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.





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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