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                  SUMMARY OF STRATEGIC BUSINESS AGREEMENT TERMS

                  This Summary of Strategic Business Agreement Terms dated
August 8, 2000 (the "Term Sheet"), solely for the purpose of outlining those
terms pursuant to which a definitive strategic business agreement (the
"Agreement") will ultimately be entered into by Compaq Computer Corporation
and/or its subsidiaries (collectively "Compaq") and CYNET, Inc. (the "Company"
or "CYNET", as defined below).

Definition of Terms:                "Compaq Products" means any hardware or
                                    software product and related services
                                    offered for sale by Compaq during the term
                                    of the Agreement, including, but not limited
                                    to, servers, personal computers, storage
                                    products, notebook and handheld computers,
                                    Internet access devices, operating systems,
                                    application software, management software,
                                    and other software and devices.

                                    "CYNET" will include the Company and any of
                                    its subsidiaries or entities under its
                                    direct or indirect control.

                                    "CYNET Solution" means the Company's
                                    wireless cellphone/modem, convergent
                                    messaging software and Internet service
                                    provider services.

Term:                               The term of the Agreement will be four (4)
                                    years, commencing on the date of execution
                                    fo the Agreement.

Execution of Agreement:             The parties will endeavor to complete the
                                    Agreement within ninety (90) days of the
                                    date hereof.

Purchase of Compaq Products:        The Company agrees that CYNET will purchase
                                    Compaq Products as the backbone for delivery
                                    of its ASP services to the market.

Preferred Supplier:                 The Company will designate Compaq as the
                                    exclusive supplier for any purchases made by
                                    or on behalf of CYNET for any Compaq
                                    Product. The Company will not promote
                                    another information technology supplier's
                                    solutions or products as superior in any
                                    instance where a Compaq Product represents a
                                    comparable product.

                                    Compaq agrees to work with the Compay to
                                    determine opportunities for Compaq to
                                    promote corporate awareness and
                                    opportunities for Compaq's deployment of the
                                    CYNET Solution in certain of its business
                                    groups.

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Confidentiality:                    This Term Sheet is confidential.
                                    Notwithstanding the foregoing or anything to
                                    the contrary herein, either company may make
                                    such public disclosures as it shall deem
                                    necessary in its sole discretion to comply
                                    with federal and state securities laws.



                  The parties have executed this Term Sheet as of the first day
noted above.


Compaq Computer Corporation             CYNET, Inc.



By:   /s/                               By:   /s/ Vincent W. Beale, Sr.
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Name:                                   Name:     Vincent W. Beale, Sr.
      -------------------------------         ----------------------------------
Title:                                  Title:    Chairman & CEO
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