================




                       See notes to consolidated financial
                                  statements.

                                       F-3


<PAGE>
                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                  Year Ended December 31,
                                              ----------------------------------
                                                   2000               1999
                                              -------------    ----------------


REVENUE                                   $          2,833   $               -
                                              -------------    ----------------

OPERATING COSTS AND EXPENSES:
 Selling, general and administrative               991,900             549,181
 Depreciation and amortization                     567,120                   -
 Stock compensation expense                        458,204             508,075
                                              -------------    ----------------
                                                 2,017,224           1,057,256

LOSS FROM OPERATIONS                            (2,014,391)         (1,057,256)
                                              -------------    ----------------

OTHER INCOME (EXPENSES):
 Interest income                                    69,706               5,918
 Interest expense                               (1,498,701)         (1,466,596)
 Other                                             (60,693)                  -
 Loss on impairment of long-lived assets        (1,787,125)                  -
                                              -------------    ----------------
  TOTAL OTHER EXPENSES                          (3,276,813)         (1,460,678)
                                              -------------    ----------------

NET LOSS FROM CONTINUING OPERATIONS             (5,291,204)         (2,517,934)

DISCONTINUED OPERATIONS                         (1,512,312)         (1,174,095)
                                              -------------    ----------------

NET LOSS                                  $     (6,803,516)  $      (3,692,029)
                                              =============    ================

BASIC AND DILUTED NET LOSS PER
 COMMON SHARE:
   Continuing operations                  $          (0.10)  $           (0.10)
   Discontinued operations                           (0.03)              (0.05)
                                              -------------    ----------------
   Net loss to common stockholders        $          (0.13)  $           (0.15)
                                              =============    ================

NUMBER OF SHARES USED IN CALCULATING BASIC
 AND DILUTED NET LOSS PER SHARE                 53,188,567          23,821,346
                                              ===============  ================


                       See notes to consolidated financial
                                  statements.

                                       F-4
<PAGE>
                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                             Common stock              Additional        Deferred
                                     ------------------------------    Paid - in          Stock           Accumulated
                                          Shares          Amount        Capital         Compensation        Deficit          Total
                                     -------------  ---------------  --------------   -----------------   ------------    ----------
<S>                                        <C>            <C>             <C>                  <C>             <C>             <C>

Balance - December 31, 1998            20,561,048  $     20,561     $  4,079,186     $      (1,062,878)  $ (2,993,906)   $   42,963

 Warrants issued in
  connection with private
  placement of debt                          -             -             453,904                  -              -          453,904
 Issuance of warrants and
  beneficial conversion
  feature on debt financing                  -             -           1,100,000                  -              -        1,100,000
 Issuance of stock in lieu
  of fees on December
  1998 private placement                   25,000            25           14,725                  -              -           14,750
 Issuance of stock to
  principals in consideration
  for employment services                 611,636           611          458,115                  -              -          458,726
 Issuance of stock resulting
  from exercise of warrants                 5,812             6               (6)                 -              -             -
 Issuance of stock to Founder
  for exercise of options                 879,685           880          166,260                  -              -          167,140
 Issuance of stock in lieu
  of fees on February
  1999 private placement                   30,000            30           33,870                  -              -           33,900
 Issuance of stock upon
  conversion of notes                   4,612,768         4,613          965,942                  -              -          970,555
 Beneficial conversion
  feature of debt financing                  -             -             166,667                  -              -          166,667
 Warrants issued for
  consulting services                        -             -             148,103                  -              -          148,103
 Issuance of stock in lieu
  of legal fees                           306,566           307           65,634                  -              -           65,941
 Issuance of stock as a result
  of debt conversion                      182,315           182           50,684                  -              -           50,866
 Issuance of stock pursuant
  to public offering                    2,545,455         2,545          298,926                  -              -          301,471
 Issuance of stock in lieu
  of fees in connection with
  private placement of debt and
  public offering, net
  of expenses                              70,910            71           21,984                 -               -           22,055
 Amortization of compensatory
  stock options                              -             -                -                 154,254            -          154,254
 Cancellation of debt by
  shareholder                                -             -              10,000                 -               -           10,000
 Cancellation of stock options               -             -            (524,521)             419,616            -         (104,905)
 Net loss                                    -             -                -                    -         (3,692,029)   (3,692,029)
                                   ----------------    ------------  --------------   -----------------    -----------  ------------

Balance - December 31, 1999            29,831,195       29,831         7,509,473             (489,008)     (6,685,935)      364,361

 Issuance of stock in
  lieu of legal fees                      150,000           150           20,850                 -               -           21,000
 Issuance of stock upon
  conversion of notes                  44,899,494        44,899        1,728,798                 -               -        1,773,697
 Issuance of stock in
  lieu of consulting fees               2,260,000         2,260           69,740                 -               -           72,000
 Issuance of stock pursuant
  to public offering,
  net of expenses                       6,363,636         6,364        1,551,636                 -               -        1,558,000
 Issuance of stock resulting
  from exercise of warrants               100,000           100           19,900                 -               -           20,000
 Issuance of stock in lieu
  of financing fees                       109,091           109           29,891                 -               -           30,000
 Issuance of stock upon
  acquisition                           1,450,000         1,450        1,347,050                 -               -        1,348,500
 Stock based compensation                    -             -             295,200                 -               -          295,200
 Beneficial conversion                       -             -             506,667                 -               -          506,667
 Issuance of warrants in
  connection with acquisition                -             -             900,500                 -               -          900,500
 Amortization of deferred
  stock compensation                         -             -                   -              163,004            -          163,004
 Write-off of unamortized
  deferred stock compensation                -             -            (326,004)             326,004            -             -
 Net loss                                    -             -                -                    -         (6,803,516)   (6,803,516)
                                 ----------------    --------------  --------------   -----------------   ------------   -----------


Balance - December 31, 2000            85,163,416   $    85,163     $ 13,653,701  $              -       $(13,489,451) $    249,413
                                 ================    ==============  ==============   =================   ============   ===========
</TABLE>
                 See notes to consolidated financial statements.

                                       F-5
<PAGE>

                     FINANCIAL INTRANET, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         Year Ended December 31,
                                                       -------------------------
                                                           2000          1999
                                                       -----------   -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                            $ (5,291,204) $ (2,517,934)
                                                       -----------   -----------
 Adjustments to reconcile
  net loss to net cash used
  in operating activities:
   Loss from discontinued
    operations                                         (1,512,312)   (1,174,095)
   Depreciation and amortization                          707,299       340,608
   Loss on abandonment of assets                          760,073          -
   Amortization of stock compensation                     163,004          -
   Beneficial conversion                                  506,667          -
   Loss on impairment of
    long-lived assets                                   1,787,125          -
   Stock based compensation                               295,200       508,075
   Issuance of stock in lieu of legal fees                 21,000          -
   Issuance of stock in lieu of consulting fees            72,000       427,989
   Write-off of deferred debt issuance costs              394,747          -
   Issuance of stock in lieu of financing fees             30,000          -
   Issuance of stock resulting from
    exercise of warrants                                     -        1,415,964

 Changes in assets and liabilities:
  (Increase) decrease in accounts receivable               66,793       (22,723)
  (Increase) decrease in prepaid expenses                   9,274        (4,896)
  (Increase) decrease in other assets                       6,023        (7,102)
  Decrease in accounts payable and
   accrued liabilities                                    (71,640)     (458,392)
  (Decrease) increase in deferred rent                    (13,201)       13,201
  Accrued interest converted into common stock               -            9,546
                                                       -----------   -----------
                                                        3,222,052     1,048,175
                                                       -----------   -----------

NET CASH USED IN OPERATING ACTIVITIES                  (2,069,152)   (1,469,759)
                                                       -----------   -----------

CASH FLOWS FROM INVESTING ACTIVITIES
 Purchase of property and equipment                      (115,661)       68,114
 Capitalized software development costs                   (80,007)       (3,510)
 Cash portion of LNT acquisition                         (400,000)         -
                                                       -----------   -----------
NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                                    (595,668)       64,604
                                                       -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from issuance of promissory notes                  -        1,220,000
 Issuance of stock for interest
  on convertible notes                                     45,572          -
 Proceeds from issuance of warrants                        20,000          -
 Proceeds from notes payable                            1,150,000          -
 Proceeds from issuance of common stock                 1,558,000       181,471
 Loans from officer                                       (39,371)        5,074
 Advances from (payment to) officers                         -          (59,247)
                                                       -----------   -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES               2,734,201     1,347,298
                                                       -----------   -----------

INCREASE (DECREASE) IN CASH                                69,381       (57,857)

CASH - BEGINNING OF YEAR                                   91,368       149,225
                                                       -----------   -----------

CASH - END OF YEAR                                   $    160,749  $     91,368
                                                       ===========   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:

 Cash paid for interest                              $       -     $      3,438
                                                       ===========   ===========

                 See notes to consolidated financial statements.

                                       F-6
<PAGE>

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION: - continued

The following noncash  transactions  occurred during the year ended December 31,
1999:
     12,500 shares of the  Company's  common stock were issued at par value each
         to two  financial  advisors  as part of their  fees for  structuring  a
         December 1998 private placement
     611,636  shares  of  the  Company's  common  stock  were  issued  to  three
         principals  of the Company in  consideration  for  employment  services
         valued at $458,726
     5,812  shares of the  Company's  common  stock were  issued to a  financial
     advisor for  exercise of warrants  15,000  shares of the  Company's  common
     stock were issued to each of two financial advisors as part of
         their fees for structuring a February 1999 private placement
     879,685 shares of the Company's common stock were issued to Barry Stein for
         aggregate  consideration of $167,140 in payroll and officers loans owed
         by the Company, upon exercise of options
     600,000 shares of the Company's  common stock were issued to an investor as
     a result of debt  conversion  Additional  paid-in  capital was decreased by
     $524,521 and stock compensation costs were credited for $104,905
         as a result of an amended  contract for the founder wherein the Company
         cancelled  stock options to purhcase  1,140,262  shares of common stock
         preciously granted in 1998 at an exercise price of $.19 per share
     A   credit  in the  amount  of  $81,081  was  received  from a vendor as an
         adjustment to the purchase price of certain computer  equipment and the
         balance due to the vendor
     11,111 shares of the  Company's  common stock valued at $10,000 were issued
     in payment of legal fees 900,000 shares of the Company's  common stock were
     issued to an investor as a result of debt conversion  182,315 shares of the
     Company's  common  stock  were  issued to an  investor  as a result of debt
     conversion  70,910  shares of the  Company's  common stock were issued to a
     financial advisor for services in structuring
         a private placement of debt and public offering of securities
     145,455 shares of the Company's  common stock valued at $22,023 were issued
     in payment of legal fees  1,250,000  shares of the  Company's  common stock
     were issued to an investor as a result of debt conversion 150,000 shares of
     the  Company's  common  stock  valued at $33,918  were issued in payment of
     legal fees 1,862,768 shares of the Company's common stock were issued to an
     investor as a result of debt conversion

The  following noncash transactions  occurred during the year ended December 31,
     2000:  1,450,000  shares  of the  Company's  common  stock  issued  for the
     purchase of LNT valued at  $1,348,500  Issued  warrants for the purchase of
     LNT valued at $900,500  150,000 shares of the Company's common stock valued
     at $21,000  were issued in payment of legal fees  44,899,494  shares of the
     Company's  common  stock  were  issued to an  investor  as a result of debt
     conversion 2,260,000 shares of the Company's common stock valued at $72,000
     were issued in payment of consulting  fees 100,000  shares of the Company's
     common  stock were issued for  exercise of warrants  109,091  shares of the
     Company's  common stock were issued in lieu of financing  fees Write-off of
     unamortized deferred stock compensation of $326,004





                 See notes to consolidated financial statements.

                                       F-7


<PAGE>

                    FINANCIAL INTRANET, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999

1.       ORGANIZATION

         Financial  Intranet,  Inc. (the  "Company"),   formerly Wee Wees,  Inc.
         (which was formerly Alexis & Co.) is a  Nevada corporation incorporated
         on December  16,  1993.  The founder of  the Company  acquired  all the
         outstanding  shares of Wee Wees,  Inc.  and  commenced  the   Company's
         current business on  December 17, 1996. The Company's  revenues through
         December 31, 2000  have been from the resale of telephone  usage in the
         United States.  In August 2000 the Company decided to discontinue these
         operations.   In March 2000 the Company purchased the assets of Longyin
         Network Technology Co. ("LNT") a Chinese Internet provider.

2.       GOING CONCERN

         The accompanying  financial  statements have been prepared assuming the
         Company will  continue as a going  concern.  At December 31, 2000,  the
         Company  has a negative  working  capital of  $80,787.  The Company has
         experienced  significant  losses  since  its  inception  and  there  is
         substantial  doubt that it will be able to  continue  as going  concern
         without additional  funding.  In 2000, the Company raised an additional
         $2,708,000 in equity  financing and  management  intends to continue to
         seek additional  financing to fund its operations although there can be
         no assurances that any such financing will be available.  The financial
         statements  do not  include  any  adjustments  that might be  necessary
         should the Company be unable to continue as a going concern.

3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.       Use of Estimates - The preparation of financial  statements in
                  conformity  with  generally  accepted  accounting   principles
                  requires  management to make  estimates and  assumptions  that
                  affect the  reported  amounts of assets  and  liabilities  and
                  disclosure of contingent assets and liabilities at the date of
                  the financial statements and the reporting amounts of revenues
                  and expenses during the reported period.  Actual results could
                  differ from those estimates.

         B.       Cash and cash  equivalents - The Company  considers all highly
                  liquid temporary cash investments with an original maturity of
                  three months or less when purchased, to be cash equivalents.

         C.       Revenue recognition - Revenues are recognized when  goods  are
                  shipped or services are performed.

         D.       Principles of Consolidation - The financial statements include
                  the accounts of the Company and Subsidiary.   All  significant
                  intercompany  balances  and  transactions have been eliminated
                  in consolidation.


                                       F-8

<PAGE>





         E.       Property and Equipment - Property and  equipment are  recorded
                  at cost.  Expenditures  for major additions and  betterment's
                  are  capitalized.  Maintenance  and  repairs  are  charged  to
                  operations  as  incurred.   Depreciation    of   property  and
                  equipment is computed by the   straight-line  method  over the
                  assets  estimated  useful lives.  Leasehold  improvements  are
                  amortized  over  the lesser of the lease term or  the  asset's
                  useful life.  Upon sale  or retirement of plant and equipment,
                  the  related  cost and  accumulated  depreciation  are removed
                  from  the  accounts  and  any  gain  or loss is  reflected  in
                  operations.

         F.       Fair value of financial  instruments  - The  carrying  amounts
                  reported in the balance sheet for cash,  accounts  payable and
                  accrued   expenses   approximate   fair  value  based  on  the
                  short-term  maturity of these instruments.  The Company's note
                  payable  approximates  the fair value of such instrument based
                  upon  management's  best estimate of interest rates that would
                  be   available   to  the   Company   for   similar   financial
                  arrangements.

         G.       Impairment of long - lived assets - In  the event  that  facts
                  and  circumstances   indicate that the cost of an asset may be
                  impaired,   an   evaluation   of   recoverability   would   be
                  performed.   If  an  evaluation  is  required,  the  estimated
                  future   undiscounted  cash  flows  associated  with the asset
                  would  be  compared   to   the  asset's   carrying  amount  to
                  determine  if  a  write-down  to market value is required.  At
                  December 31, 2000,  the  Company  wrote off  $1,787,125 due to
                  impairment.  The Company  believes  that the balance of long -
                  lived   assets  in   the    accompanying   balance   sheet  is
                  appropriately valued.

         H        Income  Taxes - The Company  follows  Statement  of  Financial
                  Accounting  Standards  No. 109 - Accounting  for Income Taxes,
                  which   requires   recognition  of  deferred  tax  assets  and
                  liabilities for the expected future tax consequences of events
                  that have been  included in the  financial  statements  or tax
                  returns.   Under  this   method,   deferred   tax  assets  and
                  liabilities are based on the differences between the financial
                  statement  and tax  bases  of  assets  and  liabilities  using
                  enacted  tax  rates  in  effect  for  the  year in  which  the
                  differences are expected to reverse.

         I.       Capitalized software development costs - Capitalized  software
                  development   costs   represent  the costs of  developing  and
                  enhancing  an  Internet  presence on the  Company's  web site.
                  These  costs  are   being   capitalized  and  amortized  on  a
                  straight - line  basis over their  estimated life of two years
                  in  accordance  with  Statement of Position 98-1,  "Accounting
                  for  the  Cost of Computer Software  Developed or Obtained for
                  Internal  Use."    Amortization    of   capitalized   software
                  development  costs was  $193,342   (including  write-off)  and
                  $61,190   for  the years  ended  December  31,  2000 and 1999,
                  respectively.






                                       F-9

<PAGE>



         J.       Earnings (loss) per  share - Accounting  Standards   No.  128,
                  "Earnings Per Share" ("SFAS 128") requires  the   presentation
                  of  basic   and  diluted  earnings  per share  ("EPS").  Basic
                  earnings  (loss)   per  share  is  computed  by  dividing  net
                  earnings  (loss)  available   to  common  stockholders  by the
                  weighted - average  number of common shares outstanding during
                  the period.  Diluted  earnings (loss) per share is computed by
                  dividing  the  net  earnings   (loss) by the  weighted-average
                  number  of   common   shares   and   dilutive   common   stock
                  equivalents  outstanding   during  the  period.  Common  stock
                  equivalents  have  been   excluded  from the  weighted-average
                  shares  for  2000 and 1999 because  their  inclusion  would be
                  anti-dilutive.

         K.       Stock-based compensation - The Company has elected to continue
                  to  account  for its employee  stock-based  compensation plans
                  using  the  intrinsic  value  method  prescribed by Accounting
                  Principles  Board  Opinion No. 25 ("APB No. 25"),  "Accounting
                  for  Stock  Issued to Employees" and to disclose the pro forma
                  effect  on  net loss per share had the fair  value of  options
                  been   expenses.   Under   the   provisions  of  APB  No.  25,
                  compensation  cost  for   stock  options  is  measured  as the
                  excess,  if  any, of  the market value of the Company's common
                  stock  at  the date of the grant over the  amount an  employee
                  must pay to acquire the stock.

         L.       Recently issued accounting pronouncements - The  Company   has
                  adopted  Statement  of Financial  Accounting  Standard No. 133
                  ("SFAS No. 133"),  "Accounting  for Derivative Instruments and
                  Hedging   Activities"  for  the year ended  December 31, 2000.
                  SFAS  No.  133  establishes   a new model for  accounting  for
                  derivatives  and  hedging activities and supersedes and amends
                  a  number  of existing  standards.  The application of the new
                  pronouncement   did   not  have  a  material  impact   on  the
                  Company's financial statements.


4        PROPERTY AND EQUIPMENT


         Computer equipment               $   18,207
         Less: accumulated depreciation       (5,243)
                                          $   12,964
                                           ==========


5        COMMITMENTS

         Operating leases

         The  Company  terminated  its lease in 2000.  Rent  expense  charged to
         operations  was $33,055 and  $34,816 for the years ended  December  31,
         2000 and 1999, respectively.  The Company rents office space on a month
         to month basis.





                                      F-10

<PAGE>



         Employment agreements

         The Company had employment  agreements  with three key  executives,  of
         which one was  terminated  during the year ended  December 31, 2000 and
         the other in 2001.  The contracts  provided for the issuance of options
         to purchase  3,518,847 and 1,750,000 shares of common stock at $.19 and
         $.10 per share, respectively.  The value of the options were charged to
         compensation  expense over the term of the  employment  agreements.  As
         part of the  termination  agreements  the  Company  issued  options  to
         purchase 10,500,000 shares of common stock at $.01 per share. The value
         of 3,000,000 of these options was recorded as compensation for the year
         ended December 31, 2000. The value of the remaining  7,500,000  options
         will be recorded as compensation expense for the year ended 2001.

         The Company entered into the remaining agreement on September 12, 1997.
         This  agreement  was amended in December  1998.  The agreement is for a
         five-year  period  commencing  on  September  12, 1997 and a three year
         period commencing on August 23, 1999 and may be extended by the Company
         for an  additional  three-year  period upon  written  notice six months
         prior to the third  anniversary  of the original  term.  The  agreement
         provides for an annual bases salary of  $150,000,and  also provides for
         an option to purchase,  at any time while the  executive is employed by
         the Company,  additional  shares of the  Company's  common  stock.  The
         purchase price for such shares is $.19 per share.  All options  granted
         under the employment  agreement expire on December 31, 2002, except for
         earlier  dates  relative  to  termination.  The value of the options is
         being charged to  compensation  expense over the term of the employment
         agreement.

         Consulting agreement

         On March 3, 1999, the Company entered into a consulting  agreement with
         the Company's Founder (the "Founder")  whereby he will be retained as a
         consultant to act as Director of Brokerage  Sales on a commission  only
         basis through December 31, 2002. The terms of this consulting agreement
         include  commissions payable as a percentage of sales and reimbursement
         of certain expenses as defined in the agreement.  The Founder agreed to
         reduce the number of unexercised options held by him to purchase shares
         of the Company's  common stock from 3,640,262 to 2,500,000 shares at an
         exercise price of $.19 per share and exercised  options with respect to
         879,685 of these shares as of March 3, 1999 in exchange for  settlement
         of  $167,140  in accrued  salary  and loans owed to him by the  Company
         reducing  the  number of  outstanding  options  held by the  Founder to
         1,620,315.





                                      F-11

<PAGE>



6.       STOCKHOLDERS' EQUITY

         The  Company  had a private  placement  offering  in June 1997  whereby
         6,904,228  shares of common  stock were  issued.  The  Company  had two
         outstanding  subscription agreements from investors totaling $75,000 at
         December 31, 1997,  pursuant to which the Company  subsequently  issued
         400,000 shares of common stock in January 1998.

         On May 20, 1998, the Company  entered into  subscription  agreements to
         issue a total of $500,000 in convertible  debentures,  due November 20,
         1998. The debentures  paid 6% interest  annually,  in cash or in freely
         trading common stock of the Company,  at the Company's option until the
         principal amount was paid in full or had been converted. The debentures
         were subject to automatic  conversion at the end of six months from the
         date of issuance  based on a formula as defined  under the  agreements.
         The  holders of the  debentures  had the  right,  at their  option,  to
         convert the debentures into shares of the Company's common stock at any
         time before the close of business on the maturity  date. The debentures
         were converted into 1,070,800 shares in June and July 1998.

         On June 4, 1998, the Company  entered into a Placement  Agent Agreement
         with Corporate Capital Management LLC ("CCM").  The agreement appointed
         CCM exclusive placement agent of the Company during the offering period
         as defined in the agreement for the purpose of assisting the Company in
         the  sale  of  $500,000  (the  "Funds")  in  principal  amount  of  its
         convertible 12% promissory note due December 1, 1998 (the "Note").  The
         agreement  provided  for a cash  fee in an  amount  equal to 10% of the
         gross  proceeds  from the sale of the Note plus  warrants  to  purchase
         50,000  shares  of  the  Company's  common  stock.  The  warrants  were
         exercisable  at a price  equal to 110% of the bid price for the  common
         stock on the date of  closing of the sale of the Note.  In  conjunction
         with the agreement to retain CCM as placement  agent,  on June 4, 1998,
         the Company  entered into a  subscription  agreement for the Note.  The
         Note was convertible,  at the holder's option, at any time, into shares
         of common  stock of the  Company.  The number of shares of common stock
         into which the Note could be  converted  was the lesser of (i) 72.5% of
         the lowest closing bid price quoted on the over-the-  counter  Bulletin
         Board market of the common stock for the five-day trading period ending
         on the day prior to the conversion  date or (ii) the lowest closing bid
         price quoted on the Bulletin Board of the common stock for the five-day
         trading  period  ending on the day prior to the  closing of the sale of
         the Note.  The note was converted to 1,352,718  shares of the Company's
         common stock in June 1998 and 115,052 shares were subsequently canceled
         in October 1998.

         On December 31, 1998, the Company entered into a subscription agreement
         for a private  placement  and  received  $500,000 in  exchange  for the
         issuance of a 7% convertible promissory note in the principal amount of
         $500,000,  and warrants to purchase  1,250,000  shares of the Company's
         common stock, at an exercise price of $.60 per share.  The value of the
         warrants,  $500,000, is being charged to interest expense over the life
         of the note. The Company paid, on the closing date,  fees of $55,000 in
         connection with the private placement.  In addition,  the two placement
         agents, as part of their fees,  received 25,000 shares of common stock,
         warrants  to  purchase  160,000  shares of common  stock at an exercise
         price of $.64 per share and  warrants  to  purchase  125,000  shares of
         common stock at an exercise price of $.40 per share.  The 25,000 shares
         were not issued until  January 1999.  The value of the placement  agent
         shares and warrants $163,000,  was accounted for as debt issuance costs
         and amortized  over the term of the debt. In addition,  the  promissory
         note was  converted  at a  conversion  price equal to 75% of the market
         value of the Company's common stock. The

                                      F-12

<PAGE>



         value attributable to this beneficial  conversion feature and the value
         of the warrants to purchase  1,250,000  shares of common  stock,  which
         aggregate value was limited to the proceeds of the private placement of
         $500,000,  was charged to interest  expense in 1999. In November  1999,
         $121,875  principal  amount of the note was  converted  into  1,250,000
         shares  of  common  stock.  As of  December  31,  1999,  the Note had a
         remaining balance  outstanding of $378,125,  which was converted by the
         Holder into  3,946,591  shares of common stock in the first  quarter of
         2000.

         On February  8, 1999,  the Company  received  $600,000 in exchange  for
         $600,000  7%  convertible  promissory  notes and  warrants  to purchase
         1,500,000 shares of common stock at $.40 per share.  $240,000 principal
         amount of the note was converted into 600,000 shares of common stock on
         March 10, 1999 and $360,000 was  converted to 900,000  shares of common
         stock on May 14, 1999. The note was  convertible at the lower of 75% of
         the  market  value of the  Company's  common  stock,  as defined in the
         agreement,   or  $.40  per  share.  The  amount  attributable  to  this
         beneficial  conversion feature and the value of the warrant to purchase
         1,500,000 shares of common stock,  which aggregate value was limited to
         the  proceeds  of the  private  placement,  $600,000,  was  charged  to
         interest expense in 1999.

         The two placement agents, as part of their fee for the February 8, 1999
         private placement,  each received,  on the initial closing date, 15,000
         shares of common stock and initial  warrants to purchase  75,000 shares
         of  common  stock at an  exercise  price  equal to $0.40  per share and
         otherwise on terms set forth in the common stock  purchase  warrant and
         warrants to purchase  40,000  shares of common  stock at $.60 per share
         were issued to an attorney in  connection  with the private  placement.
         The value of these shares and warrants  $275,000,  was accounted for as
         debt issuance costs and amortized over the term of the debt.

         On July 20, 1999, the Company issued an 8% convertible  promissory note
         in the principal amount of $500,000 with a maturity date of October 20,
         1999, and warrants,  exercisable under certain conditions,  to purchase
         up to 200,000  shares of common stock at an exercise  price of $.50 per
         share through October 20, 2004. The conversion  price was the lesser of
         (i) 75% of the  average of the five  lowest  closing  bid prices of the
         common stock during the five trading  days  immediately  preceding  the
         conversion date, or (ii) $.50 per share. The value attributable to this
         beneficial  conversion  feature,  $166,667,  was  charged  to  interest
         expense in 1999. The promissory note was convertible  into common stock
         at any time after the maturity date at the conversion  price.  $290,000
         was  converted  into  1,980,067  shares of common stock in 1999 and the
         remaining $210,000 was converted into 1,944,444 shares in January 2000.
         In addition,  all accrued  interest was converted into 76,267 shares of
         common stock.

         The agent for this  transaction,  as part of its fee,  received  20,000
         shares of common  stock and  warrants  to  purchase  100,000  shares of
         common  stock at an exercise  price of $.50 per share of common  stock.
         The value of these shares and warrants,  $77,548,  was accounted for as
         debt issuance costs and amortized over the term of the debt.






                                      F-13

<PAGE>



         On September 27, 1999, the Company issued an 8% promissory  note in the
         principal amount of $120,000 with a maturity date of December 26, 1999.
         There were no warrants or  convertible  features  associated  with this
         promissory  note,  and the note was fully paid in October 1999 from the
         proceeds of the Company's public offering (see below).

         In October 1999,  the  Company's  Registration  Statement  (Form SB-2),
         initially  filed in February  1999,  covering  the primary  offering of
         common stock by the Company and the offering of common stock by certain
         selling securityholders became effective.  The Company registered under
         the primary  prospectus  10,909,091  shares of common stock,  par value
         $.001 per share, for sale. The selling securityholders registered under
         an alternate prospectus 7,310,000 shares of common stock underlying the
         warrants,  common stock  underlying the convertible  promissory  notes,
         shares of common  stock  previously  issued and shares of common  stock
         which were issued upon  conversion  of certain  promissory  notes.  The
         share  were  offered to the  public at an  offering  price of $.275 per
         share. As of December 31, 1999,  $700,000 was received from the sale of
         2,545,455  shares  pursuant to this  offering.  In the first quarter of
         2000, an additional $1,750,000 was raised through the sale of 6,363,636
         shares pursuant to this Registration Statement.

         On January  12,  2000 and  February  7,  2000,  the  Company  issued 8%
         convertible  promissory  notes in the principal  amount of $150,000 and
         $200,000  with a maturity  date of December  31,  2000,  and  warrants,
         exercisable under certain conditions,  to purchase up to 200,000 shares
         of common stock at an exercise price of $.50 per share through  October
         20, 2004.  The notes were  converted  into  7,455,599  shares of common
         stock  prior to  December  31,  2000.  The value  attributable  to this
         beneficial  conversion  features,  $166,667,  was  charged to  interest
         expense in 2000.

         On May 20, 2000, the Company issued 8% convertible  promissory notes in
         the  principal  amount of $600,000 with a maturity date of December 31,
         2000, and warrants,  exercisable under certain conditions,  to purchase
         up to 200,000  shares of common stock at an exercise  price of $.50 per
         share  through  October 20, 2004.  The note was converted to 12,476,573
         shares  of  common  stock  prior  to  December  31,  2000.   The  value
         attributable  to this beneficial  conversion  features,  $200,000,  was
         charged to interest expense in 2000.

         In July 2000, an aggregate of 2,200,000 shares of stock were issued and
         5,000,000   warrants   granted  to  certain   financial   advisors   in
         consideration for financial  considerations,  potential commitments and
         consulting services to be rendered in the United States and the Peoples
         Republic  of China.  An  additional  12,273  warrants  were issued to a
         vendor in consideration for placement services.

         On October 30, 2000, the Company  issued an 8% convertible  demand note
         in the principal amount of $190,000,  and warrants,  exercisable  under
         certain conditions, to purchase up to 200,000 shares of common stock at
         an exercise price of $.50 per share through October 20, 2004. The notes
         were converted into 19,000,000 shares of common stock prior to December
         31,  2000.  The  value  attributable  to  this  beneficial   conversion
         features, $190,000, was charged to interest expense in 2000.



                                      F-14

<PAGE>



7.       DISCONTINUED OPERATIONS

         The Company,  in August  2000,  affected a  restructure  of it domestic
         operating  model.  In doing so, it  eliminated  its United States based
         operations. The Company plans on generating revenue in the future from,
         its existing  assets in the Peoples  Republic of China through its 100%
         wholly owned operating subsidiary.  The Company specifically expects to
         generate    revenues    from    its    Chinese    subsidiary    through
         business-to-business   Internet   and  website   consulting   services,
         advertising  domestically and internationally from both its website and
         e-  magazine,  and  application  programs and services for websites and
         other businesses. The Company does not expect its Chinese subsidiary to
         generate  revenue  until at least the fourth  quarter of 2000 or become
         profitable until some time in 2001.

         The components of the discontinued operations include:


                               For the Years Ended December 31,
                               --------------------------------
                                    2000             1999
                               ------------    ----------------
Revenue                       $    82,339     $      73,672
                               ------------    ----------------

Cost of revenue                   137,486            98,546
Selling, general and
 administrative                   914,026           807,067
Depreciation and amortization     468,139           340,608
Other                              75,000             1,546
                               ------------    ----------------

Net loss from discontinued
 operations                   $(1,512,312)    $  (1,174,095)
                               ============    ================

8.       ACQUISITION

         On March 27, 2000, the Company  purchased the assets of Longyin Network
         Technology Co., Ltd. ("LNT"), a Chinese Internet content provider.  The
         purchase price of $2,649,000  consisted of $400,000 cash plus 1,450,000
         shares  of  common  stock  (valued  at $.93 per  share)  and  5,598,783
         warrants  valued at $900,500 which was allocated to the assets acquired
         based on their fair  values.  The  acquired  business  consists  of two
         Internet web sites, an e-mail  magazine and consulting  agreements with
         four officers.







                                      F-15

<PAGE>



9.       COMMON STOCK WARRANTS AND OPTIONS

         The following  common stock  warrants are  outstanding  at December 31,
2000:


                   Number of
                    shares              Term             Exercise Price
               -----------------  ------------------   ------------------
1997 warrants       200,000           5 years                    $7.25
1998 warrants        20,000           3 years             $.60 - $.725
                  1,901,667           5 years             $.40 - $1.20
1999 warrants        50,000           1 year                      $.20
                  2,035,455           5 years             $.275 - $.60
2000 warrants     5,598,783           5 years             $.01 - $.375
               -----------------
                 29,921,868
               =================

         Summary  information  with  respect  to  stock  options  granted  is as
follows:


                                                 Options       Options
                              Exercise Price     Granted      Exercisable
                            ------------------ -----------  ---------------
Balance, January 1, 1999          $.19          7,222,109      7,222,109
Activity:
     Options granted               .10          1,750,000      1,750,000
     Options exercised             .19           (879,685)      (879,685)
     Options canceled              .19         (1,140,262)    (1,140,262)
Balance, December 31, 1999     $.10 - $.19      6,952,162      6,952,162
     Options granted           $.01 - $.05      8,000,000      8,000,000
                            ------------------ -----------  ---------------
Balance, December 31, 2000     $.01 - $.19     14,952,162     14,952,162
                            ================== ===========  ===============

         The Company  applies APB 25 in  accounting  for its stock option plans.
         Accordingly,  stock  compensation  cost has been recorded  based on the
         intrinsic  value of the options  only.  Had  compensation  cost for the
         Company's stock options been recognized  based on the fair value on the
         grant date under the methodology  prescribed by SFAS 123, the Company's
         net loss and net loss per share for the years ended  December  31, 2000
         and 1999 would have been impacted as indicated in the following table:


                                         2000                 1999
                                   ----------------    -----------------
Net loss as reported              $   (6,803,516)     $    (3,362,029)
Pro forma net loss                $   (8,072,766)     $    (3,697,029)
Net loss per share as reported    $       (0.13)      $        (0.15)
Pro forma net loss per share      $       (0.15)      $        (0.16)

         The above pro forma amount for purposes of SFAS 123 reflect the portion
         of the  estimated  fair  value of awards  earned in 2000 and 1999.  For
         purposes of pro forma  disclosure,  the estimated fair value of options
         is amortized over the vesting period of the stock options granted.  The
         effects on pro forma  disclosure of applying SFAS 123 are not likely to
         be  representative  of the  effect on pro forma  disclosures  of future
         years.

         The fair value of options  granted  is  estimated  on the date of grant
         using  the  Black-Scholes  option  pricing  model  with  the  following
         weighted average assumptions:


                                            2000               1999
                                        ------------       -------------
Expected life of option (in years)            2                  3
Risk-free interest rate                      5.68%              5.68%
Expected volatility                        200.0%             186.0%
Expected dividend yield                       0%                  0%


                                      F-16
<PAGE>

         The  weighted  average  fair  value of  options  granted  during  is as
follows:
                                            2000             1999
                                         ------------    --------------
Fair value of each option granted       $     .02       $      0.11
Total number of options granted            8,000,000        1,750,000
Total fair value of options granted     $    160,000    $     199,583

         2000 and 1998 Stock Option Plans

         In June 2000 and December  1998, the Company  established  the 2000 and
         1998 Stock Option Plans  ("Plans")  which  provides for the granting of
         options which are intended to qualify either as incentive stock options
         ("Incentive  Stock  Options")  within the meaning of Section 422 of the
         Internal Revenue Code of 1986, as amended,  or as options which are not
         intended to meet the requirements of such section ("Non-statutory Stock
         Options").  The total  number of  shares of common  stock for  issuance
         under the 2000 and 1998 Plan shall not exceed 10,000,000 and 1,500,000,
         respectively. Options to purchase shares may be granted under the Plans
         to  persons  who,  in the  case of  Incentive  Stock  Options,  are key
         employees  (including  officers)  of the  Company  or,  in the  case of
         Non-statutory Stock Options,  are key employees (including officers) or
         nonemployee directors of, or nonemployee consultants to, the Company.

         The exercise  price of all Incentive  Stock  Options  granted under the
         Plans must be at least equal to the fair market value of such shares on
         the date of the  grant  or,  in the  case of  Incentive  Stock  Options
         granted to the holder of more than 10% of the  Company's  common stock,
         at least 110% of the fair  market  value of such  shares on the date of
         the  grant.  The  maximum  exercise  period for which  Incentive  Stock
         Options  may be granted is ten years from the date of grant (five years
         in the case of an  individual  owning  more  than 10% of the  Company's
         common stock).  The aggregate fair market value (determined at the date
         of the option  grant) of shares with respect to which  Incentive  Stock
         Options are  exercisable for the first time by the holder of the option
         during any calendar year shall not exceed $100,000.

                                      F-17

<PAGE>




         The exercise price of all Non-statutory Stock Options granted under the
         Plans must be at least  equal to 85% of the fair  market  value of such
         shares on the date of the grant.

         No options have been granted pursuant to the Plans.

10.      INCOME TAXES

         The Company has net operating loss  carryforwards  available for income
         tax reporting purposes of approximately  $3,000,000,  in the aggregate,
         expiring  through 2019, which gives rise to a deferred income tax asset
         of  approximately  $1,200,000 at December 31, 2000. In accordance  with
         Section  382 of the  Internal  Revenue  Code,  utilization  of the  net
         operating loss  carryfowards may be limited based on ownership  changes
         which have occurred or may occur.

         The Company has recorded a 100% valuation allowance on the net deferred
         tax asset since the ability of the Company to utilize the  deferred tax
         asset is uncertain.  The  difference  between the statutory tax rate of
         34%  and  the  effective  rate  of 0%  reflected  in  the  accompanying
         financial  statements is due to the increase in the valuation allowance
         and due to the  nondeductibility  of certain interest charges primarily
         related to the beneficial conversion features of convertible notes.

11.      RELATED PARTY TRANSACTIONS

         At December 31, 1998 and 1999, the Company had unsecured  notes payable
         in  the   amount  of   $97,004   and   $36,115,   respectively   to  an
         officer/stockholder,  due on  demand.  The  promissory  notes  bear  an
         interest rate of 8% per annum. At December 31, 1998, interest of $1,614
         was accrued on this note, and at December 31, 1999,  interest of $3,256
         was accrued.

12.      CONTINGENCY

         On July 23, 1998, H & H Acquisition  Corp.,  individually and on behalf
         of the Company,  commenced  an action in federal  court in the Southern
         District  of New York  against  the  Company,  the  founder and certain
         officers, among others. The complaint is an action to recover shares of
         common  stock  of  the  Company  and  unspecified  damages.  Management
         believes that the claims  against the Company and certain  officers are
         without merit and is vigorously defending the action. The litigation is
         in the early stages of discovery  and no  assurances  can be made about
         the ultimate outcome.  However, the Company could be adversely affected
         if the plaintiff prevails.

13.      FOURTH QUARTER ADJUSTMENTS

         During  the fourth  quarter of 2000,  the  Company  made the  following
adjustments:

                  Write-off of Long - Lived Assets            $        1,787,125


                                      F-18

<PAGE>


Item 8. Changes in  Disagreements  with  Accountants on Accounting and Financial
        Disclosures

        On November 15, 2000, the Company engaged Feldman, Sherb & Co., P.C.  as
     its independent accountants following the dismissal of the Company's former
     independent  accountants,  Richard  A.  Eisner & Co.,  LLP.  The  change of
     independent  accountants  was  approved  by the Board of  Directors  of the
     Company.

         During the Company's  1999 fiscal year and subsequent  interim  periods
     preceding the date of dismissal,  there were no  disagreements  between the
     Company and its former  independent  accountants on any matters relating to
     accounting  principles or practices,  financial  statement  disclosure,  or
     auditing scope or procedure,  which, if not resolved to the satisfaction of
     the  former  independent  accountants,  would  have  caused  them  to  make
     reference to the subject matter of the disagreement in their report.

         The former independent  accountant's report for the year ended December
     31, 1999 was unqualified when issued and contained an explanatory paragraph
     that  expressed  doubt about the  Company's  ability to continue as a going
     concern.  Such  report,  however,  did not contain  any adverse  opinion or
     disclaimer  of  opinion  or was  modified  as to  audit  scope,  accounting
     principles or other uncertainty.

                                       12
<PAGE>




                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Registrant

         Set forth below are the names,  ages,  brief summary of their  business
         experience and positions of the directors and executive  officer of the
         Company. Each of the directors named below was elected at the Company's
         2000 annual Meeting of the Stockholders for a term of one year or until
         his successor is elected.


Name                Office held since    Age          Title
Michael Sheppard          1997            51       President, Chief Executive
                                                    Officer and Director
Joseph Engelberger        1998            74       Director
Steven Weller             1998            44       Director


The biographies of our executive officers and directors are as follows:

Michael Sheppard--President, Chief Executive Officer and Director

Mr. Sheppard, age 51, joined Financial Intranet as a consultant in February 1997
and became  President,  Chief Operating  Officer and Director in April 1997. Mr.
Sheppard has been involved in setting up the corporate infrastructure of several
early stage development companies and undertaking their day-to-day operations as
chief executive and chief operating  officer.  From January 1996 through January
1997,  Mr.  Sheppard  was Chief  Operating  Officer of Freelinq  Communications,
formerly  Televideo  Corporation,  based in New York City.  Freelinq offers real
time   video-on-demand   via  ATM/XDSL   technology  with  high-speed   Internet
transmission and advertiser  supported free theatrical  films delivered  through
twisted pair telephone lines.  From 1995 to 1996 he was chief operating  officer
for Lee  Communications  Ltd.,  which is a laser  development  and  transmission
company. From 1993 to 1995, he was Chief Executive Officer for MLS Lighting Ltd.
In 1980 he founded Belden  Communications  and served as its President and Chief
Executive  Officer until it was acquired in 1985. It was engaged in the sale and
distribution  of proprietary  products used in the motion picture and television
markets,  and was merged in 1985 into Lee America Ltd.,  which was bought by Lee
Lighting Ltd., a United Kingdom company, in 1986.

Joseph F. Engelberger - Director
Mr.  Engelberger,  age 74, became a Director of  Financial  Intranet  in  August
1998. Joseph Engelberger founded Helpmate Robotics, Inc. Since 1984, he has been
Chairman and Chief Executive Officer of Helpmate Robotics, Inc. He received B.S.
and M.S. degrees from Columbia University in 1946 and 1949, respectively, and he
has authored numerous articles in the instrumentation and robotics fields.

                                       13
<PAGE>

His honors include the Progress Award of the Society of Manufacturing Engineers,
the Leonardo da Vinci Award of the American Society of Mechanical  Engineers and
the 1982 American  Machinist  Award.  The  University of Liverpool  bestowed the
first  McKechnie  Award on him in 1983.  In 1984, he was elected to the National
Academy  of  Engineering.  He was  the  recipient  of  the  Egleston  Medal  for
distinguished  engineering achievement from Columbia University.  The University
of Bridgeport,  Spring Garden College,  Briarwood  College,  Trinity College and
Carnegie-Mellon  University granted him honorary doctorates. In January 1997, he
received the Beckman Award for pioneering  and original  research in the general
field of  automation.  Mr.  Engelberger  served on the Board of directors of EDO
Corporation (NYSE:EDO).  EDO Corporation supplies highly engineered products for
governments and industry worldwide.

Steven Weller - Director

Mr.  Weller,  age 45, became a director of Financial  Intranet in November 1998.
Since 1989,  Mr.  Weller has been the Senior Vice  President of  Fujistu/Siemens
Information and Communication  Products LLC. He is responsible for all sales and
technical support  personnel.  He was previously the Vice President of Sales for
the North American Key Accounts.

There are no family  relationships  that exist  between any of the  directors or
executives of the Company.

Compliance With Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires certain  officers,  directors,  and beneficial  owners of more than ten
percent of our common stock to file  reports of  ownership  and changes in their
ownership of our equity securities with the Securities and Exchange  Commission.
Based  solely on a review of the reports  and  representations  furnished  to us
during  the last  fiscal  year,  we  believe  that each of these  persons  is in
compliance with all applicable filing requirements.

Item 10. Executive Compensation

         Summary   Compensation  Table.  The  following  table  sets  forth  the
aggregate  cash  compensation  paid for services  rendered to our company during
each of our company's last three fiscal years by all  individuals  who served as
our  company's  Chief  Executive  Officer  during the last  fiscal  year and our
company's most highly  compensated  executive officers who served as such during
the last  fiscal  year.  Directors,  who are not  employees  or  officers of the
Company,  are currently  compensated for their services in the amount of $350.00
and expenses  incurred  for  attending  each meeting of the Board of  Directors.
Directors  who are  employees  or  officers  of the  Company  are not  currently
compensated for their services as directors.

<TABLE>
<CAPTION>


                                                                       Long-Term Compensation
                                                                       ----------------------
                                                          Annual Compensation
                                                                     Restricted
Name and principal position   Year   Salary     Bonus    Other(1)  Stock   Awards    Stock Options
---------------------------   ----   ------     -----    --------  -----   ------    -------------
<S>                            <C>    <C>        <C>         <C>    <C>        <C>          <C>

Michael Sheppard               2000  173,575     0            0      0          0       2,500,000
Chief Executive Officer        1999  143,739     0       77,184      0  2,231,352               0
                               1998  150,000     0            0      0          0         720,914
</TABLE>


                                       14
<PAGE>

(1)  These  amounts  reflect the fair market value of shares granted for payment
     in lieu of cash for services rendered.

     Stock option plans

     Financial  Intranet  has  established  the 1998  Stock  Option  Plan  which
     provides for the granting of options  which are intended to qualify  either
     as  incentive  stock  options  within the  meaning  of  Section  422 of the
     Internal  Revenue  Code or as options  which are not  intended  to meet the
     requirements  of such  section.  The total number of shares of Common stock
     reserved  for  issuance  under the plan is  1,500,000.  Options to purchase
     shares  may be  granted  under  the  plan to  persons  who,  in the case of
     incentive stock options,  are key employees (including officers) or, in the
     case of non-statutory stock options, are key employees (including officers)
     or non-employee directors or non-employee consultants.

     The plan is  administered  by the  compensation  committee  of the board of
     directors,  which has some discretionary  authority to determine the number
     of shares to be issued under incentive stock options and nonstatutory stock
     options and the recipients, and when and at what exercise price the options
     will be granted. On November 13, 1998,  Financial Intranet appointed Steven
     S. Weller,  Michael  Sheppard and Joseph F.  Engelberger  to constitute the
     compensation committee to administer the plan.

     The exercise  price of all incentive  stock options  granted under the plan
     must be at least equal to the fair market  value of such shares on the date
     of the grant or, in the case of  incentive  stock  options  granted  to the
     holder of more than 10% of Financial Intranet's common stock, at least 110%
     of the fair  market  value of such  shares  on the date of the  grant.  The
     maximum exercise period for which incentive stock options may be granted is
     ten years from the date of grant (five  years in the case of an  individual
     owning more than 10% of Financial  Intranet's common stock).  The aggregate
     fair market value  (determined  at the date of the option  grant) of shares
     with respect to which incentive stock options are exercisable for the first
     time by the holder of the option  during any calendar year shall not exceed
     $100,000.

     The exercise  price of all  non-statutory  stock options  granted under the
     plan  must be at least  equal to the 85% of the fair  market  value of such
     shares on the date of the grant

     As of today,  no options have been granted under the plan,  and none may be
     until such time as the  shareholders  of  Financial  Intranet  increase the
     amount of authorized shares under the Company's Articles of Incorporation.


     Option/SAR Grant Table

              The table below sets forth the following  information with respect
     to options granted to the named executive  officers during fiscal year 2000
     and the potential  realizable value of such option grants (1) the number of
     shares of common stock underlying  options granted during the year, (2) the
     percentage that such options  represent of all options granted to employees
     during the year, (3) the exercise price, and (4) the expiration date.

                                       15
<PAGE>




              OPTION GRANTS IN LAST FISCAL YEAR--INDIVIDUAL GRANTS
<TABLE>
<CAPTION>

                                                                Percent of Total
                                              Number of         Options Granted
                                              Securities        to Employees In
                                              Underlying        Fiscal Year Ended     Exercise or Base        Expiration
Name                                         Options Granted    December 31, 1999    Price Per ($/Share)         Date
----                                         ---------------    -----------------    -------------------      ----------
<S>                                            <C>                     <C>                  <C>                   <C>

Michael Sheppard                             2,500,000                31.25%                $.01               12/31/05
Corey Rinker                                 2,500,000                31.25%                $.01               12/31/05
Maura Marx                                   3,000,000                37.50%                $.01               12/31/05
</TABLE>


Option Exercises and Values for 2000

         The table below sets forth the  following  information  with respect to
option exercises during fiscal 2000 by each of the named executive  officers and
the status of their  options at  December  31,  2000(1)  the number of shares of
common  stock  acquired  upon  exercise of options  during  fiscal2000,  (2) the
aggregate dollar value realized upon the exercise of such options, (3) the total
number of  exercisable  and non  exercisable  stock options held at December 31,
2000, and (4) the aggregate dollar value of in-the-money  exercisable options at
December 31,2000.
<TABLE>
<CAPTION>


                                                            AGGREGATED
                                                OPTION VALUES ON December 31, 2000
                                                        Number of Securities                         Value of Unexercised
                                                       Underlying Unexercised                        In-the-Money Options
                                                         Options at 12/31/00                            at 12/31/00(1)
Name                             Exercisable              Unexercisable               Exercisable       Unexercisable
------                           -----------          ------------------------        -----------   ---------------------
<S>                               <C>                           <C>                   <C>                    <C>
Maura Marx                        4,350,391                     0                     $90,000.00             0
Michael Sheppard                  4,979,061                     0                     $75,000.00             0
Corey Rinker                      4,250,000                     0                     $75,000.00             0
</TABLE>

1. Values are calculated by subtracting  the exercise price from the fair market
value of the underlying  common stock.  For purposes of this table,  fair market
value is deemed to be $0.,  the  average of the high and low bids for our common
stock price on the OTC Bulletin Board on December 31, 2000.


                                       16
<PAGE>



Item 11.     Security Ownership of Certain Beneficial Owners and Management

(a)          Security Ownership of Certain Beneficial Owners
(b)          Security Ownership of Certain Management

             The following  tabulation shows the security  ownership as of March
     31, 2001 of (i) each person known to us to be the beneficial  owner of more
     than 5% of our  outstanding  common  stock;  (ii) each of our directors and
     executive officers and (iii) all of our directors and executive officers as
     a group.  As of March 31, 2001,  we had  85,163,416  shares of common stock
     issued and outstanding.

<TABLE>
<CAPTION>
             Name & Address             Amount and Nature of Beneficial
             --------------                       Ownership               Percent of Class/Title of Class
                                        -------------------------------   -------------------------------
<S>                           <C>                 <C>                               <C>
    (a) (b)  Michael Sheppard (1)                 4,979,061                         3.80%
             c/o Financial Intranet
             90 Grove Street
             Suite 01
             Ridgefield, CT 06778

    (a)      Steven Weller (3)                       10,000                            0 *
             C/o Financial Intranet, Inc.
             90 Grove Street
             Suite 01
             Ridgefield, CT  06778

    (a)      Joseph Engelberger (2)                  10,000                            0 *
             c/o Financial Intranet
             90 Grove Street
             Suite o1
             Ridgefield, CT 06778

             Garth LLC                           38,932,172                        29.93%
             Citco TEE Cayman LT
             Commercial Center
             Box 31106 SMB
             Grand Cayman, BVI

    (b)      Corey Rinker (4)                     4,250,000                         3.20%
             c/o Financial Intranet, Inc.
             90 Grove Street
             Suite 01
             Ridgefield, CT 06778

    (b)      Maura Marx                           4,397,342                         3.38%
             c/o Financial Intranet, Inc.
             90 Grove Street
             Suite 01
             Ridgefield, CT 06778

    All Officers and Directors as a
     Group (5 Persons)                           13,646,403                        10.49%

</TABLE>
                                       17

<PAGE>

        * Represents an amount less than one (1%) percent.

     (1) Includes options to purchase 2,231,352 shares at an exercise price of $
         .19 per share
     (2) Includes  options to purchase  10,000 shares at an exercise  price of $
         .725 per share.
     (3) Includes  options to purchase  10,000 shares at an exercise  price of $
         .60 per share.
     (4) Includes  options to purchase  1,750,000 and 2,500,000 shares of common
         at exercise prices of $.10 and $.01 per share.
     (5) Includes  options to purchase  1,350,491 and 3,000,000 shares of common
         at exercise prices of $.19 and $.01 per share.


Item 12.      Certain Relationships and Related Transactions

On February 8, 1999, Financial Intranet issued a 7% convertible  promissory note
in the  principal  amount of  $600,000.  The  principal  amount of $240,000  was
payable on demand on March 10, 1999 and the  principal  amount of  $360,000  was
payable on demand on May 9,  1999.  The  promissory  note was  convertible  into
common stock at a conversion price equal to the lesser of:

75% of the average of the five lowest  closing bid prices of common stock during
the 30  trading  days  ending  on the  trading  day  immediately  preceding  the
conversion  date,  or $.40  per  share.  Mr.  Ben  Stein  personally  guaranteed
Financial  Intranet's  obligations under the convertible  promissory note in the
principal  amount of  $600,000  issued in February  1999 and  pledged  1,500,000
restricted  shares of common stock as collateral  security for such obligations.
The lender received  600,000 of the pledged shares in March 1999 in satisfaction
of payment of the principal amount of $240,000 and 900,000 of the pledged shares
in May 1999 in satisfaction of payment of the principal amount of $360,000 based
on a conversion  price of $.40 per share.  Financial  Intranet issued  1,500,000
shares of common stock to Mr. Stein in May 1999 to replace the pledged shares.

                                       18
<PAGE>

On March 3, 1999, Mr. Stein applied  $167,140 owed to him by Financial  Intranet
in lieu of cash payment to purchase 879,685 shares of common stock under options
with an  exercise  price of $.19  per  share.  The  $167,140  owed to Mr.  Stein
consisted of $109,500 in accrued compensation from 1998 and two promissory notes
in the principal amount of $56,889 and all accrued interest.

Messrs.  Stein  and  Sheppard  and  Ms.  Marx  personally  guaranteed  Financial
Intranet's  obligations  under the convertible  promissory note in the principal
amount of $500,000  issued in July 1999.  Mr. Stein pledged  924,517  restricted
shares of common stock, Mr. Sheppard pledged 96,151  restricted shares of common
stock  and Ms.  Marx  pledged  101,844  restricted  shares  of  common  stock as
collateral  security for such  obligations.  The pledged stock was released upon
conversion  of the  principal  amount of the note and all  accrued  interest  in
January 2000.

Messrs.  Stein and  Sheppard  and Ms.  Marx were  granted  197,402,  205,825 and
208,409 shares of stock, respectively, in January 1999 for services rendered.

The Company is party to an Employment Agreement with Michael Sheppard,  dated as
of January 1, 1998, as amended by that certain Amendment to Employment Agreement
dated  December  15, 1998 by and between  Financial  Intranet,  Inc. and Michael
Sheppard  and as  further  amended  by  that  certain  Amendment  to  Employment
Agreement  dated March 15,  1999 by and between  Financial  Intranet,  Inc.  and
Michael  Sheppard,  pursuant to which Mr.  Sheppard  serves as the President and
Chief  Executive  Officer of the  Company,  with overall  responsibility  for it
operations.

The compensation payable to Mr. Sheppard under the Employment Agreement consists
of (i) an annual base salary of $150,000  and (ii) an option,  which has vested,
to acquire  2,231,352  shares of Common Stock at an exercise  price of $0.19 per
share,  provided the option is exercised before the earlier to occur of December
31, 2002 or 90 days after the termination of Mr. Sheppard's  employment  without
cause or immediately after termination with cause. The option is personal to Mr.
Sheppard and is not  assignable.  The  Employment  Agreement  provides that if a
"change of control"  occurs,  Mr. Sheppard is entitled to receive (a) a lump sum
amount equal to his annual compensation  pro-rated for the remaining term of the
Employment  Agreement;  (b) a lump sum amount equal to twice his average  annual
compensation for the prior two years preceding such event; (c) the exercise date
for options  granted  under the  Employment  Agreement is extended to five years
from  the  grant  date;  and  (d)  such  options  may  be  encumbered,  sold  or
transferred.

During the year 2000, Mr. Sheppard  received an option for 3,197,000 shares at a
price of $.01 per share for waiving  2,231,352  options granted during a funding
in 2000 and for  selling a  portion  of his  shares of Common  Stock to fund the
Company in 1999 and 2000.  Mr.  Sheppard has not exercised any of his options to
acquire  any  shares of  Common  Stock.  In  January  1999,  he was  granted  an
additional  205,825  shares of stock in  replacement  of those shares he sold in
1998 to fund the Company.

                                       19
<PAGE>

The Company  was a party to an  Employment  Agreement  with Corey  Rinker  dated
August 23, 1999,  pursuant to which Mr. Rinker served as Chief Financial Officer
of the  Company.  By letter  dated  December 5, 2000,  Mr.  Rinker  notified the
Company that he considered the conversion to Common Stock of certain convertible
securities held by Garth LLC to constitute a "change of control"  resulting in a
termination  without  cause  under  the  Employment  Agreement.  Pursuant  to  a
subsequent Letter Agreement dated December 15, 2000,  between Mr. Rinker and the
Company,  Mr. Rinker agreed to waive certain cash  compensation and modify other
benefits he was entitled to receive as a result of such termination.  The Letter
Agreement  provides for: (a) full vesting of all unvested options in the Company
previously  granted,  with such options being  exercisable  through December 31,
2005, (b) an additional grant of 10,000,000  options of the Company  exercisable
through December 31, 2005 at an exercise price of $.01, (c) use of the Company's
Sony laptop  computer and printer used by Mr. Rinker during his employment  with
the Company,  and (d)  indemnification by the Company against claims against Mr.
Rinker in his capacity as an officer of the Company.

The  Company  was a party to an  Employment  Agreement  with  Maura  Marx  dated
September 27, 1997, as amended by that certain Amendment to Employment Agreement
dated December 15, 1998 by and between Financial  Intranet,  Inc. and Maura Marx
and as further amended by that certain  Amendment to Employment  Agreement dated
March 15, 1999 by and between Financial Intranet,  Inc. and Maura Marx, pursuant
to which Ms. Marx served as senior Vice  President - Sales and  Marketing of the
Company. Ms Marx's Employment Agreement was voluntarily terminated pursuant to a
Letter Agreement dated July 1, 2000. The Letter Agreement provides the following
voluntary  termination  benefits  to Ms.  Marx:  (a)  payment of salary  through
September  15, 2000,  (b) full  vesting of all  unvested  options in the Company
previously  granted,  with such options being  exercisable  through December 31,
2002, (c) an additional  grant of 3,000,000  options of the Company  exercisable
through  December  31, 2002 at an exercise  price of $.01,  (d)  forgiveness  of
$25,000, plus accrued interest, due to the Company, (e) use of Company's desktop
computer,  laptop computer and printer used by Ms. Marx's during her employment,
and (f)  indemnification  by the Company  against claims against Ms. Marx in her
capacity as an office of the Company.

Beginning  January  12,  2000,  the  Company  entered  into a series of  private
financings  totaling  $1,215,000  with Garth LLC  ("Garth").  The Company issued
convertible  promissory  notes to Garth on January 12,  2000,  January 22, 2000,
February 7, 2000, May 20, 2000 and October 30, 2000 in the principal  amounts of
$150,000, $75,000, $200,000, $600,000 and $190,000, respectively, with each note
bearing interest at 8% per annum. On November 1, 2000, Garth exercised its right
to convert the  promissory  notes issued on January 12, 2000,  February 7, 2000,
May  20,  2000  and  October  30,  2000 in the  aggregate  principal  amount  of
$1,114,000,  plus accrued  interest,  according to their  respective  terms. The
Company  paid these notes in full with  interest on such date by the issuance of
3,204,819 restricted shares, 4,250,780 restricted shares,  12,476,573 restricted
shares and 19,000,000 restricted shares of Common Stock, respectively, to Garth.
The  convertible  promissory  note issued on January  22, 2000 is the  principal
amount of $75,000 remains outstanding and is due and payable on August 31, 2001,
unless  Garth  exercises  its right to convert  such note into  shares of Common
Stock as provided in the note.


                                       20
<PAGE>

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit No.       Description

3.1               Restated Articles of Incorporation of Registrant,  dated as of
                  December 22, 1998, as filed with the Secretary of State of the
                  State of Nevada on January 22, 1999 (incorporated by reference
                  to  Exhibit  3.1  to   Registrant's Registration  Statement on
                  Form SB-2,  dated  February  25, 1999, SEC File No. 333-72975)

3.2 *             Restated Articles of Incorporation of Registrant,  dated as of
                  December 14, 2000, as filed with the Secretary of State of the
                  State of Nevada on March 2, 2001.

3.3               Bylaws   of   Registrant,   dated   as  of  February  6,  1997
                  (incorporated  by  reference  to Exhibit  3.2 to  Registrant's
                  Registration  Statement on Form SB-2, dated February 25, 1999,
                  SEC File No. 333-72975)

4.1               Form of Registrant's  Common Stock  Certificate  (incorporated
                  by  reference  to  Exhibit  4.1  to Registrant1s  Registration
                  Statement  on  Form  SB-2,  dated  February 25, 1999, SEC File
                  No. 333-72975)

10.1*             Amendment to Employment Agreement dated as of  March 15,  1999
                  between Registrant and Michael Sheppard.

10.2*             Letter Agreement between Registrant and Michael Sheppard.

10.3*             Amendment to Employment Agreement dated as of March  15,  1999
                  between Registrant and Michael Maura Marx.

10.4*             Letter Agreement between Registrant and Maura Marx.

10.5*             Letter  Agreement  dated as of July 1, 2000 between Registrant
                  and Maura Marx.

10.6*             Employment  Agreement  dated  as  of  August 23, 1999, between
                  Registrant and Corey Rinker.

10.7*             Letter  Agreement  dated  as  of  January 31, 2001, from
                  Corey Rinker to Registrant.

10.8*             Promissory  Note  dated  January  12,  2000  by  and   between
                  Registrant and Garth LLC in the principal sum of $150,000.

10.9*             Promissory  Note  dated  February  7,  2000  by  and   between
                  Registrant and Garth LLC in the principal sum of $200,000.

10.10*            Form of Debenture dated May 20, 2000 by and between Registrant
                  and Garth LLC in the principal sum of $600,000

10.11*            Promissory  Note  dated  October  30,  2000  by  and   between
                  Registrant and Garth LLC in the principal sum of $190,000.

10.12*            Promissory  Note  dated  January  22,  2001  by  and   between
                  Registrant and Garth LLC in the principal sum of $75,000.

22*               Subsidiaries of Registrant.

                                       21
<PAGE>

(b) Reports on Form 8-K (list all the 8k dates)

                  During the  fourth  quarter  of 2000,  we filed the  following
report on Form 8-K:

                  On November 20, 2000, we filed a current report on Form 8-K to
report a change in Independent Certified Accountant on November 15, 2000.


*        Filed herewith


Schedules other than those listed above are omitted for the reason that they are
not required,  are not applicable,  or the required  information is shown on the
financial statements or notes thereto.

                                       22


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: , April 16, 2001

                            Financial Intranet, Inc.

                            By: /s/ Michael Sheppard
                                Michael Sheppard
                                CEO and Chairman of the Board of Directors

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant  and in the capacities on
the dates indicated.

Name                         Position                                  Date
By: /s/  Michael Sheppard    Chairman of the Board
                              of Directors,                       April 16, 2001
                             President and Chief
                              Executive  Officer



                                       23
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>RESTATED ARTICLES OF INCORPORATION 12-14-2000
<TEXT>



                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                            FINANCIAL INTRANET, INC.
                              2 Nevada Corporation


Michael Sheppard certifies that:

1.       He is  the  duly  elected and acting President of the corporation named
         above.

2.       The  Articles  of Incorporation of the corporation shall be amended and
         restated to read in full as follows:

                                        I

         The name of the corporation shall be Financial Intranet, Inc. and shall
be governed by Chapter 7 of the Nevada Revised Statute.


                                       II

         The resident  agent  is  United  Corporate  Services  Inc.,  202  South
Minnesota Street, Carson City, NV 89703.

                                       III

         The  nature of the  business  of the  proposed  corporation  will be to
engage in lawful  activity,  permitted  by the laws of the State of Nevada,  and
desirable to support the continued existence of the corporation.

                                       IV

         On the  amendment of this Article IV to read as  hereinafter  set forth
and the restating of the Articles of Incorporation, the total authorized capital
stock of the corporation will be Five Hundred  thousand  dollars  ($500,000.00).
This will  consist of five  hundred  million  (500,000,000)  shares of $.001 par
value  common  stock.  Such stock may be issued  from time to time  without  any
action by the stockholders  for such  consideration as may be fixed from time to
time by the Board of Directors,  and shares issued,  the full  consideration for
which has been paid or delivered,  shall be deemed the fully paid up stock,  and
the holder of such shares shall not be liable for any further  payment  thereof.
Each share of stock  shall  have  voting  privileges  and will be  eligible  for
dividends.





<PAGE>


                                        V

         The governing board of this corporation shall be know as directors, and
shall be styled directors,  and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the bylaws of this
corporation,  provided that the number of directors shall not be reduced to less
than one (1) director. The name and address of the first director is as follows:

                      Alexis B. Williams: 3072 Zane Circle
                             Las Vegas, Nevada 89121




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT 3-15-99 WITH M SHEPPARD
<TEXT>



                        AMENDMENT TO EMPLOYMENT AGREEMENT

This amendment agreement is hereby made and entered into this 15th day of March,
1999,  by and  between  Financial  Intranet,  Inc.,  a Nevada  corporation  (the
"Company")  and  Michael  Sheppard,  with an office at 410 Saw Mill River  Road,
Suite B2040, Ardsley, NY 10502 (the "Executive").

                                   WITNESSETH

         WHEREAS,  the  Company and the  Executive  entered  into an  Employment
Agreement,  dated September 12, 1997 (the  "Agreement"),  as amended on December
15, 1998 and now desire to amend the Agreement.

        NOW  THEREFORE,  in  consideration  of the  foregoing  and of the mutual
covenants  and  promises  hereinafter  set forth and for other good and valuable
consideration,  the receipt and adequacy of which is hereby acknowledged,  it is
agreed as follows:

         1. Subparagraph  (c)  of paragraph 3 of the Agreement is hereby deleted
and the following is hereby substituted in its place:

        (C) (I) The  parties  acknowledge  that as of  December  31,  1998,  the
Executive  has been  granted  an  option  to  purchase  2,231,352  shares of the
Company's Common Stock. The exercise price shall be $.19 per share.

        All  options  granted under this Employment Agreement expire on December
31, 2002,  subject to termination on such other date as provided as follows (the
"Option Period").  Upon termination,  the Executive shall not be entitled to any
additional options. If the Executive dies, the Executive's estate shall have the
right to exercise  any  options  granted  hereunder  until the end of the Option
Period. In the event the Executive  voluntarily leaves the employ of the Company
, any option then held by the  Executive  shall  terminate  immediately.  In the
event  that the  Executive's  employment  is  terminated  for any  reason by the
Company, any option then held by the Executive shall terminate 90 days following
such  termination,  provided that any options shall terminate  immediately  upon
termination for cause.

                (II) Any option  granted to the  Executive  is  personal  to the
Executive and is not assignable by the Executive. All options shall be exercised
by written notice as called for in this  Employment  Agreement.  Delivery of the
certificates representing the shares called for under the within option shall be
made promptly  after receipt of such notice of exercise,  against the payment of
the purchase price by certified check or cashier's check.

                (III)  Shares  issued  pursuant  to the grant of the  options in
accordance  with  the  terms  of  this  agreement  may not be  sold,  exchanged,
transferred,  pledged, hypothecated, or otherwise disposed of except as provided
for under Rule 144 of the Securities  and Exchange Act of 1933 (the "Act").  The
following shall apply:




<PAGE>



                   (A)    Said Common Stock must be held indefinitely unless (1)
distribution of said Common Stock has been made registered under the Act, (2) as
sale of said Common Stock is made in conformity  with the provisions of Rule 144
of the Act, or (3) in the opinion of counsel  acceptable  to the  Company,  some
other exemption from registration is available;

                   (B)    The  Executive  will  not  make  any sale, transfer or
other disposition  of  said  Common  Stock except in compliance with the Act and
Rules and Regulations thereunder;

                   (C)    The  Executive  is familiar with all of the provisions
of Rule 144 including (without limitation) the holding period thereunder;

                (IV) The Company is under no  obligation  to register  the sale,
transfer or other  disposition  of said Common Stock by the  Executive or on his
behalf or to take any other action necessary in order to make compliance with an
exemption from registration available;

                (V)  There  will  be  a   restrictive   legend   placed  on  the
certificates for said Common Stock stating in substance:

           "The shares  represented by this certificate have not been registered
           under the  Securities  Act of 1933 and may not be sold,  pledged,  or
           otherwise  transferred  except pursuant to an effective  registration
           statement  under  said Act,  SEC Rule 144 or an  opinion  of  counsel
           acceptable to the company that some other exemption from registration
           is available."

                (VI) The  number of Shares  subject  to this  Option  during the
Option Period shall be cumulative as to all prior dates of calculation and shall
be adjusted for any stock  dividend,  subdivision,  split-up or  combination  of
common stock.

                (VII)The exercise price shall subject to adjustment from time to
time as follows:
                         (1)If, at any time during the Option Period, the number
of shares of common stock  outstanding is increased by a stock dividend  payable
in shares of common stock, then, immediately following the record date fixed for
the  determination of holders of shares of common stock entitled to receive such
stock   dividend,   subdivision  or  split-up,   the  exercise  price  shall  be
appropriately  decreased  so that the  number of Shares  included  in the Shares
issuable  upon the exercise  hereof shall be  increased  in  proportion  to such
increase in outstanding shares.

                         (2)If, at any time during the Option Period, the number
of  shares  of  common  stock  outstanding  is  decreased  by a  combination  of
outstanding shares of common stock, then,  immediately following the record date
for such  combination,  the exercise price shall be  appropriately  increased so
that the number of Shares  issuable upon the exercise  hereof shall be decreased
in outstanding shares.




<PAGE>


                (VIII)  The  parties  acknowledge  that  the  Executive  is  not
currently  entitled  to any  additional  options or  warrants  pursuant  to this
agreement or any previous agreement with the Company.

         2.    Except  as  herein  provided,  the Agreement shall remain in full
force and effect.

        IN WITNESS WHEREOF, the  parties  hereto  have  caused the due execution
hereof the day and year first above written.

                                                        Financial Intranet


                                                        By:   /s/Maura Marx,
                                                        Executive Vice President

                                                            /s/Michael Sheppard



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>LETTER AGREEMENT WITH M. SHEPPARD
<TEXT>


  Mr. Michael Sheppard
  % Financial Intranet Inc.
  1 Dag Hammarskold Plaza
  New York, NY 10017

  Dear Michael:

  Preamble of this Letter::

          As you are  aware,  at  least  one  major  telecom  group  has  opened
  conversations    with   Financial   Intranet   Inc.   ("FNTN")   regarding   a
  merger/acquisition  transaction.  Needless  to say,  if FNTN  becomes a merger
  candidate  for a major  private/public  corporation  your  current  employment
  agreement  between FNTN may need to be revised  and/or  terminated.  Since you
  have  expended  a great  deal of your  expertise  and time in  developing  the
  business of FNTN, which in turn may make FNTN an attractive  merger candidate,
  a plan must be approved by FNTN's Board of  Directors  to properly  compensate
  you in the event that any merger negatively  affects your employment  benefits
  currently in place.

  1.-Intent of this Letter of Agreement. - FNTN is aware that upon any occurance
  that creates a change of control of FNTN,  actions may be undertaken  that may
  result in denying you the benefits of your current  employment  agreement,  or
  deny you the full benefits of any options you may enjoy to purchase additional
  shares of FNTN in the  future,  or the  benefits  provided  by this  Letter of
  Agreement.  The above preamble,  therefore is hereby included into, and made a
  part of, this Letter of  Agreement to act to clearly  represent  the intent of
  this Letter of Agreement (Agreement).


2.Benefits to be made available.  - This  Agreement,  subject to the approval of
FNTN's Board of Directors  will  constitute an agreement to the provision of the
benefits  hereinbelow  and made  available  to you by FNTN  which  shall  become
automatically effective, (the "Effective Date") on the date that:

        (a) Control of the business activities of FNTN is acquired by any person
        or group ( not including you or those  affiliated  with you) through the
        issue of additional  voting shares, or the exchange of previously issued
        FNTN's voting shares to third parties under a single control; and

  (b) Not less than  twenty  five  (25%) of the issued  and  Outstanding  voting
  shares  of FNTN is sold  and/or  exchanged  with  any  person  or  group  (not
  including you or those  affiliated  with you) in one or multiple  transactions
  during any concurrent 12 month period; or






<PAGE>



          (c)The  occurrence  of a "change  of  control'  pursuant  to the proxy
             disclosure rule of the Securities and Exchange Commission ("SEC").

             (d)   Change   of  the  terms  of   and/or   termination   of  your
             CurrentEmployment  Agreement on or subsequent to the Effective Date
             providing that:

                      (i) You had  continued  to be  employed  by FNTN under the
                      terms of your Employment  Agreement,  which terms remained
                      in full  operation  from  its  initial  execution  date of
                      January 1, 1998 and up to and including the Effective Date
                      of this Agreement.


                      (ii) Upon the Effective Date there is a proposed or actual
                      change of your employment status with FNTN; or

                      (iii)Any term  of  your  employment agreement with FNTN is
                      changed in any way; or


         (e) You are not  provided  the  opportunity  to renew  the term of your
         employment   agreement  with  FNTN  as  provided  for  in  the  current
         Employment Agreement or you are not reelected to the Board of Directors
         of FNTN or to the Board of  Directors  of the  surviving  entity in the
         event of a merger  or  acquisition  of FNTN  with any  person  or group
         acquiring control as provided for hereinabove.

4.-Benefits  provided.  - If you are  automatically  entitled to the Benefits in
accordance  with, and pursuant to,  paragraphs 1, 2, 3 hereinabove,  FNTN or the
surviving entity resulting from the change of control of FNTN upon the Effective
Date agrees to pay to you, and extend the following Benefits as the case may be:

         (a) A Lump Sum  amount  equal to your  annual  employment  compensation
         pro-rated  for  the  period   remaining  of  your  current   employment
         agreement,  providing  that  the  employment  agreement  had  not  been
         previously  terminated  for  cause by the FNTN  prior to the  Effective
         Date; plus


         (b)   A lump sum of two (2) your annual compensation  averaged over the
         most recent  two  (2)  year  calendar  years  ending   coincident  with
         or immediately before the Effective Date.

         (c)   Any Options granted to you as  compensation  under  the  terms of
         paragraph  3  (c)  of  your   current  employment  agreement  shall  be
         automatically amended to provide the


<PAGE>



         following amendments of the option terms and conditions:

                (i)  the options granted will expire upon the one thousand eight
                     hundred and  twenty  fifth (1, 825) day following the grant
                     date: and

                (ii) the options may be encumbered, sold,  transferred  or other
                     wise be disposed of  without  any  restrictions  whatsoever
                     and  shall  not be considered being issued to you as solely
                     for your personal exercise.

5.-Enforcement  of the terms of this Agreement.  It is the further the intent of
FNTN that you should  not be  required  to incur the  expenses  associated  with
enforcing your rights under this  Agreement  because such expenses would detract
from the benefits intended to be extended hereunder.  Accordingly,  if following
the Effective  Date, it should appear that FNTN has not, or will attempt not to,
comply  with any of its  obligations  under  this  Agreement,  FNTN  irrevocably
authorizes  you to, from time to time,  retain  counsel of your  choice,  at the
expense  of  FNTN  to  represent  you in  connection  with  the  defense  of any
litigation or other legal action,  whether such action is by, or against,  FNTN,
any director,  officer,  shareholder or other person affiliated with FNTN and in
any jurisdiction. The reasonable fees and expenses of counsel selected from time
to time by you as hereinabove  provided shall be paid directly by, or reimbursed
to you, by FNTN on a periodic basis upon  presentation to FNTN of a statement(s)
prepared  by such  counsel up to a maximum in the  aggregate  of two hundred and
fifty thousand ( $250,000) dollars.

 (a)   FNTN shall not take any action to seek reimbursement for  its expenses in
       connection  with  any  disputes  relating  to  the enforceability of this
       Agreement.

6.-Severance  Pay. - Any  payments  made to you,  or required to be paid to you,
under this  Agreement  shall not be treated as damages  but rather as  severance
compensation  to which you are  entitled  to by reason of your  termination  the
status of your current employment terms.

(a) FNTN shall not be  entitled  to set off  against  the amount  payable to you
under the terms of this  Agreement of any amounts  earned by you, or any amounts
earned by you in other  employment  after  termination of your  employment  with
FNTN, or any amounts which might have been earned by you in other employment had
other such employment  been sought by your current  employment or changes in the
status of your current employment terms.

7.-Assignment.  - This  Agreement  shall be binding  upon the parties  heret and
their respective  personal  representatives,  heirs,  successors and assigns but
neither this Agreement nor any right hereunder may be assigned or transferred to
either party. Notwithstanding the foregoing:

(a) FNTN is  obligated  to assign this  Agreement  to any  corporation  or other
business entity  succeeding to control FNTN and/or  succeeding to  substantially
all of the FNTN's business and assets by merger, consolidation,  sale of assets,
or otherwise and FNTN is obligated to obtain the assumption of this Agreement by
such successor; and



<PAGE>


(b) You may assign,  transfer  or other  dispose  of, or  encumber,  any Options
granted to you prior to the Effective  Date as provided for in paragraph of this
Agreement,

8. -Entire  Agreement.  - This Letter  Agreement  contains the entire  agreement
between the parties. This Agreement may be changed only through a writing signed
by both  parties  seeking any waiver,  change  modification,  amendment,  and/or
extension of this Agreement.

9.  -Governing  Law: - This Agreement  shall be governed by, and subject to, the
laws of the State of New York.

10.  -Severability.  -  The  invalidity  or  enforceability  of  any  particular
provision  of this  Agreement  shall not  affect any other  provisions  and this
Agreement  and  shall  be  construed  in all  respects  as if  such  invalid  or
unenforceable provision had not been contained herein.

11. -Notices.  Notices  hereunder shall be in writing and shall be deeme to have
been duly given if delivered in person or sent by certified mail, return receipt
requested,  postage prepaid, addressed as set forth above, or at such address as
shall be furnished in writing by any party to the other.

Please  signify your agreement with the above terms of this Agreement by signing
and returning to FNTN the enclosed copy of this Agreement.

                                                    Cordially

                                                    Financial Intranet, Inc.
                                                     /s/ Ben Stein
                                                         Ben Stein, Secretary
Accepted and Agreed

/s/Michael Sheppard
Michael Sheppard



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT 3-15-99 WITH M. MARX
<TEXT>


                        AMENDMENT TO EMPLOYMENT AGREEMENT

  This  amendment  agreement  is hereby made and  entered  into this 15th day of
  March,  1999, by and between Financial  Intranet,  Inc., a Nevada  corporation
  (the  "Company")  and Maura  Marx,  with an office at 410 Saw Mill River Road,
  Suite B2040, Ardsley, NY 10502 (the "Executive).

                                   WITNESSETH

          WHEREAS,  the Company and the  Executive  entered  into an  Employment
  Agreement, ,dated September 12,1997 (the "Agreement"),  as amended on December
  15,1998, and now desire to further amend the Agreement.

          NOW  THEREFORE,  in  consideration  of the foregoing and of the mutual
  covenants and promises  hereinafter  set forth and for other good and valuable
  consideration, the receipt and adequacy of which is hereby acknowledged, it is
  agreed as follows:

          I . Subparagraph (c) of paragraph 3 of the Agreement is hereby deleted
  and the following is hereby substituted in its place:

          (C) (1) The parties  acknowledge  that as of December  31,  1998,  the
  Executive  has been  granted  an option to  purchase  1,350,495  shares of the
  Company's Common Stock. The exercise price shall be $.19 per share.

          All options granted under this Employment Agreement expire on December
  31,  2002,  subject to  termination  on such other date as provided as follows
  (the "Option Period").  Upon termination,  the Executive shall not be entitled
  to any additional options. If the Executive dies, the Executive's estate shall
  have the right to exercise any options granted  hereunder until the end of the
  Option Period. In the event the Executive voluntarily leaves the employ of the
  Company, any option then held by the Executive shall terminate immediately. In
  the event that the Executive's  employment is terminated for any reason by the
  Company,  any  option  then  held by the  Executive  shall  terminate  90 days
  following  such  termination,   provided  that  any  options  shall  terminate
  immediately upon termination for cause.

                    (II) Any option  granted to the Executive is personal to the
    Executive  and is not  assignable  by the  Executive.  All options  shall be
    exercised  by  written  notice as called for in this  Employment  Agreement.
    Delivery of the  certificates  representing  the shares called for under the
    within  option  shall be made  promptly  after  receipt  of such  notice  of
    exercise,  against the payment of the purchase  price by certified  check or
    cashier's check.

                (III)  Shares  issued  pursuant  to the grant of the  options in
accordance  with  the  terms  of  this  agreement  may not be  sold,  exchanged,
transferred,  pledged, hypothecated, or otherwise disposed of except as provided
for under Rule 144 of the Securities and Exchange Act of 1933 (the "Act7').  The
following shall apply:





<PAGE>







                         (A)        Said  Common Stock must be held indefinitely
unless (1)  distribution of said Common Stock has been made registered under the
Act, (2) as sale of said Common Stock is made in conformity  with the provisions
of Rule 144 of the Act,  or (3) in the  opinion  of  counsel  acceptable  to the
Company, some other exemption from registration is available;

                         (B)        The  Executive  will  not  make  any   sale,
transfer or other disposition of said Common Stock except in compliance with the
Act and Rules and Regulations thereunder;

                         (C)        The  Executive  is  familiar with all of the
provisions  of Rule  144  including  (without  limitation)  the  holding  period
thereunder;

                (IV) The Company is under no  obligation  to register  the sale,
transfer or other  disposition  of said Common Stock by the  Executive or on his
behalf or to take any other action necessary in order to make compliance with an
exemption from registration available;

                (V)  There  will  be  a   restrictive   legend   placed  on  the
certificates for said Common Stock stating in substance:

           "The shares  represented by this certificate have not been registered
           under the  Securities  Act of 1933 and may not be sold,  pledged,  or
           otherwise  transferred  except pursuant to an effective  registration
           statement  under  said Act,  SEC Rule 144 or an  opinion  of  counsel
           acceptable to the company that some other exemption from registration
           is available."

                (VI) The  number of Shares  subject  to this  Option  during the
Option Period shall be cumulative as to all prior dates of calculation and shall
be adjusted for any stock  dividend,  subdivision,  split-up or  combination  of
common stock.

                (VII)The exercise price shall be subject to adjustment from time
to time as follows:
                         (1)If, at any time during the Option Period, the number
of shares of common stock  outstanding is increased by a stock dividend  payable
in shares of common stock, then, immediately following the record date fixed for
the  determination of holders of shares of common stock entitled to receive such
stock   dividend,   subdivision  or  split-up,   the  exercise  price  shall  be
appropriately  decreased  so that the  number of Shares  included  in the Shares
issuable  upon the exercise  hereof shall be  increased  in  proportion  to such
increase in outstanding shares.

                         (2)If, at any time during the Option Period, the number
of  shares  of  common  stock  outstanding  is  decreased  by a  combination  of
outstanding shares of common stock, then,  immediately following the record date
for such combination, the exercise price shall


<PAGE>


be  appropriately  increased  so that the  number  of Shares  issuable  upon the
exercise hereof shall be decreased in outstanding shares.


                (VIII)  The  parties  acknowledge  that  the  Executive  is  not
currently  entitled  to any  additional  options or  warrants  pursuant  to this
agreement or any previous agreement with the Company.

         2.    Except  as  herein  provided,  the Agreement shall remain in full
force and effect.

        IN WITNESS  WHEREOF,  the parties  hereto have caused the due  execution
hereof the day and year first above written.

                                                        Financial Intranet

                                                        By: Michael Sheppard

                                                            Maura Marx



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>LETTER AGREEMENT REGISTRANT AND M MARX
<TEXT>



Ms. Maura Marx
% Financial Intranet Inc.
1 Dag Hammarskold Plaza
New York, NY 10017

Dear Maura:

Preamble of this Letter::

        As  you  are  aware,  at  least  one  major  telecom  group  has  opened
conversations   with   Financial    Intranet   Inc.   ("'FNTN")    regarding   a
merger/acquisition  transaction.  Needless  to say,  if FNTN  becomes  a  merger
candidate  for a  major  private/public  corporation,  your  current  employment
agreement between FNTN may need to be revised and/or terminated.  Since you have
expended a great deal of your  expertise and time in developing  the business of
FNTN, which in turn may make FNTN an attractive merger candidate, a plan must be
approved by FNTN's Board of Directors  to properly  compensate  you in the event
that any merger negatively affects your employment benefits currently in place.

1. Intent of this Letter of  Agreement.  FNTN is aware that upon any  occurrence
that  creates a change of control of FNTN,  actions may be  undertaken  that may
result in denying you the benefits of your current employment agreement, or deny
you the full benefits of any options you may enjoy to purchase additional shares
of FNTN in the future, or the benefits provided by this Letter of Agreement. The
above  preamble,  therefore is hereby  included  into,  and made a part of, this
Letter of  Agreement  to act to clearly  represent  the intent of this Letter of
Agreement (Agreement),

2. Benefits to be made  available.  This  Agreement,  subject to the approval of
FNTN's Board of Directors  will  constitute an agreement to the provision of the
benefits  hereinbelow  and made  available  to you by FNTN  which  shall  become
automatically effective, (the "Effective Date") on the date that:

         (a)  Control of the  business  activities  of FNTN is  acquired  by any
         person  or group ( not  including  you or those  affiliated  with  you)
         through  the issue of  additional  voting  shares,  or the  exchange of
         previously  issued FNTN's voting shares to third parties under a single
         control; and

         (b) Not less than  twenty  five  (25%) of the  issued  and  outstanding
         voting shares of FNTN is sold and/or exchanged with any person or group
         (not  including  you or those  affiliated  with you) in one or multiple
         transactions during any concurrent 12 month period; or

                (c)  The  occurrence  of  a  "change of control" pursuant to
                the  proxy  disclosure  rule  of  the  Securities  and  Exchange
                Commission ("SEC").

                (d)  Change of  the  terms of and/or termination of your Current
                Employment


<PAGE>



                Agreement on or subsequent to the Effective Date providing that:

                       (i) You had  continued  to be  employed by FNTN under the
                       terms of your Employment Agreement,  which terms remained
                       in full  operation  from its  initial  execution  date of
                       January  1, 1998 and up to and  including  the  Effective
                       Date of this Agreement.

                       (ii)Upon the Effective Date there is a proposed or actual
                       change of your employment status with FNTN; or

                       (iii)Any  term  of your employment agreement with FNTN is
                       changed in any way; or

                (e)  You  are  not provided the opportunity to renew the term of
                your  employment  agreement  with  FNTN  as  provided for in the
                current Employment Agreement,

4.Benefits  provided.  If you are  automatically  entitled  to the  Benefits  in
accordance  with, and pursuant to,  paragraphs 1, 2, 3 hereinabove,  FNTN or the
surviving entity resulting from the change of control of FNTN upon the Effective
Date agrees to pay to you, and extend the following Benefits as the case may be:

                (a)  A  Lump  Sum  amount   equal  to  your  annual   employment
                compensation  pro-rated for the period remaining of your current
                employment  agreement,  providing that the employment  agreement
                had not been  previously  terminated for cause by the FNTN prior
                to the Effective Date; plus

                (b) A lump  sum of two (2)  times  of your  annual  compensation
                averaged over the most recent two (2) year calendar years ending
                coincident with or immediately before the Effective Date

Financial Intranet. Inc.

                (c) Any options granted to you as  compensation  under the terms
                of paragraph 3 (c) of your current employment agreement shall be
                automatically amended to provide the following amendments of the
                option terms and conditions:

                         (i)  the  options  granted  will  expire  upon  the one
                         thousand  eight  hundred  and  twenty fifth (1,825) day
                         following the grant date: and

                         (ii) the options may be encumbered,  sold,  transferred
                         or other wise be disposed  of without any  restrictions
                         whatsoever and shall not be considered  being issued to
                         you as solely for your personal exercise.

5. Enforcement of the terms of this Agreement. It  is  the further the intent of


<PAGE>



FNTN that you should  not he  required  to incur the  expenses  associated  with
enforcing your rights under this  Agreement  because such expenses would detract
from the benefits intended to be extended hereunder.  Accordingly,  if following
the Effective  Date, it should appear that FNTN has not, or will attempt not to,
comply  with any of its  obligations  under  this  Agreement,  FNTN  irrevocably
authorizes  you to, from time to time,  retain  counsel of your  choice,  at the
expense  of  FNTN  to  represent  you in  connection  with  the  defense  of any
litigation or other legal action,  whether such action is by, or against,  FNTN,
any director,  officer,  shareholder or other person affiliated with FNTN and in
any jurisdiction. The reasonable fees and expenses of counsel selected from time
to time by you as hereinabove  provided shall be paid directly by, or reimbursed
to you, by FNTN on a periodic  basis upon  presentation  to FNTN of a statements
prepared  by such  counsel up to a maximum in the  aggregate  of two hundred and
fifty thousand ( $250,000) dollars.

                (a) FNTN shall not take any action to seek reimbursement for its
                expenses  in  connection  with  any  disputes  relating  to  the
                enforceability of this Agreement.

6. Severance Pay: Any payments made to you, or required to be paid to you, under
this  Agreement  shall  not be  treated  as  damages  but  rather  as  severance
compensation to which you are entitled to by reason of your  termination of your
current employment or change in the status of your current employment terms.

                (a) FNTN  shall not  be entitled to set off  against the amounts
                payable to you under the terms of this agreement  amounts earned
                by you, or any amounts earned by you in other employment   after
                termination of your employment with FNTN, or any  amounts  which
                might  have  been earned by you in other  employment  had  other
                such  employment  been sought by you.

7. Assignment. This Agreement shall be binding upon the parties hereto and their
respective personal  representatives,  heirs, successors and assigns but neither
this Agreement nor any right  hereunder may be assigned or transferred to either
party. Notwithstanding the foregoing:

                  (a)  FNTN  is  obligated  to  assign  this  Agreement  to  any
                  corporation  or other  business  entity  succeeding to control
                  FNTN  and/or  succeeding  to  substantially  all of the FNTN's
                  business and assets by merger, consolidation,  sale of assets,
                  or otherwise and FNTN is obligated to obtain the assumption of
                  this Agreement by such successor; and

                  (b) You may assign, transfer or other dispose of, or encumber,
                  any  Options  granted  to you prior to the  Effective  Date as
                  provided for in paragraph of this Agreement.

8. Entire Agreement. This Letter Agreement contains the entire agreement between
the parties. This Agreement may be changed only through a writing signed by both
parties seeking any waiver, change modification, amendment, and/or extension of


<PAGE>


this Agreement.

9. Governing Law: This Agreement  shall be governed by, and subject to, the laws
of the State of New York.

10.  Severability.  The invalidity or enforceability of any particular provision
of this Agreement shall not affect any other provision(s) and this Agreement and
shall be construed in all respects as if such invalid or unenforceable provision
had not been contained herein.

11. Notices.  Notices  hereunder shall be in writing and shall be deemed to have
been duly given if delivered in person or sent by certified mail, return receipt
requested,  postage prepaid, addressed as set forth above, or at such address as
shall be furnished in writing by any party to the other.


Please  signify your agreement with the above terms of this Agreement by signing
and returning to FNTN the enclosed copy of this Agreement

                                        Cordially

                                        Financial Intranet, Inc.
                                       By./s/ Michael Sheppard (title) President
                                              Michael Sheppard
Accepted and Agreed

/s/ Ms. Maura Marx
        Maura Marx



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>LETTER AGREEMENT 7-1-2000 WITH M. MARX
<TEXT>




July 1, 2000

Ms. Maura Marx
43 Old Deer Park Road
Katonah, NY 10536


Personal & Confidential


Dear Maura:

As we discussed I would like to thank you for your  participation and input into
the decision making process at Financial Intranet,  Inc. ("FNTN"), the result of
which  is that  we  will be  consolidating  the  corporate  headquarters  of the
company.

In light of that decision, and your wish not to remain with FNTN in a diminished
capacity due to the  downsizing  we are offering  you the  following  transition
package.  We agree  that  July 1,  2000,  would be your last day with FNTN as an
active employee and Executive Vice President and Secretary,  and as part of your
transition from FNTN, and consideration for your cooperation in transmitting any
open  issues  that you are  working  on and your  voluntary  termination  of any
employment agreement that may be in force of this date, you will receive:

1.    Salary in the normal FNTN payroll cycle through September 15, 2000.

2.    A full vesting of any  FNTN  options previously granted to you that are to
      day unvested, and the right to exercise through  December  31, 2002 all of
      the FNTN options that you have the right to exercise.  We agree that these
      options  will enjoy the benefit of registration  rights if any such rights
      are filed and  become  a  part  of  an  effective  registration  statement
      involving FNTN.

3.    A  grant  of  an  additional  3,000,000  options  of  FNTN  common  stock,
      exercisable at $.01 per  share,  with  registration  rights as  granted in
      paragraph 2 above with penalties for failure to deliver any such exercised
      stock as provided to other FNTN investors prior to this date. Such options
      shall  enjoy a standard cashless exercise feature,

4.    Forgiveness  of  the $25,000, plus accrued interest, indebtedness due from
      you to FNTN.

5.    Permanent  use  and possession of your IBM and SON' office PC laptops, the
      Dell desktop computer and HP Laserjet 6L printer.





<PAGE>


6.    An indemnification by FNTN, its successors or assigns,  against any claims
      includes  reasonable legal expenses,  made against you in your capacity as
      or due to  your  capacity  as  an  officer,  employee  or  shareholder  of
      Financial Intranet, Inc.

      Maura, you have been a key member of FNTN's senior  management team and of
      great assistance to the company, its clients and investors from its start-
      up  phase  to this  point.  We want to thank you for that  support and for
      your  dedication  and  commitment to all success of the business.  We also
      want to wish you the very best luck for continued success.

      If you agree to the terms of your separation from FNTN  a  detailed above,
      please  indicate  by  signing  below  one copy of this letter. By signing,
      please note that you  are also waiving any claim that you may have against
      FNTN,  its  officers,  consultants  and  directors,  in  your  capacity as
      employee  and/or officer.  Also note that any amounts paid to you pursuant
      to  the  letter  will  be  made  net  of  any and all taxes required to be
      withheld by FNTN on such amounts.

      This agreement shall be governed by the laws of the State of New York.

Thanks again for all of your efforts,

Sincerely,
/s/ Michael Sheppard
    Michael Sheppard
    President and Chief Executive Officer and Chairman of the Board

Agreed to and accepted:
/s/ Maura Marx
    Maura Marx



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>0008.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT 8-23-99 WITH C. RINKER
<TEXT>


                              EMPLOYMENT AGREEMENT

                  This  Employment  Agreement (the  "Agreement")  is dated as of
      August 23, 1999,  between FINANCIAL  INTRANET,  INC., a Nevada Corporation
      headquartered  at 116 Radio  Circle,  Mount  Kisco,  New York  10549  (the
      "Company") and COREY RINKER,  of 12 Stonewall Circle,  West Harrison,  New
      York 10604 ("Employee").

                                   WITNESSETH

                WHEREAS, the Company is engaged in the business of providing, in
part, a proprietary,  secured,  on-demand text and video  financial  information
network that links the Brokerage community and the Mutual Fund industry together
and connects both to the individual investor,  but with the current intention to
expand such offerings to a broader based commercial and individual audience (the
"Business"); and

                WHEREAS, the Company desires to employ Employee initially in the
capacities  of  Chief  Financial  Officer  and Vice  President  of  Finance  and
Administration, with additional increased operational roles and responsibilities
contemplated  during the term  hereof and  subject to  satisfactory  performance
during  the term  hereof  and at the sole  discretion  of the  President  of the
Company,  and the Employee  desires to accept such employment in such capacities
to the Company on the terms and conditions set forth herein;

                NOW, THEREFORE,  in consideration of the premises and the mutual
covenants and obligations  hereinafter set forth, the parties hereto,  intending
to be legally bound, hereby agree as follows:


              1. EMPLOYMENT AND TERM. The Company hereby employs  Employee,  and
      Employee hereby accepts such employment in the capacities and on the terms
      and subject to the conditions set forth herein.  Subject to the provisions
      for termination as hereinafter provided,  the term of this Agreement shall
      commence on August 23, 1999 (the "Commencement  Date") and end on December
      31, 2002 (the "Original Term of Employment").  The terms of this Agreement
      may be  extended by the Company for an  additional  period  commencing  on
      January 1, 2003 and ending on December  31, 2004  provided (a) the Company
      expressly  informs  Employee in writing six (6) months before December 31,
      2002 that it intends to extend the term of this  Agreement  on terms equal
      to, or better than,  the terms of the Original Term of Employment  and (b)
      Employee  accepts  the  extension  and  terms of this  Agreement  for such
      additional  period.  The  additional  period,  if any,  together  with the
      Original Term of Employment are  hereinafter  collectively  referred to as
      the "Term of Employment". If the Company does not inform Employee of the


<PAGE>



      extension of this  Agreement,  this Agreement shall expire on December 31,
      2002 unless  terminated  earlier as provided herein.  Employee accepts and
      agrees to such employment, subject to the general supervision,  advice and
      direction of the President.

          2. DUTIES.  During the Term of Employment,  Employee agrees to perform
  faithfully,  industriously, and to the best of Employee's ability, experience,
  and  talents,  all of the  duties  that may be  required  by the  express  and
  implicit terms of this Agreement and which are both  customarily  performed by
  an employee situated in similar position and to the reasonable satisfaction of
  the President of the Company.  Such duties shall be provided at such places as
  the needs,  business, or opportunities of the Company may require from time to
  time and shall  include,  but not be limited to,  attending  to all  financial
  matters  related  to the  Company  including  financial  reporting,  mergers &
  acquisitions,  other capital structure matters and investor relations, SEC and
  other  regulatory  compliance,   outside  counsel,   accountants,   and  other
  consultants  as may be engaged,  and building and managing the  administrative
  and  accounting  department's  functions,  roles and  responsibilities.  It is
  further  contemplated  by the parties  hereto  that,  subject to  satisfactory
  performance  by Employee and at the  discretion of the  President,  Employee's
  responsibilities  will be increased over the term hereof to include additional
  operational oversight and management

          Employee shall not,  without prior written consent of the President of
  the  Company  during the Term of  Employment,  other than the  Performance  of
  duties  naturally  inherent  in the  business  of the  Company as  applicable,
  perform services of any professional or commercial nature for any other person
  or firm,  whether for compensation or otherwise;  provided,  however,  that so
  long as it does not interfere with his employment hereunder, Employee may: (a)
  attend to outside investments; (b) serve as a director, trustee, or officer of
  or  otherwise  participate  in  professional,  educational,  welfare,  social,
  religious  and civic  organizations;  and (c) serve as a director,  officer or
  employee of any other  entity if and to the extent  consented to in writing by
  the President of the Company.

          Employee  shall  arrange  his  affairs  and  lifestyle  so that he can
  perform his duties from the Company's  offices  currently located at 116 Radio
  Circle,  Mount Kisco, New York or at office facilities at such other locations
  approved by the  President  of the Company.  If Employee  fails to continue to
  perform  his  duties  upon  a  reasonable   change  of  the  current   Company
  headquarters,  this  contract  shall be  deemed  terminated  for  cause by the
  Company.







<PAGE>



          3.  COMPENSATION,  AND BENEFITS.  As  compensation to Employee for the
  services provided by Employee under this Agreement, the Company will initially
  pay Employee an annual base salary of $135,000  payable in accordance with the
  Company's usual payroll procedures. In addition, Employee will be eligible for
  annual  incentive  bonuses and stock  option  awards which will be at the sole
  discretion  of  the  President  of  the  Company.  Upon  termination  of  this
  Agreement,  salary  payments  under  this  paragraph  shall  cease;  provided,
  however,  that Employee shall be entitled to payments of salary and incentives
  for periods if any have been awarded for partial  periods that occur-red prior
  to the date of  termination  and for  which  Employee  has not yet been  paid.
  Accrued  vacation will be paid in accordance  with state law and the Company's
  customary  procedures.  This  section of the  Agreement  is included  only for
  accounting and payroll  purposes and shall not be construed as  establishing a
  minimum or definite term of employment.

           Employee agrees that the Company, or its subsidiaries and affiliates,
  as  applicable,  shall  withhold  from  any and all  compensation  paid to and
  required  to be paid to  Employee  pursuant to this  Agreement,  all  federal,
  state,  local and/or other taxes which the Company  determines are required to
  be withheld in accordance with the applicable  statutes or regulations then in
  effect and all  amounts  required  to be  deducted  in  respect of  Employee's
  coverage under applicable benefit plans. In addition,  Employee,  upon signing
  of this  Agreement,  is hereby  granted an option to purchase up to  1,750,000
  shares of the Company's Common Stock (the "Option") at a price per share equal
  to eighty  percent (80%) of the per share closing bid price on the third month
  anniversary date of the signing of this Agreement (the "Grant Date"). Employee
  shall have the right to exercise  thirty three and one third percent  (33.33%)
  of the options at the end of each twelve-month  period of the Original Term of
  Employment;  provided further,  however,  that upon a change of control of the
  Company,  as defined below in this  Paragraph 3, all such  remaining  unvested
  Options  held by  Employee  shall  immediately  then become  fully  vested and
  exercisable.  Such options  shall expire with  termination  for cause or after
  ninety (90) days without  cause or upon the last date of the Original  Term of
  Employment or any extension thereof whether exercised in whole or in part.

                      For the purpose of this  Agreement,  a "Change of Control"
shall mean:

                      (a) the  acquisition  by  any  individual, entity or group
                          (within the meaning of Section 13(d)(3) or 14(d)(2) of
                          the  Securities  Exchange  Act  of 1934, as amended of
                          beneficial ownership (within the meaning of Rule 13d-3
                          promulgated  under such Act) of 25% or more of  either
                          (i) the then outstanding shares of common stock of the
                          Company or (ii) the combined voting power of the  then
                          outstanding  voting securities of the Company entitled
                          to vote generally in the election of directors; or


<PAGE>




                      (b) approval by the shareholders of the Company  of  (i) a
                          complete liquidation  or dissolution of the Company or
                          (ii) the  sale  or  other  disposition   of   all   or
                          substantially all of the assets of the Company.

            The Option is personal to Employee  and shall not be  encumbered  or
    otherwise  disposed  of,  except that in the event of the death of Employee,
    his estate shall have the right,  within six (6) months after his death,  to
    exercise  the Options  available  to Employee at the time of his death.  The
    Option shall be exercised by written notice as called for in this Agreement.

        Delivery of the  certificates  representing  the shares called for under
the Option shall be made  promptly  after receipt of such notice of exercise and
against the payment of the purchase price by certified check or cashier's check.

        The shares issued pursuant to the grant of the Option in accordance with
the terms of this  paragraph  shall be  restricted  shares  and may not be sold,
exchanged,  transferred,  pledged, hypothecated, or otherwise disposed of except
as provided  for under rule 144 of the  Securities  Act of 1933 (the "Act") and:
(i) said Common Stock shall be held indefinitely unless (1) distribution of said
Common Stock has been made  registered  under the Act, (2) a sale of said Common
Stock is made in conformity  with the  provisions of Rule 144 of the Act, or (3)
in the opinion of counsel  acceptable to the Company,  some other exemption from
registration  is available;  (ii)  Employee will not make any sale,  transfer or
other  disposition  of said Common Stock except in  compliance  with the Act and
Rules and  Regulations  thereunder;  (iii)  Employee is familiar with all of the
provisions  of Rule  144  including  (without  limitation)  the  holding  period
thereunder;  (iv) the  Company  is under no  obligation  to  register  the sale,
transfer or other  disposition of said Common Stock by Employee or on his behalf
or to take any  other  action  necessary  in order  to make  compliance  with an
exemption  from  registration  available;  and (v) there shall be a  restrictive
legend placed on the certificates for said Common Stock stating in substance:

                   "The shares  represented  by this  certificate  have not been
        registered  under  the  Securities  Act of 1933  and  may  not be  sold,
        pledged,  or  otherwise  transferred  except  pursuant  to an  effective
        registration  statement  under  said Act,  SEC rule 144 or an opinion of
        counsel  acceptable  to the  Company  that  some  other  exemption  from
        registration is available."







<PAGE>



        4.  REIMBURSEMENT  FOR EXPENSES IN ACCORDANCE WITH COMPANY  POLICY.  The
Company  shall  reimburse  Employee  for  reasonable  and  normal  out-of-pocket
expenses  in  accordance  with its  policies  in  effect  from  time to time and
including, but not limited to, professional dues, meetings and related expenses.

        5.  RECOMMENDATIONS FOR IMPROVING OPERATIONS.   Employee  shall  provide
the Company with all information,  suggestions and recommendations regarding the
Company's  business of which  Employee has knowledge  that will be of benefit to
the Company.

          6. VACATION, HOLIDAYS AND RELATED BENEFITS. Employee shall be entitled
  to such employee  benefits as the Company currently offers or may offer to its
  other similarly situated executives which include three (3) weeks vacation per
  annum,  holidays,  and other related benefits in accordance with the Company's
  policies.

          7. INSURANCE BENEFITS.  Employee  shall  be  entitled   to   insurance
benefits,  in accordance with the Company's applicable insurance contract(s) and
policies and applicable  state law, and similar to those of other  executives of
the Company.  These benefits  shall  include,  but may not be limited to, health
insurance and Directors and Officers insurance.

          8.  OTHER  BENEFITS.  Employee  shall  be  entitled  to the  following
additional  benefits,  and such other  benefits as may be provided in accordance
with the Company's  policies in effect from time to time: (i)  participation  in
the Company's  pension and/or  profit-sharing  plans,  401(k) plan and incentive
stock option plans in accordance  with the plan's terms and the  requirements of
law;  and (ii)  participation  in any other  benefits  similar to those of other
executives  of the Company,  including,  commencing on April 1, 2000, an initial
car allowance of $400 per month and a car insurance  allowance of $100 per month



          9.TERMINATION.   This  Agreement  may be terminated by either party as
follows:

         (a) The  Company  for any reason  may cancel the term of this  contract
         within the first  three  months of  employment.  If this  event  occurs
         Employee  shall be entitled to a  percentage  of the first year options
         based on the time worked.

         (b) The Company may terminate this Agreement for cause immediately upon
         written  notice  to  Employee.  "Termination  for  cause"  shall   mean
         discharge  by  the  Company by reason of the following:  (i) Employee's
         conviction of any act which constitutes a felon offense under


<PAGE>



         applicable  law  in  connection  with  the  performance  of  Employee's
         obligations  on  behalf  of the  Company  or which  affects  Employee's
         ability  to perform  his  obligations  as an employee of the Company or
         under   any   employment   agreement,    non-competition     agreement,
         confidentiality  agreement  or  like  agreement  or  covenant   between
         Employee  and the Company or which materially an adversely  affects the
         reputation  and  business  activities  of the  Company;(ii)  Employee's
         willful  misconduct  in connection wit h the  performance of Employee's
         duties  and  responsibilities  as an  employee  of the  Company;  (iii)
         Employee's  commission  of an act of  embezzlement  fraud or dishonesty
         which  results  in a  loss,  damage  or  injury  to th  Company;  (iv)
         Employees's  substantial  and continuing neglect or gross negligence in
         the  performance  of  Employee's  duties as an employee of the Company;
         (v)  Employee's  unauthorized  use  or  unauthorized  disclosure of any
         trade  secret  or   confidential   information  of  the  Company  which
         adversely  affects  the  business of the  Company;  provided,  that any
         disclosure  of  any trade  secret or  confidential  information  of the
         Company  to a third party in the ordinary  course of business who signs
         a  confidentiality  agreement  shall  not  be  deemed a breach  of this
         subparagraph; (vi) substance or alcohol abuse for which Employee fails
         to  undertake and maintain  treatment  within 5 days after requested by
         the  Company or (vii) Employee's continuing material failure or refusal
         to  perform his duties in accordance  with the terms of this  Agreement
         or  to carry out in all material  respects the lawfu  directives of the
         President;  provided  that  discharge  pursuant  to  this  subparagraph
         (viii)  shall constitute discharge for cause only if Employee has first
         received  written  notice from the President of the Compan stating with
         specificty  the  nature of such  failure or refusa and, if requested by
         Employee  within 5 days  thereafter,  Employee is afforded a reasonable
         opportunity to be heard before the Board.


        Upon such  termination for cause,  Employee shall lose all right,  title
and interest in and to all payments  required to be made in accordance  with the
provisions of this Agreement,  and the Company shall have no further  obligation
to Employee hereunder,  except for compensation pursuant to Paragraph 3 to which
Employee is entitled  through the date of  termination,  bonus  compensation  to
which  Employee is entitled for and in respect of the  preceding  fiscal year if
not theretofore  paid, and any benefits  referred to in Paragraphs 3, 6, 7 and 8
hereof to which  Employee has a vested night under the terms and  conditions  of
the  plan  or  program  pursuant  to  which  such  benefits  were  granted.  The
compensation paid under this Agreement shall be the Employee's exclusive remedy.



<PAGE>



        (c) The Company may  terminate  the Employee  without cause at any time,
including  termination  due to the  elimination of Employee's  position due to a
change of control of the Company as defined in Paragraph 3 herein.  In the event
of  termination  of  Employment  without  cause or due to such change of control
during the term of this Agreement,  including any extension thereof, the Company
shall pay or provide to Employee  (in  addition  to the salary,  bonus and other
compensation  to which  Employee  shall be entitled or which Employee shall have
earned  pursuant to Paragraph 3 hereof through the date of such  termination and
any benefits  referred to in Paragraphs  3, 6, 7 and 8 hereof in which  Employee
has a vested  right  under  the  terms  and  conditions  of the plan or  program
pursuant  to which  such  benefits  were  granted),  the full  compensation  and
benefits as set forth or referred to in Paragraph 3 for what would,  absent such
termination,  have been the  remaining  term  hereof to be paid at the time such
compensation and benefits would have been due under this Agreement. In addition,
any stock options to which he is entitled will become fully vested immediately.

        (d) Employee may terminate  this Agreement upon 60 days' written notice;
provided,  however,  that the  Company  can waive  this  notice  and agree  with
Employee to an earlier  termination  date.  Upon  termination  by Employee,  all
obligations  of the Company and Employee  under this  Agreement will cease as of
the date of final termination, except Employee's obligations under Paragraphs 12
and 13 shall survive.


          10.  TERMINATION  FOR DEATH OR DISABILITY.  The Company shall have the
option to  terminate  this  Agreement  if Employee  dies or becomes  permanently
disabled  and is no  longer  able to  perform  the  essential  functions  of the
position with reasonable  accommodation.  The Company shall exercise this option
by giving ninety days (90) written  notice to Employee or his  beneficiary,  who
shall be entitled to a pro rata portion of any incentive  bonuses to which he is
entitled.  Salary will cease at the end of this ninety-day  period. In addition,
any stock options to which he is entitled will become fully vested immediately.

          11.  COMPLIANCE WITH COMPANY RULES.  Employee  agrees  to  comply with
all of the rules and regulations of the Company.

          12.  RETURN OF PROPERTY. Upon termination of this Agreement,  Employee
shall deliver all property (including keys, records, data, memoranda, models and
equipment)  that is in  Employee's  possession or under his control which is the
Company's property or related to the Company's  business.  Such obligation shall
be  governed  by  any  Paragraph  13  herein  or  separate   confidentiality  or
proprietary rights agreement signed by Employee.





<PAGE>



          13.  CONFIDENTIALITY,  OWNERSHIP.  (a) During  the  Term of Employment
and for a period of twelve (12) months thereafter,  so long as the Company is in
business, the Employee shall not disclose,  divulge,  discuss, copy or otherwise
use or suffer to be used in any manner,  in competition  with or contrary to the
interests  of, the Company,  or any of its  subsidiaries,  the  customer  lists,
market research, or other trade secrets of the Company and its subsidiaries,  it
being acknowledged by Employee that all such information regarding- the business
of the Company and its subsidiaries  complied or obtained by or furnished to the
Employee  while  Employee  shall have been  employed by or  associated  with the
Company  is  confidential  information  and the  Company's  exclusive  property,
provided, however, this restriction shall not apply to: (a) any information that
is considered by law, custom or otherwise to be generic to the industry or trade
of the Company; (b) any information developed by Employee either individually or
jointly with others prior to his employment;  (c) information which is now in or
hereafter enters the public domain without any violation of this Agreement;  and
(d)  information  disclosed  in good faith to Employee by a third party  legally
entitled to disclosure the same.

        Notwithstanding anything to the contrary contained in this Paragraph 13,
Employee may disclose any confidential or proprietary  information to the extent
required  by  court  order  or  decree  or by the  rules  and  regulations  of a
government  agency or as  otherwise  required by law;  provided,  however,  that
Employee  shall  provide  the  Company  with  prompt  notice  of  such  required
disclosure  in advance  thereof  so that the  Company  may seek the  appropriate
protective order in respect of such required disclosure.


          14.  WAIVER.  The  waiver  by the Company of a breach of any provision
of this  Agreement by Employee  shall not operate or be construed as a waiver of
any  subsequent  breach  by him.  The  waiver  by  Employee  of a breach  of any
provision of this  Agreement by the Company shall not operate or be construed as
a waiver of any subsequent breach by the Company.


          15.  ARBITRATION. All  claims, disputes  and other matters in question
between  the parties to this  Agreement  or breach  thereof  shall be decided by
arbitration in accordance with the commercial rules of the American  Arbitration
Association  then in  effect  unless  the  parties  mutually  agree  in  writing
otherwise.  Notice of the demand for arbitration  shall be filed in writing with
the other party to this Agreement and the American Arbitration Association.  Any
arbitration shall take place in New York, NY.


          16.  NOTICES.  All  notices required or permitted under this Agreement
shall be in writing and shall be deemed  delivered  when  delivered in person or
sent by certified United States mail or overnight delivery service, addressed as
follows:

            to the Company:                              to Employee:

            FINANCIAL INTRANET, INC.                     COREY RINKER
            MICHAEL SHEPPARD                             112 Stonewall Circle
            President & Chief Operating Officer          West Harrison, NY 10604
            116 Radio Circle
            Mount Kisco, NY 10549

         Such  addresses  may be  changed  from time to time by either  party by
         providing written notice in the manner set forth above.


          17.  ENTIRE  AGREEMENT.  This Agreement  contains the entire agreement
of the  parties  and  there are no other  promises  or  conditions  in any other
agreement whether oral or written.  This Agreement  supersedes any prior written
or oral agreements between the parties, and may be changed or terminated only by
agreement in writing signed by the parties hereto.


          18.  SEVERABILITY.  If  any provisions of this Agreement shall be held
to be invalid or unenforceable  for any reason,  the remaining  provisions shall
continue to be valid and  enforceable.  If a court finds that any  provision  of
this Agreement is invalid or unenforceable,  but that by limiting such provision
it would become valid or enforceable,  then such provision shall be deemed to be
written, construed, and enforced as so limited.


          19.  WAIVER OF  CONTRACTUAL  RIGHT.  The  failure  of either  party to
enforce any  provision of this  Agreement  shall not be construed as a waiver or
limitation  of that  party's  right to  subsequently  enforce and compel  strict
compliance with every provision of this Agreement.


          20.  APPLICABLE LAW.  The  laws  of the State of New York shall govern
this Agreement.

          21.  NO CONFLICTS.  Employee  hereby  represents  and  warrants to the
Company that his execution,  delivery and  performance of this Agreement and any
other agreement to be delivered pursuant to this Agreement shall not (1) require
the consent,  approval or action of any other person or (ii)  violate,  conflict
with or result in breach of any of the terms of, or  constitute  (or with notice
of lapse of time of the time or both constitute) a default under, any agreement,
arrangement  or  understanding  with respect to  Employee's  employment to which
Employee is a party or by which Employee is bound or subject. Employee agrees to
indemnify and hold harmless the Company,  its  directors,  officers,  employees,
agents,  representatives,   and  affiliates  (and  such  affiliates,  directors,
officers,  employees,  agents and representatives)  from and against any and all
losses,  liabilities  or claims  (including  interest,  penalties and reasonable
attorney's fees, disbursements and related charges) based upon or arising out of
the Employee's breach of any of the foregoing  representations and warranties in
Paragraph 2.


<PAGE>




          22.  REPRESENTATIONS  AND  WARRANTIES  OF THE  COMPANY.  The   Company
hereby represents and warrants to Employee that (a) the Company is a corporation
duly organized,  validly existing and in good standing under the laws of Nevada,
and has all requisite  corporation power and authority to enter into execute and
deliver this  Agreement,  fulfill its  obligations  hereunder and consummate the
transactions  contemplated  hereby  and  (b)  the  execution  and  delivery  of,
performance  of  obligations   under  and   consummation   of  the   transaction
contemplated  by this  Agreement  has been duly  authorized  and approved by all
requisite corporation action.

The Company  agrees to indemnify  and hold  harmless  the  employee  while he is
acting in the scope Of his employment  from and against any losses,  liabilities
or  claims  (including  interest,  penalties  and  reasonable  attorney's  fees,
disbursements  and  related  charges)  based upon or arising  out of  Employee's
employment.

          23.  EFFECTIVE DATE.  This Agreement shall be effective as of the date
first written above.

          24.  COUNTERPARTS.  This  Agreement  may  be  executed  in one or more
counterparts,  each of which  shall be deemed to be  original,  but all of which
taken together shall constitute one and the same instrument,


            IN WITNESS  WHEREOF,  the  parties  hereto have duly  executed  this
    Agreement as of the date first written below.

Company:

FINANCIAL INTRANET, INC.

By:

         /s/ Michael Sheppard

         President & Chief Operating Officer

         8/23/99
         Date:



AGREED TO AND ACCEPTED:

Employee-.

         Corey Rinker

         8/23/99
         Date


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>LETTER AGREEMENT 1-31-2001 WITH C. RINKER
<TEXT>


                                  COREY RINKER
                              112 Stonewall Circle
                              W.Harrison, NY 10604
                               (914) 993-5006 (H)
                               (914) 242-4848 (O)



December 5, 2000

Michael Sheppard, President
Financial Intranet, Inc..

II 6 Radio Circle
Mt. Kisco, NY 10549

Dear Michael:

According to the terms of the employment agreement dated August 23, 1999 between
Financial  Intranet,  Inc.  ("FNTN") and myself (the  "Agreement"),  a change of
control of the ownership of Financial Intranet, Inc., defined as:

         (a)   the  acquisition  by  any individual, entity or group (within the
               meaning  of  Section  13(d)(3)  or  14(d)(2) of  the   Securities
               Exchange Act of 1934, as amended of beneficial ownership  (within
               the  meaning  of  Rule  13d-3 promulgated under  such Act) of 25%
               or more  of  either  (i) the  then  outstanding  shares of common
               stock of  the  Company  or  (ii) the combined voting power of the
               then  outstanding  voting securities of the  Company  entitled to
               vote  generally  in the election of directors,

is considered to be a termination without cause of the Agreement entitling me to
acceleration  of  the  benefits  of the  Agreement  due  from  the  time  of the
termination until the end of the term of the Agreement.

With the recent  conversion by Garth LLC of its convertible debt into 38,932,172
shares of common stock, they have acquired 46% of the outstanding  shares of the
common stock of FNTN and thereby caused a change of control of FNTN according to
the terms of the Agreement.

Therefore,  please be  advised  that I hereby  elect to  trigger  the  change of
control  provision  of  the  Agreement  making  the  acquisition  of  the  Garth
controlling  interest a termination  without cause of the Agreement  effectively
immediately.

Very truly yours,

/s/ Corey Rinker
     Corey Rinker



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>10
<FILENAME>0010.txt
<DESCRIPTION>DEBENTURE JANUARY 12, 2000 WITH GARTH LLC
<TEXT>






                                      NOTE

         NEITHER THESE  SECURITIES NOR THE SECURITIES  ISSUABLE UPON  CONVERSION
         HEREOF  HAVE BEEN  REGISTERED  WITH THE UNITED  STATES  SECURITIES  AND
         EXCHANGE COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES  ACT OF 1933, AS AMENDED.  THE SECURITIES ARE RESTRICTED
         AND MAY NOT BE  OFFERED,  RESOLD,  PLEDGED  OR  TRANSFERRED  EXCEPT  AS
         PERMITTED  UNDER THE ACT PURSUANT TO  REGISTRATION OR EXEMPTION OR SAFE
         HARBOR THEREFROM.

No.                                                                 US $ 150,000
         --------------

                            FINANCIAL INTRANET, INC.

                          8% NOTE DUE DECEMBER 31, 2000

        THIS  Note  is one of a  duly  authorized  issue  of up to  $600,000  of
FINANCIAL INTRANET, INC., a corporation organized and existing under the laws of
the State of Nevada and located at 116 Radio  Circle,  Mt.  Kisco,  NY 1054 (the
"Company") designated as its 8% Convertible Notes.

         FOR VALUE  RECEIVED,  the  Company  promises  to pay to GARTH LLC,  the
registered holder hereof (the "Holder"),  the principal sum of One Hundred Fifty
Thousand  and 00/100  Dollars  (US  $150,000)  on  December  31, 2000 and to pay
interest  on the  principal  sum  outstanding  from time to time in  arrears  on
December 31, 2000 (the  "Maturity  Date"),  at the rate of 8% per annum accruing
from the date of initial  issuance of this Note (the "Issue  Date").  Accrual of
interest  shall  commence on the first such business day to occur after the date
hereof and shall  continue  until  payment in full of the principal sum has been
made or duly  provided for. In the event of a default  hereunder,  the principal
of, and interest on, this Note is payable at the option of the Holder, in Common
Shares of the Company,  $.001 par value per share ("Common  Stock") as set forth
below,  or in United States  dollars,  at the address last appearing on the Note
Register  of the  Company as  designated  in writing by the Holder  from time to
time.  The Company will pay the  principal of and interest upon this Note on the
Maturity  Date,  less  any  amounts  required  by  law  to be  deducted,  to the
registered  holder of this Note as of the tenth day prior to the  Maturity  Date
and addressed to such holder at the last address appearing on the Note Register.
The  forwarding  of such  check  shall  constitute  a payment of  principal  and
interest  hereunder  and shall satisfy and discharge the liability for principal
and  interest  on this Note to the extent of the sum  represented  by such check
plus any amounts so deducted.


                                       1
<PAGE>



         This Note is subject to the following additional provisions:

         1.  The Note is  issuable  in  denominations  of Ten  Thousand  Dollars
(US$10,000) and integral multiples  thereof,  provided that the number of shares
to be issued upon  conversion  is a minimum of 30,000  (unless if at the time of
election  to  convert  the  number  of  shares of  Common  Stock  issuable  upon
conversion is less than 30,000). The Note is exchangeable for an equal aggregate
principal amount of Notes of different authorized denominations, as requested by
the  Holder  surrendering  the same.  No  service  charge  will be made for such
registration or transfer or exchange.

         2. The  Holder of this Note is  entitled  at any time,  at its  option,
subject  to  the  following  provisions,  to  convert  all or a  portion  of the
principal  amount of this Note into shares of Common Stock at a conversion price
for each share of Common Stock equal to the Current  Market Price  multiplied by
seventy-five percent (75%)(the "Conversion Price"). "Current Market Price" means
the average  closing bid price of the Common Stock as reported by Bloomberg,  LP
or, if not so reported, as reported on the over-the-counter market, for the five
(5)  trading  days ending on the trading  day  immediately  before the  relevant
Conversion Date (as defined below).  The amount of shares issuable pursuant to a
conversion  shall equal the principal amount (or portion thereof) of the Note to
be converted divided by the Conversion Price.

                  Conversion shall be effectuated by surrendering the Note to be
converted  to the  Company,  accompanied  by or preceded by  facsimile  or other
delivery  to the Company of the form of  conversion  notice  attached  hereto as
Exhibit A, executed by the Holder evidencing such Holder's  intention to convert
a specified  portion hereof,  and  accompanied,  if required by the Company,  by
proper assignment hereof in blank. Interest accrued or accruing from the date of
issuance to the date of conversion shall, at the option of the Company,  be paid
in cash or Common Stock upon  conversion at the Conversion  Price. No fractional
shares of Common Stock or scrip representing  fractions of shares will be issued
on conversion, but the number of shares issuable shall be rounded to the nearest
whole share.  The date on which notice of conversion  is given (the  "Conversion
Date")  shall be deemed to be the date on which the  Holder  faxes or  otherwise
delivers the conversion  notice ("Notice of  Conversion"),  substantially in the
form  annexed  hereto as Exhibit A, duly  executed,  to the  Company.  Facsimile
delivery  of the  Notice of  Conversion  shall be  accepted  by the  Company  at
facsimile   number  (914)  242-4884  ATTN:   Michael   Sheppard  .  Certificates
representing  Common Stock upon  conversion  will be delivered  within three (3)
business  days  from the date the  Notice  of  Conversion  is  delivered  to the
Company.


         3. The  Company  shall be entitled  to  withhold  from all  payments of
principal  of, and  interest  on, this Note any amounts  required to be withheld
under the  applicable  provisions  of the United States income tax laws or other
applicable  laws at the time of such  payments,  and Holder  shall  execute  and
deliver all required documentation in connection therewith.

         4. This Note has been issued subject to investment  representations  of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and  foreign  securities  laws.  In the event of any  proposed
transfer of this Note, the Company may require,  prior to issuance of a new Note
in  the  name  of  such  other  person,  that  it  receive  reasonable  transfer
documentation  including  legal  opinions  that the issuance of the Note in such
other name does not and will not cause a violation of the Act or any  applicable
state or foreign  securities laws. Prior to due presentment for transfer of this
Note,  the  Company  and any agent of the  Company may treat the person in whose
name this Note is duly  registered on the  Company's  Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes,  whether or not this Note be overdue,  and neither the Company nor any
such agent shall be affected by notice to the contrary.

         5. No  provision of this Note shall alter or impair the  obligation  of
the Company,  which is absolute and unconditional,  to pay the principal of, and
interest  on,  this  Note at the  time,  place,  and  rate,  and in the  coin or
currency, herein prescribed. This Note is a direct obligation of the Company.

         6. No recourse shall be had for the payment of the principal of, or the
interest on, this Note, or for any claim based  hereon,  or otherwise in respect
hereof,  against any incorporator,  shareholder,  officer or director,  as such,
past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof and as part of the consideration  for the issue hereof,  expressly waived
and released.


                                       2
<PAGE>



         7. The Holder of the Note, by acceptance hereof,  agrees that this Note
is being acquired for  investment  and that such Holder will not offer,  sell or
otherwise  dispose  of this Note or the  shares of Common  Stock  issuable  upon
conversion  thereof  except  under  circumstances  which  will not  result  in a
violation of the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.

         8. This Note shall be governed by and construed in accordance  with the
laws of the State of New York. Each of the parties  consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state  courts of the State of New York sitting in the City of New York in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  coveniens,  to the bringing of any such  proceeding  in such
jurisdictions.

         9.       The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           or interest on this Note and  same shall continue for
                           a period of five (5) days; or

                  b.       Any of the  representations or warranties made by the
                           Company   herein,   in  the  Agreement,   or  in  any
                           certificate or financial or other written  statements
                           heretofore  or hereafter  furnished by the Company in
                           connection  with the  execution  and delivery of this
                           Note or the Agreement shall be false or misleading in
                           any material respect at the time made; or

                  c.       The Company shall fail to perform or observe,  in any
                           material   respect,   any   other   covenant,   term,
                           provision,  condition, agreement or obligation of any
                           Note  (as  defined  in  the  Agreement,   which  term
                           includes this Note) and such failure  shall  continue
                           uncured  for a  period  of  thirty  (30)  days  after
                           written notice from the Holder of such failure; or

                  d.       The Company shall fail to perform or observe,  in any
                           material  respect,  any  covenant,  term,  provision,
                           condition,  agreement  or  obligation  of the Company
                           under  the  Agreement  or  the  Registration   Rights
                           Agreement and such failure shall continue uncured for
                           a period of thirty  (30) days  after  written  notice
                           from the Holder of such failure; or

                  e.       The Company  shall (1) admit in writing its inability
                           to pay its debts  generally as they mature;  (2) make
                           an  assignment   for  the  benefit  of  creditors  or
                           commence  proceedings  for  its  dissolution;  or (3)
                           apply for or consent to the appointment of a trustee,
                           liquidator  or receiver for its or for a  substantial
                           part of its property or business; or

                  f.       A  trustee, liquidator or receiver shall be appointed
                           for  the  Company  or for a  substantial  part of its
                           property or business  without  its  consent and shall
                           not be  discharged  within sixty (60) days after such
                           appointment; or


                                       3
<PAGE>



                  g.       Any  governmental  agency or any  court of  competent
                           jurisdiction  at the  instance  of  any  governmental
                           agency shall  assume  custody or control of the whole
                           or  any  substantial  portion  of the  properties  or
                           assets of the  Company  and  shall  not be  dismissed
                           within sixty (60) days thereafter; or

                  h.       Any money judgment, writ or warrant of attachment, or
                           similar  process  in excess of One  Hundred  Thousand
                           ($100,000)  Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain  unpaid,  unvacated,
                           unbonded or unstayed  for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

                  i.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy  law or any law for the  relief of debtors
                           shall be instituted by or against the Company and, if
                           instituted   against  the   Company,   shall  not  be
                           dismissed   within   sixty   (60)  days   after  such
                           institution  or the  Company  shall by any  action or
                           answer  approve of,  consent to, or  acquiesce in any
                           such  proceedings  or admit the material  allegations
                           of, or default in  answering a petition  filed in any
                           such proceeding; or

                  j.       The Company shall have its Common Stock  suspended or
                           delisted from an exchange or over-the-counter  market
                           from trading for in excess of two trading days.

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the  Holder's  sole  discretion,  the Holder may  consider all
obligations  under this Note immediately due and payable within five (5) days of
notice,  without  presentment,  demand,  protest or notice of any kinds,  all of
which  are  hereby  expressly  waived,  anything  herein or in any note or other
instruments  contained  to the  contrary  notwithstanding,  and the  Holder  may
immediately  enforce any and all of the Holder's  rights and  remedies  provided
herein or any other rights or remedies afforded by law.

         10. The Holder may not  convert  this Note or receive  shares of Common
Stock as payment of interest  hereunder to the extent such conversion or receipt
of such interest payment would result in the Holder, together with any affiliate
thereof,  beneficially owning (as determined in accordance with Section 13(d) of
the Exchange Act and the rules  promulgated  thereunder)  in excess of 9.999% of
the then  issued  and  outstanding  shares of  Common  Stock,  including  shares
issuable upon  conversion of, and payment of interest on, the Notes held by such
Holder after application of this Section. Since the Holder will not be obligated
to report to the Company the number of shares of Common Stock it may hold at the
time of a conversion  hereunder,  unless the conversion at issue would result in
the  issuance  of  shares  of  Common  Stock in  excess  of  9.999%  of the then
outstanding  shares of Common Stock without regard to any other shares which may
be beneficially  owned by the Holder or an affiliate  thereof,  the Holder shall
have the authority and obligation to determine whether the restriction contained
in this Section will limit any particular conversion hereunder and to the extent
that  the  Holder  determines  that the  limitation  contained  in this  Section
applies, the determination of which portion of the principal amount of Notes are
convertible  shall be the  responsibility  and obligation of the Holder.  If the
Holder has  delivered a Conversion  Notice for a principal  amount of Notes that
would result in the  issuance of in excess of the  permitted  amount  hereunder,
without  regard to any  other  shares  that the  Holder  or its  affiliates  may
beneficially  own,  the Company  shall  notify the Holder of this fact and shall
honor the conversion for the maximum  principal amount permitted to be converted
on such  Conversion  Date and,  at the option of the Holder,  either  retain any
principal  amount  tendered for  conversion  in excess of the  permitted  amount
hereunder for future  conversions or return such excess  principal amount to the
Holder. The provisions of this Section may be waived by a Holder (but only as to
itself and not to any other  Holder)  upon not less than 61 days prior notice to
the Company. Other Holders shall be unaffected by any such waiver


         11.  Nothing  contained in this Note shall be  construed as  conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

                                       4
<PAGE>






         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: January 12, 2000

                                                     FINANCIAL INTRANET, INC.


                                                     By:/s/Michael Sheppard
                                                        -------------------
                                                           Michael Sheppard
                                                        -------------------
                                                        (Print Name)
                                                           President
                                                        -------------------
                                                        (Title)



                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>11
<FILENAME>0011.txt
<DESCRIPTION>DEBENTURE FEBRUARY 7, 2000 WITH GARTH LLC
<TEXT>






                                      NOTE

         NEITHER THESE  SECURITIES NOR THE SECURITIES  ISSUABLE UPON  CONVERSION
         HEREOF  HAVE BEEN  REGISTERED  WITH THE UNITED  STATES  SECURITIES  AND
         EXCHANGE COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES  ACT OF 1933, AS AMENDED.  THE SECURITIES ARE RESTRICTED
         AND MAY NOT BE  OFFERED,  RESOLD,  PLEDGED  OR  TRANSFERRED  EXCEPT  AS
         PERMITTED  UNDER THE ACT PURSUANT TO  REGISTRATION OR EXEMPTION OR SAFE
         HARBOR THEREFROM.

No.                                                                 US $ 200,000
         --------------

                            FINANCIAL INTRANET, INC.

                          8% NOTE DUE DECEMBER 31, 2000

        THIS  Note  is one of a  duly  authorized  issue  of up to  $600,000  of
FINANCIAL INTRANET, INC., a corporation organized and existing under the laws of
the State of Nevada and located at 116 Radio  Circle,  Mt.  Kisco,  NY 1054 (the
"Company") designated as its 8% Convertible Notes.

         FOR VALUE  RECEIVED,  the  Company  promises  to pay to GARTH LLC,  the
registered  holder  hereof  (the  "Holder"),  the  principal  sum of Two Hundred
Thousand  and 00/100  Dollars  (US  $200,000)  on  December  31, 2000 and to pay
interest  on the  principal  sum  outstanding  from time to time in  arrears  on
December 31, 2000 (the  "Maturity  Date"),  at the rate of 8% per annum accruing
from the date of initial  issuance of this Note (the "Issue  Date").  Accrual of
interest  shall  commence on the first such business day to occur after the date
hereof and shall  continue  until  payment in full of the principal sum has been
made or duly  provided for. In the event of a default  hereunder,  the principal
of, and interest on, this Note is payable at the option of the Holder, in Common
Shares of the Company,  $.001 par value per share ("Common  Stock") as set forth
below,  or in United States  dollars,  at the address last appearing on the Note
Register  of the  Company as  designated  in writing by the Holder  from time to
time.  The Company will pay the  principal of and interest upon this Note on the
Maturity  Date,  less  any  amounts  required  by  law  to be  deducted,  to the
registered  holder of this Note as of the tenth day prior to the  Maturity  Date
and addressed to such holder at the last address appearing on the Note Register.
The  forwarding  of such  check  shall  constitute  a payment of  principal  and
interest  hereunder  and shall satisfy and discharge the liability for principal
and  interest  on this Note to the extent of the sum  represented  by such check
plus any amounts so deducted.



<PAGE>



         This Note is subject to the following additional provisions:

         1.  The Note is  issuable  in  denominations  of Ten  Thousand  Dollars
(US$10,000) and integral multiples  thereof,  provided that the number of shares
to be issued upon  conversion  is a minimum of 30,000  (unless if at the time of
election  to  convert  the  number  of  shares of  Common  Stock  issuable  upon
conversion is less than 30,000). The Note is exchangeable for an equal aggregate
principal amount of Notes of different authorized denominations, as requested by
the  Holder  surrendering  the same.  No  service  charge  will be made for such
registration or transfer or exchange.

         2. The  Holder of this Note is  entitled  at any time,  at its  option,
subject  to  the  following  provisions,  to  convert  all or a  portion  of the
principal  amount of this Note into shares of Common Stock at a conversion price
for each share of Common Stock equal to the Current  Market Price  multiplied by
seventy-five percent (75%)(the "Conversion Price"). "Current Market Price" means
the average  closing bid price of the Common Stock as reported by Bloomberg,  LP
or, if not so reported, as reported on the over-the-counter market, for the five
(5)  trading  days ending on the trading  day  immediately  before the  relevant
Conversion Date (as defined below).  The amount of shares issuable pursuant to a
conversion  shall equal the principal amount (or portion thereof) of the Note to
be converted divided by the Conversion Price.

                  Conversion shall be effectuated by surrendering the Note to be
converted  to the  Company,  accompanied  by or preceded by  facsimile  or other
delivery  to the Company of the form of  conversion  notice  attached  hereto as
Exhibit A, executed by the Holder evidencing such Holder's  intention to convert
a specified  portion hereof,  and  accompanied,  if required by the Company,  by
proper assignment hereof in blank. Interest accrued or accruing from the date of
issuance to the date of conversion shall, at the option of the Company,  be paid
in cash or Common Stock upon  conversion at the Conversion  Price. No fractional
shares of Common Stock or scrip representing  fractions of shares will be issued
on conversion, but the number of shares issuable shall be rounded to the nearest
whole share.  The date on which notice of conversion  is given (the  "Conversion
Date")  shall be deemed to be the date on which the  Holder  faxes or  otherwise
delivers the conversion  notice ("Notice of  Conversion"),  substantially in the
form  annexed  hereto as Exhibit A, duly  executed,  to the  Company.  Facsimile
delivery  of the  Notice of  Conversion  shall be  accepted  by the  Company  at
facsimile   number  (914)  242-4884  ATTN:   Michael   Sheppard  .  Certificates
representing  Common Stock upon  conversion  will be delivered  within three (3)
business  days  from the date the  Notice  of  Conversion  is  delivered  to the
Company.


         3. The  Company  shall be entitled  to  withhold  from all  payments of
principal  of, and  interest  on, this Note any amounts  required to be withheld
under the  applicable  provisions  of the United States income tax laws or other
applicable  laws at the time of such  payments,  and Holder  shall  execute  and
deliver all required documentation in connection therewith.

         4. This Note has been issued subject to investment  representations  of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and  foreign  securities  laws.  In the event of any  proposed
transfer of this Note, the Company may require,  prior to issuance of a new Note
in  the  name  of  such  other  person,  that  it  receive  reasonable  transfer
documentation  including  legal  opinions  that the issuance of the Note in such
other name does not and will not cause a violation of the Act or any  applicable
state or foreign  securities laws. Prior to due presentment for transfer of this
Note,  the  Company  and any agent of the  Company may treat the person in whose
name this Note is duly  registered on the  Company's  Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes,  whether or not this Note be overdue,  and neither the Company nor any
such agent shall be affected by notice to the contrary.

         5. No  provision of this Note shall alter or impair the  obligation  of
the Company,  which is absolute and unconditional,  to pay the principal of, and
interest  on,  this  Note at the  time,  place,  and  rate,  and in the  coin or
currency, herein prescribed. This Note is a direct obligation of the Company.

         6. No recourse shall be had for the payment of the principal of, or the
interest on, this Note, or for any claim based  hereon,  or otherwise in respect
hereof,  against any incorporator,  shareholder,  officer or director,  as such,
past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof and as part of the consideration  for the issue hereof,  expressly waived
and released.



<PAGE>



         7. The Holder of the Note, by acceptance hereof,  agrees that this Note
is being acquired for  investment  and that such Holder will not offer,  sell or
otherwise  dispose  of this Note or the  shares of Common  Stock  issuable  upon
conversion  thereof  except  under  circumstances  which  will not  result  in a
violation of the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.

         8. This Note shall be governed by and construed in accordance  with the
laws of the State of New York. Each of the parties  consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state  courts of the State of New York sitting in the City of New York in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  coveniens,  to the bringing of any such  proceeding  in such
jurisdictions.

         9.       The following shall constitute an "Event of Default":

                  a.       The Company shall  efault in the payment of principal
                           or interest on this Note and  same shall continue for
                           a period of five (5) days; or

                  b.       Any of the  representations or warranties made by the
                           Company   herein,   in  the  Agreement,   or  in  any
                           certificate or financial or other written  statements
                           heretofore  or hereafter  furnished by the Company in
                           connection  with the  execution  and delivery of this
                           Note or the Agreement shall be false or misleading in
                           any material respect at the time made; or

                  c.       The Company shall fail to perform or observe,  in any
                           material   respect,   any   other   covenant,   term,
                           provision,  condition, agreement or obligation of any
                           Note  (as  defined  in  the  Agreement,   which  term
                           includes this Note) and such failure  shall  continue
                           uncured  for a  period  of  thirty  (30)  days  after
                           written notice from the Holder of such failure; or

                  d.       The Company shall fail to perform or observe,  in any
                           material  respect,  any  covenant,  term,  provision,
                           condition,  agreement  or  obligation  of the Company
                           under  the  Agreement  or  the  Registration   Rights
                           Agreement and such failure shall continue uncured for
                           a period of thirty  (30) days  after  written  notice
                           from the Holder of such failure; or

                  e.       The Company  shall (1) admit in writing its inability
                           to pay its debts  generally as they mature;  (2) make
                           an  assignment   for  the  benefit  of  creditors  or
                           commence  proceedings  for  its  dissolution;  or (3)
                           apply for or consent to the appointment of a trustee,
                           liquidator  or receiver for its or for a  substantial
                           part of its property or business; or

                  f.       A trustee, liquidator or receiver shall be  appointed
                           for the  Company  or for a  substantial  part of  its
                           property  or  business  without its consent and shall
                           not be  discharged  within sixty (60) days after such
                           appointment; or



<PAGE>



                  g.       Any  governmental  agency or any  court of  competent
                           jurisdiction  at the  instance  of  any  governmental
                           agency shall  assume  custody or control of the whole
                           or  any  substantial  portion  of the  properties  or
                           assets of the  Company  and  shall  not be  dismissed
                           within sixty (60) days thereafter; or

                  h.       Any money judgment, writ or warrant of attachment, or
                           similar  process  in excess of One  Hundred  Thousand
                           ($100,000)  Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain  unpaid,  unvacated,
                           unbonded or unstayed  for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

                  i.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy  law or any law for the  relief of debtors
                           shall be instituted by or against the Company and, if
                           instituted   against  the   Company,   shall  not  be
                           dismissed   within   sixty   (60)  days   after  such
                           institution  or the  Company  shall by any  action or
                           answer  approve of,  consent to, or  acquiesce in any
                           such  proceedings  or admit the material  allegations
                           of, or default in  answering a petition  filed in any
                           such proceeding; or

                  j.       The Company shall have its Common Stock  suspended or
                           delisted from an exchange or over-the-counter  market
                           from trading for in excess of two trading days.

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the  Holder's  sole  discretion,  the Holder may  consider all
obligations  under this Note immediately due and payable within five (5) days of
notice,  without  presentment,  demand,  protest or notice of any kinds,  all of
which  are  hereby  expressly  waived,  anything  herein or in any note or other
instruments  contained  to the  contrary  notwithstanding,  and the  Holder  may
immediately  enforce any and all of the Holder's  rights and  remedies  provided
herein or any other rights or remedies afforded by law.

         10. The Holder may not  convert  this Note or receive  shares of Common
Stock as payment of interest  hereunder to the extent such conversion or receipt
of such interest payment would result in the Holder, together with any affiliate
thereof,  beneficially owning (as determined in accordance with Section 13(d) of
the Exchange Act and the rules  promulgated  thereunder)  in excess of 9.999% of
the then  issued  and  outstanding  shares of  Common  Stock,  including  shares
issuable upon  conversion of, and payment of interest on, the Notes held by such
Holder after application of this Section. Since the Holder will not be obligated
to report to the Company the number of shares of Common Stock it may hold at the
time of a conversion  hereunder,  unless the conversion at issue would result in
the  issuance  of  shares  of  Common  Stock in  excess  of  9.999%  of the then
outstanding  shares of Common Stock without regard to any other shares which may
be beneficially  owned by the Holder or an affiliate  thereof,  the Holder shall
have the authority and obligation to determine whether the restriction contained
in this Section will limit any particular conversion hereunder and to the extent
that  the  Holder  determines  that the  limitation  contained  in this  Section
applies, the determination of which portion of the principal amount of Notes are
convertible  shall be the  responsibility  and obligation of the Holder.  If the
Holder has  delivered a Conversion  Notice for a principal  amount of Notes that
would result in the  issuance of in excess of the  permitted  amount  hereunder,
without  regard to any  other  shares  that the  Holder  or its  affiliates  may
beneficially  own,  the Company  shall  notify the Holder of this fact and shall
honor the conversion for the maximum  principal amount permitted to be converted
on such  Conversion  Date and,  at the option of the Holder,  either  retain any
principal  amount  tendered for  conversion  in excess of the  permitted  amount
hereunder for future  conversions or return such excess  principal amount to the
Holder. The provisions of this Section may be waived by a Holder (but only as to
itself and not to any other  Holder)  upon not less than 61 days prior notice to
the Company. Other Holders shall be unaffected by any such waiver


         11.  Nothing  contained in this Note shall be  construed as  conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.


<PAGE>






         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: February 7, 2000

                                                     FINANCIAL INTRANET, INC.


                                      By:_______________________________________

                                      ------------------------------------------
                                          (Print Name)
                                      ------------------------------------------
                                        (Title)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>12
<FILENAME>0012.txt
<DESCRIPTION>DEBENTURE MAY 20, 2000 WITH GARTH LLC
<TEXT>

                                                                      ANNEX I(a)
                                                                              TO
                                                   SECURITIES PURCHASE AGREEMENT



                                FORM OF DEBENTURE

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES  COMMISSION  OF ANY STATE OR UNDER  THE  SECURITIES  ACT OF 1933,  AS
AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED,  RESOLD,  PLEDGED
OR TRANSFERRED  EXCEPT AS PERMITTED  UNDER THE ACT PURSUANT TO  REGISTRATION  OR
EXEMPTION OR SAFE HARBOR THEREFROM.

No.      2000-01                                            US $600,000
         -------                                                -------

                            FINANCIAL INTRANET, INC.

                 8% CONVERTIBLE DEBENTURE DUE DECEMBER 31, 2000

        THIS  DEBENTURE is one of a duly  authorized  issue of up to $800,000 in
Debentures of FINANCIAL  INTRANET,  INC., a  corporation  organized and existing
under the laws of the  State of  Nevada  (the  "Company")  designated  as its 8%
Convertible  Debentures.  Such Debentures may be issued in series, each of which
may have a different  maturity  date,  but which  otherwise  have  substantially
similar terms.

         FOR VALUE  RECEIVED,  the  Company  promises  to pay to GARTH LLC,  the
registered  holder  hereof  (the  "Holder"),  the  principal  sum of Six Hundred
Thousand and 00/100  Dollars (US  $600,000) on December 31, 2000 (the  "Maturity
Date") and to pay interest on the principal sum outstanding from time to time in
arrears (i) prior to the  Maturity  Date,  quarterly,  on the last day of March,
June,  September  and December of each year,  (ii) upon  conversion  as provided
herein or (iii) on the Maturity  Date, at the rate of 8% per annum accruing from
May 20,  2000,  the date of  initial  issuance  of this  Debenture.  Accrual  of
interest  shall  commence on the first such business day to occur after the date
hereof and shall  continue to accrue on a daily  basis until  payment in full of
the principal sum has been made or duly provided for.



                                       1
<PAGE>



         This Debenture is subject to the following additional provisions:

         1. The Debentures are issuable in denominations of Ten Thousand Dollars
(US$10,000) and integral multiples thereof.  The Debentures are exchangeable for
an equal  aggregate  principal  amount of  Debentures  of  different  authorized
denominations,  as requested  by the Holder  surrendering  the same.  No service
charge will be made for such registration or transfer or exchange.

         2. The  Company  shall be entitled  to  withhold  from all  payments of
principal  of, and  interest  on,  this  Debenture  any  amounts  required to be
withheld under the applicable provisions of the United States income tax laws or
other applicable laws at the time of such payments, and Holder shall execute and
deliver all required documentation in connection therewith.

         3. This Debenture has been issued subject to investment representations
of the original  purchaser  hereof and may be  transferred  or exchanged only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and  foreign  securities  laws.  In the event of any  proposed
transfer of this Debenture,  the Company may require, prior to issuance of a new
Debenture in the name of such other person,  that it receive reasonable transfer
documentation  including  legal  opinions  that the issuance of the Debenture in
such  other  name  does  not and will not  cause a  violation  of the Act or any
applicable  state or  foreign  securities  laws.  Prior to due  presentment  for
transfer of this  Debenture,  the Company and any agent of the Company may treat
the person in whose name this  Debenture  is duly  registered  on the  Company's
Debenture  Register as the owner hereof for the purpose of receiving  payment as
herein  provided and for all other  purposes,  whether or not this  Debenture be
overdue,  and neither the Company nor any such agent shall be affected by notice
to the contrary.

         4. A. The Holder of this Debenture is entitled, at its option,  subject
to the  following  provisions  of this Section 4, to convert all or a portion of
this Debenture  into shares of Common Stock of the Company,  $.001 par value per
share ("Common  Stock") of the Company at any time until the Maturity Date, at a
conversion price for each share of Common Stock (the "Conversion Rate") equal to
the Current Market Price (as defined below)  multiplied by seventy-five  percent
(75%); provided that the principal amount being converted is the lower of (x) at
least  US  $10,000  (unless  if at the  time of such  election  to  convert  the
aggregate  principal  amount of all Debentures  registered to the Holder is less
than Ten Thousand  Dollars [US $10,000],  then the whole amount  thereof) or (y)
the maximum  amount which the Holder can then  convert  pursuant to the terms of
Section 2(E) hereof .

            B. For  purposes  of  this  Debenture,  the following terms have the
meanings indicated below:

                                       2

<PAGE>



                  (i) "Market  Price of the Common  Stock" means (x) the closing
bid  price  of the  Common  Stock  for  the  period  indicated  in the  relevant
provision,  as reported by Bloomberg,  LP or, if not so reported, as reported on
the  over-the-counter  market  or (y) if the  Common  Stock is listed on a stock
exchange,  the closing  price on such  exchange,  as reported in The Wall Street
Journal.

                  (ii) "Current  Market Price" means the average Market Price of
the  Common  Stock  for the five (5)  trading  days  ending on the  trading  day
immediately before the relevant Conversion Date (as defined below).

                  C.  Conversion   shall  be  effectuated  by  surrendering  the
Debentures  to be  converted  to the  Company,  accompanied  by or  preceded  by
facsimile  or other  delivery  to the Company of the form of  conversion  notice
attached hereto as Exhibit A, executed by the Holder of the Debenture evidencing
such Holder's intention to convert this Debenture or a specified portion hereof,
and  accompanied,  if required by the Company,  by proper  assignment  hereof in
blank.  Subject to the  provisions of Section 2(E) hereof,  interest  accrued or
accruing  from the date of  issuance  to the date of  conversion  shall,  at the
option of the Company,  be paid in cash or Common Stock upon  conversion  at the
Conversion Rate applicable to such  conversion.  No fractional  shares of Common
Stock or scrip  representing  fractions of shares will be issued on  conversion,
but the number of shares  issuable  shall be rounded to the nearest whole share.
The date on which notice of conversion is given (the "Conversion Date") shall be
deemed  to be the date on which  the  Holder  faxes or  otherwise  delivers  the
conversion  notice ("Notice of  Conversion"),  substantially in the form annexed
hereto as Exhibit A, duly  executed,  to the Company,  provided  that the Holder
shall  deliver to the  Company's  transfer  agent or the  Company  the  original
Debentures  being converted within five (5) business days thereafter (and if not
so delivered with such time, the Conversion  Date shall be the date on which the
later of the Notice of Conversion and the original Debentures being converted is
received by the Company).  Facsimile  delivery of the Notice of Conversion shall
be accepted by the Company at facsimile  number (914) -242-4884;  ATTN:  Michael
Sheppard, President. Certificates representing Common Stock upon conversion will
be delivered within three (3) business days from the date later of the Notice of
Conversion is delivered to the Company as  contemplated in the first sentence of
this  paragraph  C or the  original  Debenture  is  delivered  to the  Company's
transfer agent or the Company.


                                       3
<PAGE>



                  D.  Notwithstanding  any other provision  hereof, or of any of
the other  Transaction  Agreements (as those terms are defined in the Securities
Purchase  Agreement),  in no event  (except  (i) with  respect  to an  automatic
conversion,  if any, of a  Debenture  as  provided  in the  Debentures,  (ii) as
specifically  provided in this Debenture as an exception to this  provision,  or
(iii) while there is  outstanding a tender offer for any or all of the shares of
the  Company's  Common  Stock)  shall the  Holder be  entitled  to  convert  any
Debenture  or shall the  Company  have the  obligation,  to  convert  all or any
portion  of this  Debenture  (and the  Company  shall  not have the right to pay
interest on this Debenture) to the extent that, after such  conversion,  the sum
of (1) the number of shares of Common Stock beneficially owned by the Holder and
its  affiliates  (other  than  shares  of  Common  Stock  which  may  be  deemed
beneficially  owned  through the  ownership  of the  unconverted  portion of the
Debentures),  and (2) the  number of shares of Common  Stock  issuable  upon the
conversion of the  Debentures  with respect to which the  determination  of this
proviso is being made,  would result in  beneficial  ownership by the Holder and
its  affiliates  of more than 9.99% of the  outstanding  shares of Common  Stock
(after  taking  into  account  the shares to be issued to the  Holder  upon such
conversion  or  exercise).  For  purposes  of the  proviso  to  the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section  13(d) of the  Securities  Exchange  Act of 1934,  as amended (the "1934
Act"), except as otherwise provided in clause (1) of such sentence.  The Holder,
by its acceptance of this Debenture, further agrees that if the Holder transfers
or assigns any of the Debentures to a party who or which would not be considered
such an affiliate,  such assignment shall be made subject to the transferee's or
assignee's specific agreement to be bound by the provisions of this Section 4(E)
as if such transferee or assignee were the original Holder hereof.

         5. Any principal  portion of  Debentures,  including  accrued  interest
associated therewith, not previously converted as of the Maturity Date, shall be
redeemed by the  company in United  States  dollars at the  Maturity  Date.  The
Redemption  Price shall be equal to the  greater of (i) 133% of the  outstanding
principal and interest balance of the Debenture,  or (ii) the "Economic Benefit"
of the principal and interest of the  Debenture.  "Economic  Benefit" shall mean
the dollar value derived if the principal (and interest)  which was converted on
the Maturity  Date and sold on the Maturity Date at the Closing Bid Price of the
Common Stock on the Maturity Date.

         6. Subject to the terms of the Securities Purchase Agreement, dated May
20,  2000 (the  "Securities  Purchase  Agreement"),  between the Company and the
Holder (or the Holder's predecessor in interest), no provision of this Debenture
shall alter or impair the  obligation  of the  Company,  which is  absolute  and
unconditional,  to pay the principal of, and interest on, this  Debenture at the
time,  place,  and rate, and in the coin or currency,  herein  prescribed.  This
Debenture and all other  Debentures now or hereafter issued of similar terms are
direct obligations of the Company.

         7. No recourse shall be had for the payment of the principal of, or the
interest  on, this  Debenture,  or for any claim based  hereon,  or otherwise in
respect hereof, against any incorporator,  shareholder,  officer or director, as
such,  past,  present or future,  of the Company or any  successor  corporation,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance  hereof and as part of the consideration for the issue hereof,
expressly waived and released.


                                       4
<PAGE>



         8. If the Company merges or  consolidates  with another  corporation or
sells or transfers all or substantially  all of its assets to another person and
the holders of the Common Stock are  entitled to receive  stock,  securities  or
property in respect of or in exchange for Common  Stock,  then as a condition of
such  merger,  consolidation,  sale  or  transfer,  the  Company  and  any  such
successor,  purchaser or transferee  agree that the Debenture may  thereafter be
converted  on the terms and subject to the  conditions  set forth above into the
kind and amount of stock,  securities or property  receivable  upon such merger,
consolidation,  sale or  transfer  by a holder of the number of shares of Common
Stock into which this  Debenture  might have been converted  immediately  before
such merger, consolidation, sale or transfer, subject to adjustments which shall
be as nearly  equivalent  as may be  practicable.  In the event of any  proposed
merger,  consolidation  or sale or transfer of all or  substantially  all of the
assets of the  Company (a  "Sale"),  the Holder  hereof  shall have the right to
convert by delivering a Notice of Conversion to the Company  within fifteen (15)
days of receipt of notice of such Sale from the Company. In the event the Holder
hereof  shall  elect not to  convert,  the  Company  may prepay all  outstanding
principal and accrued interest on this Debenture by paying the Redemption Amount
contemplated  by  Section  5  hereof,  less all  amounts  required  by law to be
deducted,  upon which  tender of payment  following  such  notice,  the right of
conversion shall terminate.

         9. If, for any reason,  prior to the Conversion  Date or the Redemption
Payment Date, the Company spins off or otherwise divests itself of a part of its
business  or  operations  or  disposes  all or of a  part  of  its  assets  in a
transaction (the "Spin Off") in which the Company does not receive  compensation
for such business, operations or assets, but causes securities of another entity
(the "Spin Off  Securities")  to be issued to security  holders of the  Company,
then the Company shall cause (i) to be reserved Spin Off Securities equal to the
number  thereof  which  would  have  been  issued to the  Holder  had all of the
Holder's  Debentures  outstanding  on the record  date (the  "Record  Date") for
determining  the  amount  and  number  of Spin Off  Securities  to be  issued to
security holders of the Company (the "Outstanding Debentures") been converted as
of the close of business on the trading day  immediately  before the Record Date
(the  "Reserved  Spin Off  Shares"),  and (ii) to be issued to the Holder on the
conversion  of all or any of the  Outstanding  Debentures,  such  amount  of the
Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares multiplied by
(y) a  fraction,  of which  (I) the  numerator  is the  principal  amount of the
Outstanding  Debentures  then being  converted,  and (II) the denominator is the
principal amount of the Outstanding Debentures.


                                       5
<PAGE>



         10.  If,  at any time  while  any  portion  of this  Debenture  remains
outstanding, the Company effectuates a stock split or reverse stock split of its
Common  Stock or issues a dividend on its Common Stock  consisting  of shares of
Common Stock, the Base Price shall be equitably adjusted to reflect such action.
By way of  illustration,  and not in  limitation,  of the  foregoing  (i) if the
Company effectuates a 2:1 split of its Common Stock, thereafter, with respect to
any  conversion for which the Company issues the shares after the record date of
such  split,  the Base Price  shall be deemed to be one-half of what it had been
calculated  to  be  immediately  prior  to  such  split;  (ii)  if  the  Company
effectuates a 1:10 reverse split of its Common Stock,  thereafter,  with respect
to any  conversion for which the Company issues the shares after the record date
of such reverse split; and (iii) if the Company declares a stock dividend of one
share of Common Stock for every 10 shares outstanding,  thereafter, with respect
to any  conversion for which the Company issues the shares after the record date
of such  dividend,  the Base Price shall be deemed to be the amount of such Base
Price calculated immediately prior to such record date multiplied by a fraction,
of which the  numerator is the number of shares (10) for which a dividend  share
will be issued and the  denominator  is such number of shares plus the  dividend
share(s) issuable or issued thereon (11).

         11. All payments contemplated hereby to be made "in cash" shall be made
in  immediately  available  good  funds in such coin or  currency  of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and private  debts.  All payments of cash and each  delivery of shares of
Common Stock issuable to the Holder as contemplated  hereby shall be made to the
Holder at the address last appearing on the Debenture Register of the Company as
designated  in writing by the Holder  from time to time;  except that the Holder
can designate,  by notice to the Company,  a different  delivery address for any
one or more specific payments or deliveries.

         12. The Holder of the Debenture, by acceptance hereof, agrees that this
Debenture is being  acquired for investment and that such Holder will not offer,
sell or  otherwise  dispose  of this  Debenture  or the  Shares of Common  Stock
issuable  upon  conversion  thereof  except under  circumstances  which will not
result in a  violation  of the Act or any  applicable  state Blue Sky or foreign
laws or similar laws relating to the sale of securities.

         13. This  Debenture  shall be governed by and  construed in  accordance
with the laws of the  State of New York.  Each of the  parties  consents  to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of New York or the state  courts of the  State of New York  sitting  in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  based  on  forum  non  coveniens,  to the  bringing  of any such
proceeding in such  jurisdictions.  To the extent  determined by such court, the
Company  shall   reimburse  the  Holder  for  any  reasonable   legal  fees  and
disbursements  incurred by the Holder in  enforcement of or protection of any of
its rights under any of this Debenture.

         14.      The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           or interest on this Debenture and same shall continue
                           for a period of three (3) days; or

                  b.       Any of the  representations or warranties made by the
                           Company herein, in the Securities Purchase Agreement,
                           the   Registration   Rights   Agreement   or  in  any
                           certificate or financial or other written  statements
                           heretofore  or hereafter  furnished by the Company in
                           connection  with the  execution  and delivery of this
                           Debenture or the Securities  Purchase Agreement shall
                           be false or misleading in any material respect at the
                           time made; or

                                       6
<PAGE>



                  c.       The Company fails to issue shares of Common  Stock to
                           the  Holder or to cause its  Transfer  Agent to issue
                           shares  of Common  Stock upon  exercise by the Holder
                           of the conversion rights of the Holder in  accordance
                           with the terms of this Debenture,  fails to  transfer
                           or  to  cause  its  Transfer  Agent to  transfer  any
                           certificate for shares of Common  Stock issued to the
                           Holder upon  conversion  of this  Debenture  and when
                           required by this Debenture or the Registration Rights
                           Agreement,  and such transfer is otherwise lawful, or
                           fails  to  remove  any restrictive legend or to cause
                           its  Transfer Agent to transfer on any certificate or
                           any  shares of Common Stock issued to the Holder upon
                           conversion of this  Debenture as and when required by
                           this  Debenture,  the  Agreement  or the Registration
                           Rights Agreement and such legend removal is otherwise
                           lawful, and  any  such failure shall continue uncured
                           for five (5) business days.

                  d.       The Company shall fail to perform or observe,  in any
                           material   respect,   any   other   covenant,   term,
                           provision,  condition, agreement or obligation of any
                           Debenture  in this  series  and  such  failure  shall
                           continue  uncured  for a period of  thirty  (30) days
                           after written notice from the Holder of such failure;
                           or

                  e.       The Company shall fail to perform or observe,  in any
                           material  respect,  any  covenant,  term,  provision,
                           condition,  agreement  or  obligation  of the Company
                           under  the  Securities   Purchase  Agreement  or  the
                           Registration  Rights Agreement and such failure shall
                           continue  uncured  for a period of  thirty  (30) days
                           after written  notice from the Holder of such failure
                           (other  than a  failure  to  cause  the  Registration
                           Statement  to  become  effective  no  later  than the
                           Required  Effective  Date, as defined and provided in
                           the  Registration  Rights  Agreement,  as to which no
                           such cure period shall apply); or

                  f.       The Company  shall (1) admit in writing its inability
                           to pay its debts  generally as they mature;  (2) make
                           an  assignment   for  the  benefit  of  creditors  or
                           commence  proceedings  for  its  dissolution;  or (3)
                           apply for or consent to the appointment of a trustee,
                           liquidator  or receiver for its or for a  substantial
                           part of its property or business; or

                  g.       A trustee, liquidator or receiver shall be  appointed
                           for  the  Company  or for a  substantial  part of its
                           property or business  without its  consent  and shall
                           not be discharged  within  sixty (60) days after such
                           appointment; or

                  h.       Any  governmental  agency or any  court of  competent
                           jurisdiction  at the  instance  of  any  governmental
                           agency shall  assume  custody or control of the whole
                           or  any  substantial  portion  of the  properties  or
                           assets of the  Company  and  shall  not be  dismissed
                           within sixty (60) days thereafter; or

                                       7
<PAGE>



                  i.       Any money judgment, writ or warrant of attachment, or
                           similar  process  in excess of One  Hundred  Thousand
                           ($100,000)  Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain  unpaid,  unvacated,
                           unbonded or unstayed  for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

                  j.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy  law or any law for the  relief of debtors
                           shall be instituted by or against the Company and, if
                           instituted   against  the   Company,   shall  not  be
                           dismissed   within   sixty   (60)  days   after  such
                           institution  or the  Company  shall by any  action or
                           answer  approve of,  consent to, or  acquiesce in any
                           such  proceedings  or admit the material  allegations
                           of, or default in  answering a petition  filed in any
                           such proceeding; or

                  k.       The Company shall have its Common Stock  suspended or
                           delisted from an exchange or over-the-counter  market
                           from trading for in excess of five (5) trading days.

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the Holder's  sole  discretion,  the Holder may consider  this
Debenture immediately due and payable,  without presentment,  demand, protest or
notice of any kinds, all of which are hereby expressly  waived,  anything herein
or in any note or other instruments  contained to the contrary  notwithstanding,
and the Holder may  immediately  enforce any and all of the Holder's  rights and
remedies provided herein or any other rights or remedies afforded by law.

         15.  Nothing   contained  in  this  Debenture  shall  be  construed  as
conferring  upon the  Holder  the right to vote or to  receive  dividends  or to
consent  or  receive  notice as a  shareholder  in  respect  of any  meeting  of
shareholders  or any rights  whatsoever as a shareholder of the Company,  unless
and to the extent converted in accordance with the terms hereof.


                                       8
<PAGE>




         16. In the event for any  reason,  any payment by or act of the Company
or the Holder shall  result in payment of interest  which would exceed the limit
authorized  by or be in violation of the law of the  jurisdiction  applicable to
this Debenture,  the ipso facto the obligation of the Company to pay interest or
perform such act or requirement  shall be reduced to the limit  authorized under
such law,  so that in no event shall the  Company be  obligated  to pay any such
interest, perform any such act or be bound by any requirement which would result
in the payment of interest  in excess of the limit so  authorized.  In the event
any payment by or act of the Company shall result in the extraction of a rate of
interest in excess of a sum which is lawfully collectible as interest, then such
amount (to the extent of such excess not returned to the Company) shall, without
further  agreement or notice between or by the Company or the Holder,  be deemed
applied to the payment of principal,  if any, hereunder immediately upon receipt
of such excess funds by the Holder, with the same force and effect as though the
Company had specifically  designated such sums to be so applied to principal and
the Holder had agreed to accept such sums as an interest-free prepayment of this
Debenture.  If any part of such excess remains after the principal has been paid
in full, whether by the provisions of the preceding sentences of this Section 16
or otherwise,  such excess shall be deemed to be an interest-free  loan from the
Company to the Holder,  which loan shall be payable  immediately  upon demand by
the  Company.  The  provisions  of this  Section 16 shall  control  every  other
provision of this Debenture.

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: May 20, 2000

                            FINANCIAL INTRANET, INC.

                                     By:/s/Corey Rinker
                                           ---------------
                                           Corey Rinker
                                           ---------------
                                           (Print Name)
                                           V.P.
                                           ---------------------
                                           (Title)



                                       9
<PAGE>






                                    EXHIBIT A


                              NOTICE OF CONVERSION

   (To be Executed by the Registered Holder in order to Convert the Debenture)



     The undersigned hereby irrevocably elects to convert $ ________________  of
the principal  amount of the above Debenture No. ___ into Shares of Common Stock
of FINANCIAL INTRANET,  INC. (the "Company") according to the conditions hereof,
as of the date written below.


Conversion Date*
 -------------------------------------------------------------------

Applicable Conversion Price
 -----------------------------------------------------------


Signature
 ----------------------------------------------------------------------------
                                    [Name]

Address:
 ----------------------------------------------------------------------------

 -----------------------------------------------------------------------------




* This original  Debenture must be received by the Company or its transfer agent
by the fifth business date following the Conversion Date.

<PAGE>


        IN WITNESS WHEREOF, this Agreement has been duly  executed  by the Buyer
by one of its officers thereunto duly authorized as of the date set forth below.

AMOUNT AND PURCHASE PRICE OF INITIAL DEBENTURES:  $600,000
                                                   -------

                            SIGNATURES FOR ENTITIES


        IN WITNESS WHEREOF, the undersigned represents that the foregoing state-
ments  are  true  and  correct  and  that it has caused this Securities Purchase
Agreement to be duly executed on its behalf this 20 day of May, 2000.

Corporate Centre, West Bay Rd.
------------------------------
Address                                 Printed Name of Subscriber GARTH LLC
PO BOX 311 05 SMB
-----------------
Grand Cayman, Cayman Is. BVI            By: (illegible)
Telecopier No. (284)-494-4771           (Signature of Authorized Person)
                                        --------------------------------
                                        Printed Name and Title
Cayman Islands
---------------
Jurisdiction of Incorporation
or Organization                         Navigator Management Ltd.
                                        Director

As of the date set forth below,  the  undersigned  hereby accepts this Agreement
and  represents  that the foregoing  ststements are true and correct and that it
has caused this Securities Purchase Agreement to be duly executed on its behalf.

FINANCIAL INTRANET, INC.

By: Corey Rinker

Title: V.P.
Date: May 20, 2000

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>13
<FILENAME>0013.txt
<DESCRIPTION>DEBENTURE OCTOBER 30, 2000 WITH GARTH LLC
<TEXT>





                                      NOTE

         NEITHER THESE  SECURITIES NOR THE SECURITIES  ISSUABLE UPON  CONVERSION
         HEREOF  HAVE BEEN  REGISTERED  WITH THE UNITED  STATES  SECURITIES  AND
         EXCHANGE COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES  ACT OF 1933, AS AMENDED.  THE SECURITIES ARE RESTRICTED
         AND MAY NOT BE  OFFERED,  RESOLD,  PLEDGED  OR  TRANSFERRED  EXCEPT  AS
         PERMITTED  UNDER THE ACT PURSUANT TO  REGISTRATION OR EXEMPTION OR SAFE
         HARBOR THEREFROM.

                                                                    US $ 190,000

                            FINANCIAL INTRANET, INC.

                                 8% DEMAND NOTE

        THIS  Note of  $190,000  of  FINANCIAL  INTRANET,  INC.,  a  corporation
organized and existing  under the laws of the State of Nevada and located at 116
Radio  Circle,  Mt.  Kisco,  NY  1054  (the  "Company")  designated  as  its  8%
Convertible Note.

         FOR VALUE  RECEIVED,  the  Company  promises  to pay to GARTH LLC,  the
registered holder hereof (the "Holder"), the principal sum of One Hundred Ninety
Thousand and 00/100  Dollars (US  $190,000) on demand and to pay interest on the
principal  sum  outstanding  in  arrears  on the date of demand  (the  "Maturity
Date"),  at the rate of 8% per annum accruing from the date of initial  issuance
of this Note (the "Issue Date"). Accrual of interest shall commence on the first
such  business  day to occur  after the date  hereof  and shall  continue  until
payment in full of the  principal sum has been made or duly provided for. In the
event of a default  hereunder,  the  principal of, and interest on, this Note is
payable at the option of the Holder, in Common Shares of the Company,  $.001 par
value  per  share  ("Common  Stock")  as set forth  below,  or in United  States
dollars,  at the address last  appearing on the Note  Register of the Company as
designated in writing by the Holder from time to time.  The Company will pay the
principal of and interest upon this Note on the Maturity Date,  less any amounts
required by law to be deducted,  to the registered holder of this Note as of the
tenth day prior to the  Maturity  Date and  addressed to such holder at the last
address  appearing  on the Note  Register.  The  forwarding  of such check shall
constitute a payment of principal  and interest  hereunder and shall satisfy and
discharge the liability for principal and interest on this Note to the extent of
the sum represented by such check plus any amounts so deducted.


                                       1
<PAGE>



         This Note is subject to the following additional provisions:

         1. The number of shares to be issued  upon  conversion  is a minimum of
30,000  (unless if at the time of  election  to convert  the number of shares of
Common  Stock  issuable  upon  conversion  is less  than  30,000).  The  Note is
exchangeable  for an equal  aggregate  principal  amount  of Notes of  different
authorized  denominations,  as requested by the Holder surrendering the same. No
service charge will be made for such registration or transfer or exchange.

         2. The  Holder of this Note is  entitled  at any time,  at its  option,
subject  to  the  following  provisions,  to  convert  all or a  portion  of the
principal  amount of this Note into shares of Common Stock at a conversion price
for each share of Common Stock equal to $0.01 per share.

                  Conversion shall be effectuated by surrendering the Note to be
converted  to the  Company,  accompanied  by or preceded by  facsimile  or other
delivery  to  the  Company  of a  conversion  notice,  executed  by  the  Holder
evidencing such Holder's  intention to convert a specified  portion hereof,  and
accompanied,  if required by the Company,  by proper assignment hereof in blank.
Interest accrued or accruing from the date of issuance to the date of conversion
shall,  at the  option  of the  Company,  be paid in cash or Common  Stock  upon
conversion at the  Conversion  Price.  No  fractional  shares of Common Stock or
scrip  representing  fractions of shares will be issued on  conversion,  but the
number of shares issuable shall be rounded to the nearest whole share.  The date
on which notice of conversion is given (the  "Conversion  Date") shall be deemed
to be the date on which the Holder  faxes or otherwise  delivers the  conversion
notice  ("Notice of  Conversion"),  substantially  in the form annexed hereto as
Exhibit A, duly executed,  to the Company.  Facsimile  delivery of the Notice of
Conversion  shall be accepted by the Company at facsimile  number (914) 242-3496
ATTN:  Michael  Sheppard  or at such  other  fax  number  as  designated  by Mr.
Sheppard.  Certificates  representing  Common  Stock  upon  conversion  will  be
delivered  within three (3) business days from the date the Notice of Conversion
is delivered to the Company.

         3. The  Company  shall be entitled  to  withhold  from all  payments of
principal  of, and  interest  on, this Note any amounts  required to be withheld
under the  applicable  provisions  of the United States income tax laws or other
applicable  laws at the time of such  payments,  and Holder  shall  execute  and
deliver all required documentation in connection therewith.

         4. This Note has been issued subject to investment  representations  of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and  foreign  securities  laws.  In the event of any  proposed
transfer of this Note, the Company may require,  prior to issuance of a new Note
in  the  name  of  such  other  person,  that  it  receive  reasonable  transfer
documentation  including  legal  opinions  that the issuance of the Note in such
other name does not and will not cause a violation of the Act or any  applicable
state or foreign  securities laws. Prior to due presentment for transfer of this
Note,  the  Company  and any agent of the  Company may treat the person in whose
name this Note is duly  registered on the  Company's  Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes,  whether or not this Note be overdue,  and neither the Company nor any
such agent shall be affected by notice to the contrary.

         5. No  provision of this Note shall alter or impair the  obligation  of
the Company,  which is absolute and unconditional,  to pay the principal of, and
interest  on,  this  Note at the  time,  place,  and  rate,  and in the  coin or
currency, herein prescribed. This Note is a direct obligation of the Company.

         6. No recourse shall be had for the payment of the principal of, or the
interest on, this Note, or for any claim based  hereon,  or otherwise in respect
hereof,  against any incorporator,  shareholder,  officer or director,  as such,
past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof and as part of the consideration  for the issue hereof,  expressly waived
and released.


                                       2
<PAGE>



         7. The Holder of the Note, by acceptance hereof,  agrees that this Note
is being acquired for  investment  and that such Holder will not offer,  sell or
otherwise  dispose  of this Note or the  shares of Common  Stock  issuable  upon
conversion  thereof  except  under  circumstances  which  will not  result  in a
violation of the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.

         8. This Note shall be governed by and construed in accordance  with the
laws of the State of New York. Each of the parties  consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state  courts of the State of New York sitting in the City of New York in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  coveniens,  to the bringing of any such  proceeding  in such
jurisdictions.

         9.       The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           or interest on this Note and  same shall continue for
                           a period of five (5) days; or

                  b.       Any of the  representations or warranties made by the
                           Company   herein,   in  the  Agreement,   or  in  any
                           certificate or financial or other written  statements
                           heretofore  or hereafter  furnished by the Company in
                           connection  with the  execution  and delivery of this
                           Note or the Agreement shall be false or misleading in
                           any material respect at the time made; or

                  c.       The Company shall fail to perform or observe,  in any
                           material   respect,   any   other   covenant,   term,
                           provision,  condition, agreement or obligation of any
                           Note  (as  defined  in  the  Agreement,   which  term
                           includes this Note) and such failure  shall  continue
                           uncured  for a  period  of  thirty  (30)  days  after
                           written notice from the Holder of such failure; or

                  d.       The Company shall fail to perform or observe,  in any
                           material  respect,  any  covenant,  term,  provision,
                           condition,  agreement  or  obligation  of the Company
                           under  the  Agreement  or  the  Registration   Rights
                           Agreement and such failure shall continue uncured for
                           a period of thirty  (30) days  after  written  notice
                           from the Holder of such failure; or

                  e.       The Company  shall (1) admit in writing its inability
                           to pay its debts  generally as they mature;  (2) make
                           an  assignment   for  the  benefit  of  creditors  or
                           commence  proceedings  for  its  dissolution;  or (3)
                           apply for or consent to the appointment of a trustee,
                           liquidator  or receiver for its or for a  substantial
                           part of its property or business; or

                  f.       A trustee, liquidator or receiver shall be  appointed
                           for  the  Company  or for a  substantial  part of its
                           property or business  without  its  consent and shall
                           not be discharged  within  sixty (60) days after such
                           appointment; or


                                       3
<PAGE>



                  g.       Any  governmental  agency or any  court of  competent
                           jurisdiction  at the  instance  of  any  governmental
                           agency shall  assume  custody or control of the whole
                           or  any  substantial  portion  of the  properties  or
                           assets of the  Company  and  shall  not be  dismissed
                           within sixty (60) days thereafter; or

                  h.       Any money judgment, writ or warrant of attachment, or
                           similar  process  in excess of One  Hundred  Thousand
                           ($100,000)  Dollars in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain  unpaid,  unvacated,
                           unbonded or unstayed  for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

                  i.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy  law or any law for the  relief of debtors
                           shall be instituted by or against the Company and, if
                           instituted   against  the   Company,   shall  not  be
                           dismissed   within   sixty   (60)  days   after  such
                           institution  or the  Company  shall by any  action or
                           answer  approve of,  consent to, or  acquiesce in any
                           such  proceedings  or admit the material  allegations
                           of, or default in  answering a petition  filed in any
                           such proceeding; or

                  j.       The Company shall have its Common Stock  suspended or
                           delisted from an exchange or over-the-counter  market
                           from trading for in excess of two trading days.

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the  Holder's  sole  discretion,  the Holder may  consider all
obligations  under this Note immediately due and payable within five (5) days of
notice,  without  presentment,  demand,  protest or notice of any kinds,  all of
which  are  hereby  expressly  waived,  anything  herein or in any note or other
instruments  contained  to the  contrary  notwithstanding,  and the  Holder  may
immediately  enforce any and all of the Holder's  rights and  remedies  provided
herein or any other rights or remedies afforded by law.


         11.  Nothing  contained in this Note shall be  construed as  conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

                                       4
<PAGE>






         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: October 30, 2000

                                                     FINANCIAL INTRANET, INC.


                                                     By:/s/Corey Rinker
                                                     -------------------
                                                           Corey Rinker
                                                     -------------------
                                                     (Print Name)
                                                           V.P.
                                                     -------------------
                                                     (Title)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>DEBENTURE JANUARY 22, 2001 WITH GARTH LLC
<TEXT>





                                      NOTE

         NEITHER THESE  SECURITIES NOR THE SECURITIES  ISSUABLE UPON  CONVERSION
         HEREOF  HAVE BEEN  REGISTERED  WITH THE UNITED  STATES  SECURITIES  AND
         EXCHANGE COMMISSION OR THE SECURITIES  COMMISSION OF ANY STATE OR UNDER
         THE SECURITIES  ACT OF 1933, AS AMENDED.  THE SECURITIES ARE RESTRICTED
         AND MAY NOT BE  OFFERED,  RESOLD,  PLEDGED  OR  TRANSFERRED  EXCEPT  AS
         PERMITTED  UNDER THE ACT PURSUANT TO  REGISTRATION OR EXEMPTION OR SAFE
         HARBOR THEREFROM.

No.                                                                 US $  75,000
         --------------

                            FINANCIAL INTRANET, INC.

                           8% NOTE DUE AUGUST 31, 2001

        THIS Note is of a duly  authorized  issue of up to $200,000 of FINANCIAL
INTRANET, INC., a corporation organized and existing under the laws of the State
of Nevada and located at 116 Radio Circle,  Mt. Kisco,  NY 1054 (the  "Company")
designated as its 8% Convertible Notes.

         FOR VALUE  RECEIVED,  the  Company  promises  to pay to GARTH LLC,  the
registered  holder  hereof (the  "Holder"),  the  principal sum of Seventy Fifty
Thousand and 00/100  Dollars (US $75,000) on August 31, 2001 and to pay interest
on the principal sum outstanding from time to time in arrears on August 31, 2001
(the  "Maturity  Date"),  at the rate of 8% per annum  accruing from the date of
initial  issuance of this Note (the  "Issue  Date").  Accrual of interest  shall
commence on the first such business day to occur after the date hereof and shall
continue  until  payment  in full of the  principal  sum has  been  made or duly
provided  for.  In the event of a  default  hereunder,  the  principal  of,  and
interest on, this Note is payable at the option of the Holder,  in Common Shares
of the Company,  $.001 par value per share ("Common  Stock") as set forth below,
or in United States dollars,  at the address last appearing on the Note Register
of the Company as  designated  in writing by the Holder  from time to time.  The
Company will pay the  principal  of and interest  upon this Note on the Maturity
Date, less any amounts required by law to be deducted,  to the registered holder
of this Note as of the tenth day prior to the  Maturity  Date and  addressed  to
such holder at the last address  appearing on the Note Register.  The forwarding
of such check shall constitute a payment of principal and interest hereunder and
shall  satisfy and  discharge  the  liability for principal and interest on this
Note to the extent of the sum  represented  by such  check  plus any  amounts so
deducted.


                                       1
<PAGE>



         This Note is subject to the following additional provisions:

         1.  The Note is  issuable  in  denominations  of Ten  Thousand  Dollars
(US$10,000) and integral multiples  thereof,  provided that the number of shares
to be issued upon  conversion  is a minimum of 30,000  (unless if at the time of
election  to  convert  the  number  of  shares of  Common  Stock  issuable  upon
conversion is less than 3,000).  The Note is exchangeable for an equal aggregate
principal amount of Notes of different authorized denominations, as requested by
the  Holder  surrendering  the same.  No  service  charge  will be made for such
registration or transfer or exchange.

         2. The  Holder of this Note is  entitled  at any time,  at its  option,
subject  to  the  following  provisions,  to  convert  all or a  portion  of the
principal  amount of this Note into shares of Common Stock at a conversion price
for each share of Common Stock equal to the Current  Market Price  multiplied by
seventy-five percent (75%)(the "Conversion Price"). "Current Market Price" means
the average  closing bid price of the Common Stock as reported by Bloomberg,  LP
or, if not so reported, as reported on the over-the-counter market, for the five
(5)  trading  days ending on the trading  day  immediately  before the  relevant
Conversion Date (as defined below).  The amount of shares issuable pursuant to a
conversion  shall equal the principal amount (or portion thereof) of the Note to
be converted divided by the Conversion Price.

                  Conversion shall be effectuated by surrendering the Note to be
converted  to the  Company,  accompanied  by or preceded by  facsimile  or other
delivery  to the Company of the form of  conversion  notice  attached  hereto as
Exhibit A, executed by the Holder evidencing such Holder's  intention to convert
a specified  portion hereof,  and  accompanied,  if required by the Company,  by
proper assignment hereof in blank. Interest accrued or accruing from the date of
issuance to the date of conversion shall, at the option of the Company,  be paid
in cash or Common Stock upon  conversion at the Conversion  Price. No fractional
shares of Common Stock or scrip representing  fractions of shares will be issued
on conversion, but the number of shares issuable shall be rounded to the nearest
whole share.  The date on which notice of conversion  is given (the  "Conversion
Date")  shall be deemed to be the date on which the  Holder  faxes or  otherwise
delivers the conversion  notice ("Notice of  Conversion"),  substantially in the
form  annexed  hereto as Exhibit A, duly  executed,  to the  Company.  Facsimile
delivery  of the  Notice of  Conversion  shall be  accepted  by the  Company  at
facsimile   number  (914)  277-3338  ATTN:   Michael   Sheppard  .  Certificates
representing  Common Stock upon  conversion  will be delivered  within three (3)
business  days  from the date the  Notice  of  Conversion  is  delivered  to the
Company.


         3. The  Company  shall be entitled  to  withhold  from all  payments of
principal  of, and  interest  on, this Note any amounts  required to be withheld
under the  applicable  provisions  of the United States income tax laws or other
applicable  laws at the time of such  payments,  and Holder  shall  execute  and
deliver all required documentation in connection therewith.

         4. This Note has been issued subject to investment  representations  of
the  original  purchaser  hereof and may be  transferred  or  exchanged  only in
compliance  with the Securities  Act of 1933, as amended (the "Act"),  and other
applicable  state and  foreign  securities  laws.  In the event of any  proposed
transfer of this Note, the Company may require,  prior to issuance of a new Note
in  the  name  of  such  other  person,  that  it  receive  reasonable  transfer
documentation  including  legal  opinions  that the issuance of the Note in such
other name does not and will not cause a violation of the Act or any  applicable
state or foreign  securities laws. Prior to due presentment for transfer of this
Note,  the  Company  and any agent of the  Company may treat the person in whose
name this Note is duly  registered on the  Company's  Note Register as the owner
hereof for the purpose of receiving payment as herein provided and for all other
purposes,  whether or not this Note be overdue,  and neither the Company nor any
such agent shall be affected by notice to the contrary.

         5. No  provision of this Note shall alter or impair the  obligation  of
the Company,  which is absolute and unconditional,  to pay the principal of, and
interest  on,  this  Note at the  time,  place,  and  rate,  and in the  coin or
currency, herein prescribed. This Note is a direct obligation of the Company.

         6. No recourse shall be had for the payment of the principal of, or the
interest on, this Note, or for any claim based  hereon,  or otherwise in respect
hereof,  against any incorporator,  shareholder,  officer or director,  as such,
past, present or future, of the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof and as part of the consideration  for the issue hereof,  expressly waived
and released.


                                       2
<PAGE>



         7. The Holder of the Note, by acceptance hereof,  agrees that this Note
is being acquired for  investment  and that such Holder will not offer,  sell or
otherwise  dispose  of this Note or the  shares of Common  Stock  issuable  upon
conversion  thereof  except  under  circumstances  which  will not  result  in a
violation of the Act or any applicable state Blue Sky or foreign laws or similar
laws relating to the sale of securities.

         8. This Note shall be governed by and construed in accordance  with the
laws of the State of New York. Each of the parties  consents to the jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state  courts of the State of New York sitting in the City of New York in
connection with any dispute  arising under this Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  coveniens,  to the bringing of any such  proceeding  in such
jurisdictions.

         9.       The following shall constitute an "Event of Default":

                  a.       The Company shall default in the payment of principal
                           or interest on this Note and  same shall continue for
                           a period of five (5) days; or

                  b.       Any of the  representations or warranties made by the
                           Company   herein,   in  the  Agreement,   or  in  any
                           certificate or financial or other written  statements
                           heretofore  or hereafter  furnished by the Company in
                           connection  with the  execution  and delivery of this
                           Note or the Agreement shall be false or misleading in
                           any material respect at the time made; or

                  c.       The Company shall fail to perform or observe,  in any
                           material   respect,   any   other   covenant,   term,
                           provision,  condition, agreement or obligation of any
                           Note  (as  defined  in  the  Agreement,   which  term
                           includes this Note) and such failure  shall  continue
                           uncured  for a  period  of  thirty  (30)  days  after
                           written notice from the Holder of such failure; or

                  d.       The Company shall fail to perform or observe,  in any
                           material  respect,  any  covenant,  term,  provision,
                           condition,  agreement  or  obligation  of the Company
                           under  the  Agreement  or  the  Registration   Rights
                           Agreement and such failure shall continue uncured for
                           a period of thirty  (30) days  after  written  notice
                           from the Holder of such failure; or

                  e.       The  Company  shall  (1) make an  assignment  for the
                           benefit of creditors or commence proceedings  for its
                           dissolution;  or  (2)  apply  for  or  consent to the
                           appointment of a trustee, liquidator  or receiver for
                           its  or  for  a  substantial  part of its property or
                           business; or

                  f.       A  trustee, liquidator or receiver shall be appointed
                           for  the  Company  or for a  substantial  part of its
                           property or business  without  its  consent and shall
                           not be  discharged  within sixty (60) days after such
                           appointment; or


                                       3
<PAGE>



                  g.       Any  governmental  agency or any  court of  competent
                           jurisdiction  at the  instance  of  any  governmental
                           agency shall  assume  custody or control of the whole
                           or  any  substantial  portion  of the  properties  or
                           assets of the  Company  and  shall  not be  dismissed
                           within sixty (60) days thereafter; or

                  h.       Any money judgment, writ or warrant of attachment, or
                           similar  process  in excess of One  Hundred  Thousand
                           ($50,000)  Dollars  in the aggregate shall be entered
                           or filed against the Company or any of its properties
                           or other assets and shall remain  unpaid,  unvacated,
                           unbonded or unstayed  for a period of sixty (60) days
                           or in any event later than five (5) days prior to the
                           date of any proposed sale thereunder; or

                  i.       Bankruptcy, reorganization, insolvency or liquidation
                           proceedings or other proceedings for relief under any
                           bankruptcy  law or any law for the  relief of debtors
                           shall be instituted by or against the Company and, if
                           instituted   against  the   Company,   shall  not  be
                           dismissed   within   sixty   (60)  days   after  such
                           institution  or the  Company  shall by any  action or
                           answer  approve of,  consent to, or  acquiesce in any
                           such  proceedings  or admit the material  allegations
                           of, or default in  answering a petition  filed in any
                           such proceeding; or

                  j.       The Company shall have its Common Stock  suspended or
                           delisted from an exchange or over-the-counter  market
                           from trading for in excess of two trading days.

Then, or at any time  thereafter,  and in each and every such case,  unless such
Event of Default  shall have been waived in writing by the Holder  (which waiver
shall not be deemed to be a waiver of any  subsequent  default) at the option of
the Holder and in the  Holder's  sole  discretion,  the Holder may  consider all
obligations  under this Note immediately due and payable within five (5) days of
notice,  without  presentment,  demand,  protest or notice of any kinds,  all of
which  are  hereby  expressly  waived,  anything  herein or in any note or other
instruments  contained  to the  contrary  notwithstanding,  and the  Holder  may
immediately  enforce any and all of the Holder's  rights and  remedies  provided
herein or any other rights or remedies afforded by law.

         10. The Holder may convert this Note or receive shares of Common  Stock
as payment of interest  hereunder  to the extent such  conversion  or receipt of
such interest  payment  would result in the Holder,  together with any affiliate
thereof,  beneficially  owning (as determine in accordance with Section 13(d) of
the Exchange Act and the rules  promulgated  thereunder)  in excess of 9.999% of
the then  issued  and  outstanding  shares of  Common  Stock,  including  shares
issuable upon  conversion of, and payment of interest on, the Notes held by such
Holder after application of this Section. Since the Holder will not be obligated
to report to the Company the

                                       4
<PAGE>

number  of  shares  of  Common  Stock it may  hold at the  time of a  conversion
hereunder, unless the conversion at issue would result in the issuance of shares
of Common  Stock in excess  of 9.999% of the then  outstanding  shares of Common
Stock without regard to any other shares which may be beneficially  owned by the
Holder  or an  affiliate  thereof,  the  Holder  shsll  have the  authority  and
obligation to determine  whether the restriction  contained in this Section will
limit any  particular  conversion  hereundr  and to the  extent  that the Holder
determines  that  the  limitation   contained  in  this  Section  applies,   the
determination  of which portion of the principal amount of Notes are convertible
shall be the  responsibility  and  obligation  of the Holder.  If the Holder has
delivered a Conversion  Notice for a principal amount of Notes that would result
in the issuance of in excess of the permitted amount  hereunder,  without regard
to any other shares that the Holder or its affiliates may beneficially  own, the
company shall notify the Holder of this fact and shall honor the  conversion for
the maximum  principal  amount permitted to be converted on such Conversion Date
and, at the option of the Holder,  either retain any principal  amount  tendered
for  conversion  in  excess  of  the  permitted   amount  hereunder  for  future
conversions or return such excess principal amount to the Holder. The provisions
of this  Section may be waived by a Holder (but only as to itself and not to any
other  Holder)  upon not less than 61 days prior  notice to the  Company.  Other
Holders shall be unaffected by any such waiver.

         11.  Nothing  contained in this Note shall be  construed as  conferring
upon the  Holder  the right to vote or to  receive  dividends  or to  consent or
receive notice as a shareholder in respect of any meeting of shareholders or any
rights  whatsoever  as a  shareholder  of the Company,  unless and to the extent
converted in accordance with the terms hereof.

                                       5
<PAGE>






         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: January 18, 2001

                                                     FINANCIAL INTRANET, INC.


                                                     By:/s/Michael Sheppard
                                                        -------------------
                                                           Michael Sheppard
                                                        ------------------------
                                                     (Print Name)
                                                           President
                                                        ------------------------
                                                      (Title)


                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-22
<SEQUENCE>15
<FILENAME>0015.txt
<DESCRIPTION>SUBSIDIARIES OF REGISTRANT
<TEXT>




                                   EXHIBIT 22

                           SUBSIDIARIES OF REGISTRANT

Name                              Place of Incorporation or Organization

FNTN International, Inc.,         Cayman Islands
 a limited duration company

Guangzhou eTrend Technology Ltd.  Guangzhou Province, People's Republic of China


</TEXT>
</DOCUMENT>
</SUBMISSION>
