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






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          (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


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         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



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(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