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)