EXHIBIT 7.3

             LETTER OF INTENT - INTERNATIONAL MERCANTILE CORPORATION
                           a/k/a MICROMATIX.NET, INC.



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                                November 19, 1999



International Mercantile Corporation
a/k/a MicroMatix.net, Inc.
1111 Kneeh Avenue
Baltimore, Maryland

Attn:   Mr. Frederic Richardson

                 Re:      Letter of Intent

Dear Sirs:

     This  letter  will serve to confirm our recent  discussions  regarding  the
proposed   issuance  to  and  purchase  by  WatchOut!   Inc.  d/b/a   Innovative
Cybersystems   Corporation   (the  "Buyer")  of  certain   preferred  shares  of
International Mercantile Corporation a/k/a MicroMatix.net, Inc. (the "Company").
Such preferred stock  investment and the related  transactions  described herein
are collectively referred to as the "Investment".

1. STRUCTURE AND TERMS.  The investment  will be structured as a purchase by the
Buyer from the  Company  of  authorized  but  unissued  preferred  shares of the
Company (the "Preferred Stock") which will have rights, powers,  preferences and
limitations as set forth in a certificate of  designations to be mutually agreed
upon and effective at the time of closing, which will include the following:

     A.  DIVIDENDS.  The  holders of the  Preferred  Stock  shall be entitled to
receive, if, as and when any dividend or distribution is declared or paid on the
common  stock of the  Company  from time to time,  an equal  per share  dividend
(calculated  as if the Preferred  Stock had been  converted into common stock of
the  Company,  in  accordance  with  paragraph  1(c)  below,  on the record date
established  to  determine  the  holders  entitled to receive  such  dividend or
distribution).

     B. LIQUIDATION PREFERENCE.  The Preferred Stock will, upon any liquidation,
dissolution or winding up of the Company, rank senior to all other capital stock
of the  Company,  and will  entitle the holders  thereof to receive,  out of the
assets available for distribution to  stockholders,  aggregate  amounts equal to
the aggregate  purchase price paid for the Preferred  Stock  (including,  to the
extent  applicable,   the  immediate   cancellation  of  any  remaining  payment
obligations under paragraph 2 below).


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     C.  CONVERSION.  The Preferred Stock shall be convertible in whole (but not
in  part),  at any  time at the  option  of the  holders  of a  majority  of the
Preferred Stock,  into a number of shares of Class A common stock of the Company
equal to 30% of the fully  diluted  common  stock of the Company (on a pro forma
basis,  after giving effect to such conversion and the exercise or conversion of
all then outstanding options,  warrants,  convertible securities or other rights
to acquire common stock of the Company). In addition to such optional conversion
rights, the Preferred Stock shall automatically convert, in whole, into a number
of  shares  of Class A common  stock of the  Company  equal to 30% of the  fully
diluted common stock of the Company (calculated as aforesaid), on the earlier of
(i) the later of (A) the first  sale of shares of common  stock by the  Company,
subsequent  to  the  closing  of  the  Investment,   pursuant  to  a  registered
underwritten   public  offering  of  common  stock  of  the  Company,   (B)  the
consummation of the Company's  proposed  acquisition of or business  combination
with __________ or any other entity satisfactory to the holders of a majority of
the Preferred Stock, or (C) February 15, 2000, or (ii) July 31, 2000.

     D. VOTING RIGHTS.  In addition to any separate class voting rights provided
by  applicable  law, the  Preferred  Stock shall have the right to vote with the
common stock of the Company (voting as a single class) on all matters  submitted
or required to be submitted to the  stockholders  of the Company for their vote,
consent or approval.  The Preferred  Stock shall  collectively  be entitled to a
number of votes  equal to the  number of shares of common  stock of the  Company
into  which  the  Preferred  Stock  would  be  convertible  on the  record  date
established  for such vote,  consent or approval  (or, if no such record date is
established,  then the date on which such vote,  consent or approval is taken or
obtained).

2. PURCHASE  PRICE. In  consideration  of the issuance and sale of the Preferred
Stock to the Buyer,  the Buyer  shall pay to the Company  the  aggregate  sum of
$500,000,  which shall be payable in immediately available funds (a) $100,000 on
December 1, 1999,  (b)  $150,000  on  December  31,  1999,  and (c)  $250,000 on
February 1, 2000. Such installments will be payable without interest, and may be
prepaid (in whole or in part) at any time at the Buyer's option. Payment of such
amounts  will be secured by shares of common  stock of the Buyer,  which will be
deposited into escrow with the Buyer's  counsel,  who shall act as escrow holder
and  deliver or return  such  shares  pursuant  to an escrow  agreement  in form
satisfactory to the Company,  the Buyer,  the pledgor and such escrow agent. The
initial  collateral will consist of 100,000 shares of common stock of the Buyer,
which will be placed in escrow at the time of closing;  and, in conjunction with
each  scheduled  payment as  aforesaid,  the number of shares held by the escrow
agent will be adjusted so as to equal that number determined by dividing (i) the
remaining installment payments due in respect of the Preferred Stock as provided
here,  by (ii) the  arithmetic  mean  average of the  average of the bid and ask
prices of the common  stock of the Buyer for the five (5)  trading  days  ending
three (3) business days prior to the subject scheduled payment date.


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3. BOARDS OF DIRECTORS.  The Definitive  Agreement  described below will include
provisions  whereby  the  Company  will agree  that (a) upon the  payment of the
second  installment  under  paragraph  2 above,  the Board of  Directors  of the
Company  will be expanded to eight  members,  with the vacancy  thereby  created
being filled by Kevin Waltzer (or, in the event that Mr.  Waltzer has died or is
disabled on such date, another individual designated by the Buyer), (b) upon the
payment of the final installment under paragraph 2 above, the Board of Directors
of the Company  will be  increased  to nine  members,  with the vacancy  thereby
created  being filled by John J. Russell (or, in the event that Mr.  Russell has
died or is disabled on such date, another  individual  designated by the Buyer),
and (c) the Board of Directors of the Company will not otherwise be increased at
any time when the Preferred Stock is outstanding.  The Definitive Agreement will
also  contain a  provision  whereby,  at such time as Mr.  Waltzer  (or  another
individual  designated  by the Buyer) is  installed on the Board of Directors of
the Company,  Frederic Richardson (or, in the event that Mr. Richardson has died
or is disabled on such date, another individual  designated by the Company) will
be added to the Board of Directors of the Buyer.

4.  OPERATION  OF THE  BUSINESS.  At all  times  prior  to  the  closing  of the
Investment or the abandonment of the proposed transactions described herein, the
Company will conduct its business  solely in the ordinary  course,  and will not
enter into any material  transaction  outside of the ordinary course,  including
but not limited to issuing any  additional  capital stock of the Company  (other
than upon the  exercise or  conversion  of any  options,  warrants,  convertible
securities  or other  rights  outstanding  on the date  hereof),  incurring  any
indebtedness for money borrowed or any other material indebtedness, changing its
methods of payment of accounts payable or collection of accounts receivable,  or
paying any dividends,  distributions,  fees or other  payments to  stockholders,
directors,  executive  officers or other  affiliates of the Company  (other than
normal  compensation  and  expense  reimbursements  in the  ordinary  course  of
business consistent with past practice).

5. EXPENSES. Each party will be responsible for the payment of its own costs and
expenses  (including,  without  limitation,  professional fees of its attorneys,
accountants and other advisors) in connection with these transactions.

6. DUE DILIGENCE.  At all times through the preparation of definitive agreements
and the closing of the Combination,  the Buyer and its  representatives  will be
afforded the  opportunity to conduct a full due diligence  investigation  of the
assets, business, financial condition,  management and prospects of the Company,
the results of which due diligence  investigation  shall be  satisfactory to the
Buyer.

7. CLOSING  DATE.  Subject to  satisfactory  completion of due diligence and the
Definitive  Agreement described below, it is anticipated that the closing of the
Investment will occur on or before December 15, 1999.

8. CONCLUSION. This letter represents only an expression of our mutual intention
at this time and shall not be  construed  or deemed to represent an agreement or
agreement to agree as to any  Investment or other  transaction.  It is expressly
understood and agreed that the legal rights and obligations of the parties shall
arise  only  pursuant  to  definitive   agreements   regarding  the   Investment



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(collectively,    the    "Definitive    Agreement"),     containing    customary
representations, warranties, covenants and agreements of the parties thereto and
in form and  content  mutually  satisfactory  to such  parties  and their  legal
counsel;  provided,  however,  that  notwithstanding  the otherwise  non-binding
nature  of this  letter,  the  provisions  of  paragraph  5 above,  and the next
succeeding  paragraph below,  shall be binding on the parties upon the execution
and delivery of this letter.

Notwithstanding  the  foregoing,  from the date of  execution  of this letter of
intent by the Company  through and including the earlier of December 15, 1999 or
the  execution  of a Definitive  Agreement,  and  thereafter  as provided in the
Definitive  Agreement,  the Company agrees that it will not (and will not permit
any of its shareholders,  directors,  officers, or affiliates to) negotiate with
or enter into any  commitments,  agreements or  understandings  with any person,
firm or  corporation  (other  than the  Buyer) in respect of any sale of capital
stock  or  assets  of  the  Seller,  any  merger,   consolidation  or  corporate
reorganization,  or any other  such  transaction  relating  to the Seller or any
portion of its business.

If the foregoing  accurately reflects the substance of our understanding at this
time, please so indicate by signing a copy of this letter of intent in the space
provided below.

                                            Very truly yours,

                                            WATCHOUT! INC., d/b/a Innovative
                                            Cybersystems Corporation

                                            By:________________________

Acknowledged, Confirm and
Agreed to:

INTERNATIONAL MERCANTILE CORPORATION, a/k/a MicroMatix.net, Inc.

By:_________________________________
Frederic Richardson, Chairman