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                           Memorandum of Understanding

        The parties hereto acknowledge and agree as follows:

     1.   Hubert Wen is investing the sum of $100,000.00 US in good funds in
          Cynet, Inc., at the request and insistance of Cynet, Inc., by
          Securities Purchase Agreement of even date herewith and a Stock
          Purchase Warrant.

     2.   Cynet, Inc. has agreed to issue to Hubert Wen the 1,600,00 shares of
          Class A common stock with "piggy-back" rights and hereby agree to
          amend the Securities Purchase Agreement as follows:

           A.  Any shares issued to Hubert Wen or his assigns, hereunder shall
               be subject to restrictions as to transfer under Rule 144
               promulgated by the Securities Exchange Commission ("SEC"). All of
               the said shares of stock so issued will have "piggyback
               registration rights" to be included in any Registration Statement
               undertaken by Cynet, inc., without cost or expense. The shares
               thereupon shall be unrestricted as to transferability and the
               Certificates shall not bear any legends or restrictions.

           B.  ARBITRATION. Any claims or controversies relating to this
               Agreement or any agreement incident hereto shall be heard and
               resolved by arbitration held in the English language under the
               provisions of the Texas Arbitration Act ("TAA") but conducted
               under the auspices and pursuant to the rules (if not in conflict
               with the TAA) of the American Arbitration Association ("AAA").
               Venue of all arbitration shall be Houston, Texas. Arbitration
               shall be before one (1) arbitrator (a) selected by mutual
               agreement of the parties reached fifteen (15) days after the AAA
               has sent confirmation of notice of filing of the demand for
               arbitration, or, (b) if no mutual agreement can be reached within
               that time, appointed by the AAA. Such arbitrator shall be an
               attorney at law who has practiced law for at least ten (10) years
               in either general commercial litigation or general corporate and
               commercial matters. Any award of arbitration shall be in United
               States Dollars if monetary in nature unless the winning party
               makes written election to accept (i) alternative assets which may
               be the subject of the Arbitration (such as shares of stock) or
               (ii) alternative remedy such as specific performance, within ten
               (10) days of receiving notice of the award; shall be final and
               legally binding; may be entered into judgment in any court of
               competent jurisdiction; and may be enforced in any jurisdiction
               in which the party against whom enforcement is sought maintains
               assets. Except as required by applicable law, all arbitration and
               related proceedings and any evidence submitted therein (and
               particularly, but without limitation, any trade secrets,
               intellectual property and other information in which either of
               the parties has an expectation of privacy) shall be kept
               confidential. This Agreement and all matters related hereto shall
               be governed by the internal laws of the State of Texas without
               reference to conflicts of laws principles or principles of
               comity. The Texas Rules of Evidence shall apply.
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     3.   Cynet Holdings, LLC, for valuable consideration the receipt and
          sufficiency of which is hereby acknowledged, hereby agrees to secure
          Hubert Wen to receive his certificate for 1,600,000 shares of the
          common stock Class A, no par value, of Cynet, Inc., by delivering to
          him to hold as security certificate 994, for 1,600,000 shares of
          Cynet, Inc., to be returned upon receipt by Hubert Wen of a
          certificate for like kind and number of shares. If the certificate is
          not received by him within 15 days, he will have the rights of a
          secured party under the Uniform Commercial Code and have the right to
          foreclose on said certificate 994 in the manner provided by law, at
          public or private sale.

     4.   Cynet, Inc. has engaged Level Jump Financial Group, Inc. as a
          consultant to advise it regarding documentation of the financial
          transaction with Hubert Wen, and shall issue to it a warrant for
          800,000 shares of the Class A common shares of Cynet, Inc., at $0.30
          per share.

     5.   Each of the undersigned parties represent that he has the authority to
          sign and bind their respective principals.

          Signed at Houston, Texas this March 30, 2001.

Hubert Wen                                 Cynet, Inc.


/s/ Hubert Wen                              By:   /s/ Vincent W. Beale, Sr.
-------------------------                      ----------------------------
Hubert Wen, Individually                       Chief Executive Officer

Level Jump Financial Group, Inc.


By:   /s/ Marc Nathan
   ----------------------
President