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