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.

No.                                                                 US $ 150,000
         --------------

                            FINANCIAL INTRANET, INC.

                          8% NOTE DUE DECEMBER 31, 2000

        THIS  Note  is one of a  duly  authorized  issue  of up to  $600,000  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 Notes.

         FOR VALUE  RECEIVED,  the  Company  promises  to pay to GARTH LLC,  the
registered holder hereof (the "Holder"),  the principal sum of One Hundred Fifty
Thousand  and 00/100  Dollars  (US  $150,000)  on  December  31, 2000 and to pay
interest  on the  principal  sum  outstanding  from time to time in  arrears  on
December 31, 2000 (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.


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<PAGE>



         This Note is subject to the following additional provisions:

         1.  The Note is  issuable  in  denominations  of Ten  Thousand  Dollars
(US$10,000) and integral multiples  thereof,  provided that 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 the Current  Market Price  multiplied by
seventy-five percent (75%)(the "Conversion Price"). "Current Market Price" means
the average  closing bid price of the Common Stock as reported by Bloomberg,  LP
or, if not so reported, as reported on the over-the-counter market, for the five
(5)  trading  days ending on the trading  day  immediately  before the  relevant
Conversion Date (as defined below).  The amount of shares issuable pursuant to a
conversion  shall equal the principal amount (or portion thereof) of the Note to
be converted divided by the Conversion Price.

                  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 the form of  conversion  notice  attached  hereto as
Exhibit A, 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)  242-4884  ATTN:   Michael   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.


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<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


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<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.

         10. The Holder may not  convert  this Note or receive  shares of Common
Stock as payment of interest  hereunder to the extent such conversion or receipt
of such interest payment would result in the Holder, together with any affiliate
thereof,  beneficially owning (as determined in accordance with Section 13(d) of
the Exchange Act and the rules  promulgated  thereunder)  in excess of 9.999% of
the then  issued  and  outstanding  shares of  Common  Stock,  including  shares
issuable upon  conversion of, and payment of interest on, the Notes held by such
Holder after application of this Section. Since the Holder will not be obligated
to report to the Company the number of shares of Common Stock it may hold at the
time of a conversion  hereunder,  unless the conversion at issue would result in
the  issuance  of  shares  of  Common  Stock in  excess  of  9.999%  of the then
outstanding  shares of Common Stock without regard to any other shares which may
be beneficially  owned by the Holder or an affiliate  thereof,  the Holder shall
have the authority and obligation to determine whether the restriction contained
in this Section will limit any particular conversion hereunder and to the extent
that  the  Holder  determines  that the  limitation  contained  in this  Section
applies, the determination of which portion of the principal amount of Notes are
convertible  shall be the  responsibility  and obligation of the Holder.  If the
Holder has  delivered a Conversion  Notice for a principal  amount of Notes that
would result in the  issuance of in excess of the  permitted  amount  hereunder,
without  regard to any  other  shares  that the  Holder  or its  affiliates  may
beneficially  own,  the Company  shall  notify the Holder of this fact and shall
honor the conversion for the maximum  principal amount permitted to be converted
on such  Conversion  Date and,  at the option of the Holder,  either  retain any
principal  amount  tendered for  conversion  in excess of the  permitted  amount
hereunder for future  conversions or return such excess  principal amount to the
Holder. The provisions of this Section may be waived by a Holder (but only as to
itself and not to any other  Holder)  upon not less than 61 days prior notice to
the Company. Other Holders shall be unaffected by any such waiver


         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.

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<PAGE>






         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.

Dated: January 12, 2000

                                                     FINANCIAL INTRANET, INC.


                                                     By:/s/Michael Sheppard
                                                        -------------------
                                                           Michael Sheppard
                                                        -------------------
                                                        (Print Name)
                                                           President
                                                        -------------------
                                                        (Title)



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