Ms. Maura Marx
% Financial Intranet Inc.
1 Dag Hammarskold Plaza
New York, NY 10017

Dear Maura:

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  occurrence
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

                (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 Current
                Employment


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                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,

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)  times  of your  annual  compensation
                averaged over the most recent two (2) year calendar years ending
                coincident with or immediately before the Effective Date

Financial Intranet. Inc.

                (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 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


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FNTN that you should  not he  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 statements
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 of your
current employment or change in the status of your current employment terms.

                (a) FNTN  shall not  be entitled to set off  against the amounts
                payable to you under the terms of this agreement  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 you.

7. Assignment. This Agreement shall be binding upon the parties hereto 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

                  (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


<PAGE>


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 provision(s) 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 deemed 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.
                                       By./s/ Michael Sheppard (title) President
                                              Michael Sheppard
Accepted and Agreed

/s/ Ms. Maura Marx
        Maura Marx