FINANCIAL INTRANET INC/NY
8-K, 2000-04-11
COMMUNICATIONS SERVICES, NEC
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                                        SECURITIES AND EXCHANGE COMMISSION
                                               WASHINGTON, DC 20549



                                                     FORM 8-K

                                                  CURRENT REPORT
                                      PURSUANT TO SECTION 13 OR 15(d) OF THE
                                            SECURITIES AND EXCHANGE ACT


             Date of report (Date of earliest event reported):March 27, 2000
                                                               --------------


                                             FINANCIAL INTRANET, INC.
                                             ------------------------
                             (Exact Name of Registrant as Specified in Charter)


Nevada                                7375                       88-0357272
- ------------------------          -------------                --------------
State or Other Jurisdiction       (Commission                  (IRS Employer
  of Incorporation)               File Number)              Identification No.)

   116 Radio Circle, Mt. Kisco, New York                            10549
- ----------------------------------------------------------------------------
          (Address of Principal Executive Offices)                 (Zip Code)


      Registrant's telephone number, including area code:   (914) 242-4848
                                                           -----------------

















<PAGE>




Item 4.  Acquisition or Disposition of Assets.

         On March 23, 2000,  pursuant to an Asset Purchase Agreement between the
Company and LongYin Network Technology Co., Ltd. d/b/a Cyber Information Systems
Co., Ltd. ("Seller"),  the Company purchased assets of Seller, including (i) the
domain names and registration  thereof,  the goodwill of the business  connected
with and symbolized by such domain names, and any  intellectual  property rights
relating thereto;  (ii) all information and intellectual  property related to or
available  through the domain names and/or resident on the host servers operated
by or on behalf of Long Yin Network  Technology  Co.,  Ltd;  and (iii) an e-mail
magazine and all information and intellectual  property related to, contained in
or accessible through the e-mail magazine.

         The purchase price of the assets was as follows:

(i)  675,000  shares  of common  stock,  par value  $.001 per  share;  (ii) cash
totaling $200,000;  (iii) in the event that not less than nine existing Internet
content  providers of Seller enter into written  agreements  with the Company to
provide content and other services on or before June 30, 2000, 175,000 shares of
common stock, par value $.001 per share; and (iv) in the event that the People's
Republic of China and its political  subdivisions  (collectively  "PRC") approve
the  Company's  organization  and  ownership of a foreign  owned utility for the
purpose  of the  Company's  ownership,  operation,  use and  maintenance  of the
acquired assets and the Company's  receipt of all consents,  approvals,  orders,
authorizations,  registrations or qualifications from the PRC necessary for such
foreign owned enterprise to own, operate,  maintain and uses a server located in
the PRC and  download  and  upload  electron  files,  materials  and other  data
therefrom or thereto on or before September 30, 2000, cash totaling $200,000 and
500,000 shares of common stock, par value $.001 per share.

         The cash  portion of the purchase  price was obtained  from the sale of
common stock pursuant to a registration  statement declared effective in October
1999.

     LongYin Network  Technology Co., Ltd. d/b/a Cyber Information  Systems Co.,
Ltd. is considered a Chinese Internet content provider.


Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

     (2) Asset  Purchase  Agreement by and among  Financial  Intranet,  Inc. and
LongYin Network Technology Co., Ltd. d/b/a Cyber Information Systems Co., Ltd.





<PAGE>



                                                    SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.


April 11,  2000                                FINANCIAL INTRANET, INC.

                                               By: /s/ Corey Rinker
                                                   Corey Rinker, Vice President



                                             ASSET PURCHASE AGREEMENT

     This Asset  Purchase  Agreement  is made this 27th day of March,  2000 (the
"Agreement"),  by and between  Financial  Intranet,  Inc., a Nevada  corporation
("Purchaser"),  and LongYin Network  Technology  Co., Ltd., a limited  liability
company  organized  under the laws of the  Province of  Guangdong,  the People's
Republic of China and doing  business  as Cyber  Information  System  Co.,  Ltd.
("Seller").

                                                     RECITALS

         Seller hereby agrees to sell, transfer and assign, and Purchaser hereby
agrees to purchase  from the Seller,  the  Acquired  Assets (as defined  below),
subject to the terms and conditions of this Agreement.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency is hereby acknowledged, the parties agree as follows:

     1. Certain Definitions.

         a. As used in this  Agreement,  "Domain  Names"  collectively  mean the
top-level internet domain names "www.hotage.com" and "www.hotage.net", including
all   lower-level   internet  domain  names  for  which   "www.hotage.com"   and
"www.hotage.net" are a root or parent, whether in the form of an address for use
in  electronic  mail  transfer,  a universal  resource  locator (or URL), a file
transfer  protocol (or FTP) location or other form suitable for  specifying  the
location of an electronic data file over a distributed computer network.

         b. As  used in this  Agreement,  "E-mail  Magazine"  means  any and all
magazines owned by Seller and distributed via internet  electronic mail to users
and designated as "E-age e- mail magazine," the various  "channels"  thereto and
the  related  proprietary  databases  regarding  subscribers  and  users of such
internet electronic distributed magazines.

         c. As used in this  Agreement,  "Acquired  Assets" means (1) the Domain
Names and the registrations thereof,  together with the goodwill of the business
connected  with  and  symbolized  by such  Domain  Names,  and any  intellectual
property rights relating thereto, to the extent any such trademark, service mark
or  intellectual  property rights exist;  (2) all  information and  Intellectual
Property (as defined  below)  related to or  available  through the Domain Names
and/or  resident on the host  servers  operated by or on behalf of Seller  which
provide  access  to such  Domain  Names;  and (3) the  E-mail  Magazine  and all
information and  Intellectual  Property  related to,  contained in or accessible
through the E-mail Magazine.

     d. As used in this  Agreement,  "Intellectual  Property"  means  all of the
following  materials  and  information  (whether  or not  reduced  to writing or
patentable or protectible by


<PAGE>



copyright)  that  Seller  has  developed,  conceived,  in whole  or in part,  in
connection with the Domain Names,  the internet web sites operated on the Domain
Names or the E-mail Magazine:

                  (1)  Discoveries,   concepts,  and  ideas  including,  without
limitation,  the nature and  results of  research  and  development  activities,
processes, formulas, inventions,  techniques,  "know-how," designs, drawings and
specifications  relating to the Domain Names, the internet web sites operated on
the Domain Names or the E-mail Magazine;

                  (2)   Production    processes,    marketing   techniques   and
arrangements,  mailing lists, purchasing information,  pricing policies, quoting
procedures, financial information, customer and prospect names and requirements,
employee,  customer,  supplier  and  distributor  data and  other  materials  or
information  relating to the Domain Name, the internet web sites operated on the
Domain Name or the E-mail Magazine,  including, but not limited to affiliations,
links, rights to content, and the portable internet user traffic;

                  (3)    Applications,    operating    systems,    data   bases,
communications and other computer  software,  now existing and developed for use
on any operating system,  and all  modifications,  enhancements and versions and
all options available with respect thereto,  including, but not limited to, Java
code, HTML (Hyper-Text  Markup  Language) code and ASP (Microsoft  Active Server
Pages) code;

                  (4) Source and object codes,  flowcharts,  algorithms,  coding
sheets,  routines,  sub-routines,  compilers,  assemblers,  design  concepts and
related documentation and manuals;

                  (5) Any other materials or information related to the business
or activities  of Seller that are related to the Domain Names,  the internet web
sites  operated  on the Domain  Names or the E-mail  Magazine  and which are not
generally known to others engaged in similar businesses or activities; and

                  (6) Patents,  trademarks,  and service marks and registrations
thereon,  any applications  therefor and the goodwill  associated  therewith and
with the business of the Domain  Names,  the internet web sites  operated on the
Domain Names or the E-mail Magazine,  copyrights, trade secrets, all inventions,
whether or not patentable, and any product, drawing, design, recording, computer
software program,  licenses,  writing,  literary work or other author's work, in
any  other  tangible  form  developed  in whole or in part by or for  Seller  in
connection with the Domain Names,  the internet web sites operated on the Domain
Names or the E-mail Magazine.

2.       Acquired Assets

     b.  Assignment of Domain Names and E-mail  Magazine.  For good and valuable
consideration,  payable at Closing as provided for in Paragraph 4, Seller agrees
to transfer and assign to Purchaser at the Closing all of the Acquired

                                                       2

<PAGE>



     Assets. The transfer and the assignment shall take effect at the Closing as
set forth herein upon delivery of the consideration provided for in Section 3.

         b. Cooperation in Transferring Domain Names. Seller agrees to cooperate
with Purchaser and to follow  Purchaser's  reasonable  instructions  in order to
effectuate  the transfer of the Domain Name  registrations  in a timely  manner.
Seller  covenants to fully cooperate with and assist Purchaser in the submission
of any documentation  required by an Internet Corporation for Assigned Names and
Numbers  accredited  registrar  (an  "Accredited  Registrar")  selected  by  the
Purchaser.  Seller  acknowledges that the Accredited  Registrar  selected by the
Purchaser  is Network  Solutions,  Inc.  ("NSI")  and,  subject to change of the
selected Accredited Registrar by Purchaser,  Seller shall execute and deliver to
Purchaser at Closing the Internet  Domain Name  Assignment and NSI's  Registrant
Name Change Agreement  Version 3 as set forth in Exhibit "A", a copy of which is
attached hereto and incorporated herein by reference.

     c. Assignment of  Intellectual  Property  Rights.  Seller shall execute and
deliver to  Purchaser  at Closing an  Assignment  as set forth in Exhibit "B", a
copy of which is attached hereto and incorporated herein by reference.

     d. Warranties. Seller warrants and represents that:

     (v) Seller is the sole legal and  beneficia  owner of the Acquired  Assets,
and owns all such  properties and assets free and clear of any liens,  claims or
encumbrances.

     (vi)  Seller  properly  registered  the  Domain  Names  with an  Accredited
Registrar (or any other entity responsible for maintaining  records of ownership
of internet domain names) without committing fraud or misrepresentation.

     (vii)  Seller is a limited  liability  company duly  organized  and validly
existing,  is in good  standing  under the laws of the Province of Guangdong and
the  People's  Republic of China and has all  requisite  power and  authority to
carry on its business as now conducted and proposed to be conducted.

     (viii)All corporate action on the part of Seller, its officers,  directors,
shareholders and/or members necessary for the authorization, execution, delivery
and  performance  of all  obligations of Seller under this Agreement and for the
sale,  transfer and  delivery of the Acquired  Assets has been or shall be taken
prior to the Closing;  and this  Agreement,  when executed and delivered,  shall
constitute a valid and legally binding obligation of Seller.

     (ix) Seller's use of the Acquired  Assets ha not infringed on the rights of
any third  party,  including,  without  limitation,  any  Intellectual  Property
rights.


                                                       3

<PAGE>



     (x)  There  are  no  software   licenses  or   contracts,   agreements   or
understandings with third parties that restrict the use or diminish the value of
the Acquired Assets.

     (xi) Purchaser's ownership,  operation, use and maintenance of the Acquired
Assets will not violate any law, rule or regulation of the People's  Republic of
China (the  "PRC") or result in the denial of access to the  Acquired  Assets by
the PRC to its citizens,  provided that Purchaser  operates,  uses and maintains
the Acquired Assets in substantially  the same manner as did Seller  immediately
prior to Closing.

     (xii) No  consents,  approvals,  orders,  authorizations  or  registration,
qualification,  designation  and  declaration  or filing  with any  governmental
authority  on the part of  Seller  are  required  in  connection  with the sale,
transfer  and  delivery  of the  Acquired  Assets  to  Purchaser  or  the  other
transactions contemplated in this Agreement.

     (xiii)Immediately prior to Closing Seller ha not less than 800,000 distinct
and separate users who access and view through the Internet the Domain Names and
the E-mail Magazine.

     (x) Neither Seller nor any officer,  employee,  agent or  representative of
Seller,  respectively,  nor any  person  acting on their  behalf,  has  offered,
promised,  authorized  or made  any  payment  or gift of  anything  of  value in
violation  of law to any  official,  political  party or  official  thereof,  or
candidate  for  political  office  for the  purpose  of  influencing  any act or
decision  in an  official  capacity,  or of  inducing  any  act or  omission  in
violation  of a lawful  duty,  or any use of influence  with any  government  or
instrumentality  thereof,  in order to assist in obtaining or retaining business
for or with,  or  directing  business  to,  any person  with  respect to Seller.
Seller,  will  not,  directly  or  indirectly,  use all or  part of any  payment
received  by it  pursuant to this  Agreement  (including  but not limited to any
payment made at the Closing) for any such purpose.

         e.  Complete  Transfer.  Seller  expressly  agrees that the sale of the
Acquired Assets as provided in this Agreement constitutes a complete transfer of
all of its right,  title and interest  with  respect to the Acquired  Assets and
that Seller  reserves no rights to market,  transfer or otherwise  deal with the
Acquired  Assets.  Purchaser  shall  have no  obligation  to Seller to  support,
maintain,  offer or do any other act  relating to the Acquired  Assets,  and may
dispose of the Acquired Assets as Purchaser, in its sole discretion, decides.

     f. Liabilities Not Assumed. The parties understand and agree that Purchaser
does not  assume,  and shall  not be  liable  for,  any of the  obligations  and
liabilities  of  Seller  of any kind or  nature,  and  Seller  shall  be  solely
obligated to discharge all such liabilities and obligations.

                                                       4

<PAGE>



3.       Purchase Price.

         Purchaser agrees to pay Seller as follows:

         a. At Closing,  Four Hundred  Thousand Dollars  ($400,000.00).  Of such
amount,  Two  Hundred  Thousand  Dollars  ($200,000.00)  shall  be  paid by wire
transfer in immediately  available funds to an account  designated by Seller and
Two Hundred Thousand Dollars ($200,000.00) shall be deposited in a trust account
and  disbursed as provided in the Trust  Agreement  attached as Exhibit "C" (the
"Trust Agreement").

     b. At Closing,  Purchaser  shall  issue One  Million  One Hundred  Thousand
(1,100,000)  shares of its  common  stock,  $0.001  par  value  per  share  (the
"Shares"),  to Seller,  as  consideration  hereunder,  which shall be covered by
Purchaser's Registration Statement on Form SB-2, Registration No. 333-72975, and
declared effective by the Securities and Exchange  Commission on October 8, 1999
(the "Registration Statement").  Of such amount, a certificate representing Five
Hundred Thousand  (500,000) Shares shall be delivered to Seller at Closing and a
certificate   representing  Six  Hundred  Thousand  (600,000)  Shares  shall  be
deposited in a trust account and released as provided in the Trust Agreement.

     c. At Closing,  Purchaser  shall also issue an additional Two Hundred Fifty
Thousand  (250,000)  Shares,  which  shall not be  covered  by the  Registration
Statement. A certificate  representing such Shares shall be deposited in a trust
account and released as provided in the Trust Agreement.  In connection with the
issuance  of such  Shares,  Seller  represents  and  warrants  that (i) it is an
"accredited  investor" (within the meaning of Regulation D of the Securities Act
of 1933,  as amended  (the  "Act"));  (ii) it is aware that such  Shares will be
"restricted  securities"  subject  to  transfer  restriction,  and  will  not be
registered  under the Securities Act of 1933, as amended;  (iii) such Shares are
being  acquired  solely  for its own  account  for  investment  and is not being
purchased  for resale,  fractionalization  or  distribution;  and (iv) it has no
contract,  undertaking,  agreement  or  arrangement  with  any  person  to sell,
transfer or pledge such  Shares,  or any part thereof and it has no present plan
to enter into any such contract, undertaking, agreement or arrangement.

     d. With  respect  to the Shares to be issued as  provided  in Section 3 c.,
Seller agrees not to dispose of such Shares or any interest therein,  unless and
until such Shares have been validly  registered under the Act and all applicable
state  securities  laws or transfers are permitted under Rule 144 of the Act, or
Purchaser has been furnished an opinion of counsel  reasonably  satisfactory  to
Purchaser that the intended  disposition does not violate the Act, the rules and
regulations  of  the  Securities  and  Exchange  Commission  thereunder  or  any
applicable  state securities  laws. The  certificates  representing  such Shares
shall bear a legend to the foregoing effect.

4.       Closing.

                                                       5

<PAGE>




                           a. The Closing  shall take place at a date,  time and
                  location  agreed to by the  parties,  but not  later  than the
                  close of business on March 24, 2000.  In the event the Closing
                  does  not  occur  by such  date,  then  this  Agreement  shall
                  terminate  and the rights and  obligations  of the  parties to
                  this  Agreement  shall  be of no  further  force  and  effect;
                  provided,  however,  that no party hereunder shall be relieved
                  of any  breach  of  this  Agreement  occurring  prior  to such
                  termination date. At Closing,  each party shall deliver to the
                  other  such  payments,  documents,   certificates,   consents,
                  approvals  and waivers that shall be  reasonably  necessary to
                  consummate  the  obligations  of the  parties  hereunder.  The
                  representations  and warranties of Seller set forth in Section
                  2 d. shall survive the Closing for a period of five years.

         b. At Closing,  Seller shall  deliver to Purchaser at such  location as
Purchaser may reasonably request a copy of those portions of the Acquired Assets
consisting of source code,  programmers' notes, test scripts,  build scripts and
any  and all  other  documentation  and  information  necessary  and  useful  to
understanding  and using the source code for the Acquired Assets  downloaded and
transferred to a CD-ROM.

5.       Expenses.

         Except as specified in Section 11, each party to this  Agreement  shall
bear all of his or its expenses incurred in the performance  hereof,  regardless
of whether the  transactions  contemplated  herein are  consummated.  No broker,
finder or investment banker is entitled to any brokerage,  finder's or other fee
or  commission  in  connection  with  the  transactions   contemplated  by  this
Agreement.  If a party,  however, has retained the services of such person, such
party shall be solely responsible for any fee or commission.

6.       Cooperation.

         The parties  agree that after  Closing  they shall  provide  reasonable
cooperation with respect to the matters that are subject to this Agreement.

7.       Confidentiality and Public Relations.

                           b.  No  party,  without  the  consent  of  the  other
                  parties, shall disclose the provisions contained herein to any
                  third  parties  (other  than as may be  required  by  law,  in
                  connection  with legal or  administrative  proceedings,  or to
                  attorneys, accountants, and consultants they may have retained
                  to represent them in connection herewith),  and this provision
                  shall   survive   the   Closing.   There  will  be  no  public
                  announcement of this Agreement except as provided below.

     c.  Subsequent  public  relations and  advertising  related to the Acquired
Assets  shall be strictly  under the control and  approval of  Purchaser,  as to
timing

                                                       6

<PAGE>



                  and  content,  including  any  announcements  related  to this
                  transaction, which is otherwise to be strictly confidential.

8.       Miscellaneous.

     a. Choice of Law. This Agreement  shall be construed in accordance with the
laws of the State of New York.

                           b.  Venue.  The  parties  agree  that all  actions or
                  proceedings arising in connection with this Agreement shall be
                  tried and litigated  exclusively  in the federal (if permitted
                  by law and a party elects to file an action in federal  court)
                  courts  located in the County of  Westchester.  This choice of
                  venue is  intended  by the  parties  to be  mandatory  and not
                  permissive  in nature,  and to  preclude  the  possibility  of
                  litigation between the parties with respect to, or arising out
                  of,  this  Agreement  in  any  jurisdiction  other  than  that
                  specified in this Section.  Each party waives any right it may
                  have to assert the doctrine of forum non-conveniens or similar
                  doctrine or to object to venue with respect to any  proceeding
                  brought in accordance with this Section.

                           c. Indemnity.  Each party will indemnify,  defend and
                  hold  harmless the other party hereto from and against  losses
                  incurred  through  claims of third  persons  or  arising  from
                  breach by any party  hereto of such  party's  representations,
                  warranties or covenants,  contained in this Agreement.  Seller
                  authorizes  Purchaser to set-off and deduct from any Shares to
                  be issued as  provided  in  Sections 3 b. and c. the amount of
                  any claim,  loss or damage  incurred by Purchaser or Purchaser
                  by reason of the  breach of any  representation,  warranty  or
                  covenant  made by Seller.  The number of Shares to be set-off,
                  if any,  shall be equal to the  amount of the  claim,  loss or
                  damage incurred divided by the closing price of a Share on the
                  last trading day preceding any such, loss or damage.

     d. Agreement Drafted By Both Parties. This Agreement is the result of arm's
length  negotiations  between the parties  and shall be  construed  to have been
drafted by both parties such that any ambiguities in this Agreement shall not be
construed against either party.

     e.  Section  Headings.  The  section  headings  contained  herein  are  for
convenience  in  reference  and are not intended to define or limit the scope of
any provision of this Agreement.

     f.   Counterparts.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  each of which  shall  be  deemed  an  original,  and will  become
effective and binding upon the parties as of the execution  date at such time as
all the signatories hereto have signed a counterpart of this Agreement.


                                                       7

<PAGE>



     g. Notices. Any notices required or permitted under this Agreement shall be
given in writing and shall be deemed effectively given upon delivery (whether by
mail, fax, personal delivery, courier or delivery service or otherwise),  unless
delivery  occurs after normal  business hours or on a day that is not a business
day,  which shall result in delivery on the next business day, to a party at its
address  shown below or at such other address as such party may designate by ten
days advance written notice to the other party:

                 To: Purchaser

                  Financial Intranet, Inc.
                  116 Radio Circle
                  Mt. Kisco, New York  10549
                  Attn:  Chief Financial Officer

                  and

                  To: Seller

                  LongYin Network Technology Co. Ltd.
                     No. 15 Ronggui Lane, North Dezheng Road
                                Guangzhou, 510055
                                      China
                                Attn: Yunneng He

     h.  Severability.  If  any  provision  of  this  Agreement  shall  be or be
determined  to be  unenforceable,  void  or  otherwise  contrary  to  law,  such
condition  shall in no manner  operate  to render  any other  provision  of this
Agreement  unenforceable,  void or contrary  to law,  and this  Agreement  shall
continue to be operative and  enforceable in accordance with the remaining terms
and provisions hereof.

     i. Exhibits.  Exhibit A, Exhibit B and Exhibit C attached to this Agreement
are incorporated herein and made a part hereof for all purposes,  and references
herein thereto shall be deemed to include this reference and incorporation.

     9. Entire Agreement.  This Agreement  contains the entire agreement between
the  parties  with  respect  to the  subject  matter of this  Agreement,  and it
supersedes  all other prior and  contemporary  agreements,  understandings,  and
commitments  between the  parties  with  respect to the  subject  matter of this
Agreement

     10. Successors and Assigns. This Agreement is binding on and shall inure to
the  benefit  of the  respective  successors  and/or  assigns  of  the  parties;
provided,  however,  the rights and  obligations  of Seller may not be assigned,
transferred or convey without the prior written consent of

                                                       8

<PAGE>



     Purchaser.  Purchaser  may assign and transfer  its rights and  obligations
under this Agreement to a wholly owned subsidiary of Purchaser.

     11.  Attorney's Fees. In the event either party files suit t enforce any of
the terms  hereof,  the  prevailing  party  shall be entitled to an award of all
reasonable attorney's fees and court costs.

     12.  Additional  Agreements.  After  the  Closing,  Purchaser  contemplates
organizing under the laws of the PRC a wholly owned  subsidiary,  which may own,
manage and operate the Acquired  Assets.  Seller covenants and agrees to use its
best efforts to assist Purchaser in organizing such subsidiary and obtaining all
licenses, permits, approvals and registrations as may be necessary or convenient
for conducting internet content provider and related services in the PRC.

     13.  U.S.  Dollars.  All  amounts of money  specified  or referred to in or
contemplated by this Agreement shall mean United States Dollars.

14.      Signatures.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.


                                            [Signatures on next page]

                                                       9

<PAGE>




                                   FINANCIAL INTRANET, INC.

                                   By: /s/Michael Sheppard
                                       Name: Michael Sheppard
                                   Title: President and Chief Operating Officer




                                   LONGYIN NETWORK TECHNOLOGY CO., LTD.

                                   By: /s/Yunneng He
                                       Name: Yunneng He
                                       Title: President



                                                       10

<PAGE>




                                                     EXHIBIT A


                                          INTERNET DOMAIN NAME ASSIGNMENT

     THIS INTERNET DOMAIN NAME ASSIGNMENT (this "Assignment"), dated as of March
27, 2000, is by and between  LongYin  Network  Technology  Co.,  Ltd., a limited
liability  company  organized  under the laws of the Province of Guangdong,  the
People's Republic of China and doing business as Cyber  Information  System Co.,
Ltd.   ("Seller"),   and  Financial   Intranet,   Inc.,  a  Nevada   corporation
("Purchaser").

Recitals

     WHEREAS,  Seller is the sole owner of all right,  title and interest in and
to the Domain Names, as defined below; and

         WHEREAS,  the Purchaser desires to acquire all of Seller's right, title
and interest in and to the Domain Names,  and Seller is willing to sell the same
to the Purchaser;

                                                     Agreement

         THEREFORE,  in consideration of the payment and other obligations,  the
parties hereto agree as follows:

         1.       DEFINITION OF DOMAIN NAMES.

         As used in this  Assignment,  "Domain  Names" shall mean the  top-level
internet  domain name  "hotage.com"  including all  lower-level  internet domain
names for which  "hotage.com"  is a root or  parent,  whether  in the form of an
address for use in electronic mail transfer,  a Universal  Resource  Locator (or
URL), a file  transfer  protocol (or FTP)  location,  or other form suitable for
specifying the location of an electronic  data file over a distributed  computer
network.

         2.       DOMAIN NAME ASSIGNMENT.

         Seller hereby,  assigns,  sells,  quitclaims and transfers to Purchaser
all rights of license, assignment,  ownership, title or other interest in and to
the Domain  Names.  Seller  covenants  to  promptly  take  whatever  actions are
reasonably  necessary,  including,  but not  limited  to,  executing  additional
assignments  as  requested  by  Seller,   to  assist   Purchaser  in  perfecting
Purchaser's  rights to the Domain Names. In particular,  Seller hereby covenants
to fully  cooperate  with and assist Seller in the  submission of any electronic
mail messages required by Network  Solutions,  Inc. ("NSI") (or any other entity
responsible  for  maintaining  records of ownership of Internet domain names) to
transfer  the  assignment  of the Domain  Names  from  Seller to  Purchaser,  in
accordance with NSI's (or such other entity's) procedures and policies.

                                                       11

<PAGE>




                       3.      RIGHT TO ASSIGN.

         Seller  represents  and warrants to  Purchaser  that Seller is the sole
owner of all right,  title and  interest  in and to the Domain  Names,  free and
clear of any liens, material restrictions or adverse claims, and that Seller has
neither transferred nor caused to be transferred any right, title or interest in
any of the Domain Names to any person not a party to this Assignment.

         4.       GOVERNING LAW.

         This  Assignment  shall be governed by and construed in accordance with
the  laws  of the  State  of  Texas  without  giving  effect  to  choice  of law
principles.

         5.       INTEGRATION CLAUSE.

         This Assignment  constitutes the entire  agreement  between the parties
with respect to the  assignment of the Domain Names and supersede all prior oral
and written, and all contemporaneous oral, agreements and understandings.

         6.       NO WAIVER.

         Without  waiving the applicable  statutes of  limitations,  the parties
understand  and agree that no forbearance by any party to enforce any provisions
hereof  or any  rights  existing  hereunder  shall  constitute  a waiver of such
provisions  or rights,  or be deemed to affect an amendment or  modification  of
this Assignment.

                       7.      MODIFICATION.

         This  Assignment  shall not be  amended or  modified  except in writing
signed by both parties hereto.

         8.       PROOF OF ASSIGNMENT.

         This  Assignment may be executed in one or more  counterparts,  each of
which shall be deemed an original, and it shall not be necessary in making proof
of this Assignment to produce or account for more than one such counterpart.



                             [Remainder of the Page Intentionally Left Blank]



                                                       12

<PAGE>




                                     SELLER:

                                           LONGYIN NETWORK TECHNOLOGY CO., LTD.


                                           By: /s/Yunneng He
                                 Its: President



                                   PURCHASER:

                                   FINANCIAL INTRANET, INC.


                                   By: /s/Michael Sheppard
                                     Its: President and Chief Operating Officer



                                                       13

<PAGE>



                                                     EXHIBIT A

                                          INTERNET DOMAIN NAME ASSIGNMENT

     THIS INTERNET DOMAIN NAME ASSIGNMENT (this "Assignment"), dated as of March
27, 2000, is by and between  LongYin  Network  Technology  Co.,  Ltd., a limited
liability  company  organized  under the laws of the Province of Guangdong,  the
People's Republic of China and doing business as Cyber  Information  System Co.,
Ltd.   ("Seller"),   and  Financial   Intranet,   Inc.,  a  Nevada   corporation
("Purchaser").

Recitals

     WHEREAS,  Seller is the sole owner of all right,  title and interest in and
to the Domain Names, as defined below; and

         WHEREAS,  the Purchaser desires to acquire all of Seller's right, title
and interest in and to the Domain Names,  and Seller is willing to sell the same
to the Purchaser;

                                                     Agreement

         THEREFORE,  in consideration of the payment and other obligations,  the
parties hereto agree as follows:

         1.       DEFINITION OF DOMAIN NAMES.

         As used in this  Assignment,  "Domain  Names" shall mean the  top-level
internet  domain name  "hotage.net"  including all  lower-level  internet domain
names for which  "hotage.net"  is a root or  parent,  whether  in the form of an
address for use in electronic mail transfer,  a Universal  Resource  Locator (or
URL), a file  transfer  protocol (or FTP)  location,  or other form suitable for
specifying the location of an electronic  data file over a distributed  computer
network.

         2.       DOMAIN NAME ASSIGNMENT.

         Seller hereby,  assigns,  sells,  quitclaims and transfers to Purchaser
all rights of license, assignment,  ownership, title or other interest in and to
the Domain  Names.  Seller  covenants  to  promptly  take  whatever  actions are
reasonably  necessary,  including,  but not  limited  to,  executing  additional
assignments  as  requested  by  Seller,   to  assist   Purchaser  in  perfecting
Purchaser's  rights to the Domain Names. In particular,  Seller hereby covenants
to fully  cooperate  with and assist Seller in the  submission of any electronic
mail messages required by Network  Solutions,  Inc. ("NSI") (or any other entity
responsible  for  maintaining  records of ownership of Internet domain names) to
transfer  the  assignment  of the Domain  Names  from  Seller to  Purchaser,  in
accordance with NSI's (or such other entity's) procedures and policies.


                                                       14

<PAGE>



                       3.      RIGHT TO ASSIGN.

         Seller  represents  and warrants to  Purchaser  that Seller is the sole
owner of all right,  title and  interest  in and to the Domain  Names,  free and
clear of any liens, material restrictions or adverse claims, and that Seller has
neither transferred nor caused to be transferred any right, title or interest in
any of the Domain Names to any person not a party to this Assignment.

         4.       GOVERNING LAW.

         This  Assignment  shall be governed by and construed in accordance with
the  laws  of the  State  of  Texas  without  giving  effect  to  choice  of law
principles.

         5.       INTEGRATION CLAUSE.

         This Assignment  constitutes the entire  agreement  between the parties
with respect to the  assignment of the Domain Names and supersede all prior oral
and written, and all contemporaneous oral, agreements and understandings.

         6.       NO WAIVER.

         Without  waiving the applicable  statutes of  limitations,  the parties
understand  and agree that no forbearance by any party to enforce any provisions
hereof  or any  rights  existing  hereunder  shall  constitute  a waiver of such
provisions  or rights,  or be deemed to affect an amendment or  modification  of
this Assignment.

                       7.      MODIFICATION.

         This  Assignment  shall not be  amended or  modified  except in writing
signed by both parties hereto.

         8.       PROOF OF ASSIGNMENT.

         This  Assignment may be executed in one or more  counterparts,  each of
which shall be deemed an original, and it shall not be necessary in making proof
of this Assignment to produce or account for more than one such counterpart.



                              [Remainder of the Page Intentionally Left Blank]



                                                       15

<PAGE>




                                     SELLER:

                                            LONGYIN NETWORK TECHNOLOGY CO., LTD.


                                           By: /s/Yunneng He
                                 Its: President



                                   PURCHASER:

                                            FINANCIAL INTRANET, INC.


                                          By: /s/Michael Sheppard
                                     Its: President and Chief Operating Officer






                                                       16

<PAGE>




                                                     EXHIBIT B



                                    ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

     THIS  ASSIGNMENT  is  dated as of March  27,  2000 and made by and  between
LongYin Network  Technology  Co., Ltd., a limited  liability  company  organized
under the laws of the Province of Guangdong,  the People's Republic of China and
doing business as Cyber Information System Co., Ltd., whose office is located at
No. 15, Ronggui Lane, North Dezheng Road, Guangzhou,  Guangdong 510055, People's
Republic of China (the  "Assignor"),  and  Financial  Intranet,  Inc.,  a Nevada
corporation,  whose office is located at 116 Radio Circle,  Mt. Kisco,  New York
10549 (the "Assignee").

WHEREAS:

         A.  Pursuant  to an Asset  Purchase  Agreement  dated  March 23,  2000,
between the Assignor  and the Assignee  (the "Asset  Purchase  Agreement"),  the
Assignor  has agreed to enter into an  assignment  to assign to the Assignee all
right, title and interest in and to the Acquired Assets (as defined in the Asset
Purchase Agreement);

         B.  Accordingly,  the  parties  hereto  have  agreed to enter into this
Assignment to assign to the Assignee all of Assignor's right,  title interest in
and to the Acquired Assets (as defined in the Asset Purchase Agreement).

NOW IT IS HEREBY AGREED as follows:

         1. For good and  valuable  consideration,  the receipt and  adequacy of
which is hereby  acknowledged,  the  Assignor  HEREBY  ASSIGNS  with full  title
guarantee  to the Assignee  absolutely  free from all liens,  charges,  security
interests and/or  encumbrances  whatsoever all its right,  title and interest in
and to  the  Acquired  Assets  (as  defined  in the  Asset  Purchase  Agreement)
including all statutory and common law rights attaching thereto and the right to
sue for past  infringements  and to retain any  damages  obtained as a result of
such action, to hold unto the Assignee absolutely.

         2. The Assignor,  its  successors  and assigns  covenants and agrees to
cooperate  with  Assignee so that  Assignee may enjoy to the fullest  extent the
benefit of this Agreement. Such cooperation shall include but not limited to:

     (a) Prompt  execution of all papers that are deemed  necessary or desirable
by Assignee to perfect the right, title and interest herein conveyed, and

     (b) Prompt execution of all petitions, oaths, specifications,  declarations
or

                                                       17

<PAGE>



other papers that are deemed  necessary or desirable by Assignee for prosecuting
patent   applications,   for  filing  and  prosecuting   substitute,   division,
continuing,  or additional  applications  in the United  States  and/or  foreign
countries,   for  filing  and   prosecuting   applications   for  reissuance  or
reexamination of letters patent, and for interference  proceedings involving and
covering any of the Acquired Asset, and

                  (c)  Prompt  assistance  and  cooperation,  including  but not
limited to execution of documents and  testifying,  in the  prosecution of legal
proceedings involving any of the Acquired Assets, including, but not limited to,
patent  prosecution,   interference  proceedings,  infringement  court  actions,
opposition  proceedings,  cancellation  proceedings,  priority contests,  unfair
competition court actions,  trade secret court actions,  public use proceedings,
slander,  license breach and royalty collection  proceedings and any other legal
proceedings.

     3. The Assignor represents and warrants that Assignor has the right to make
the assignment set forth herein.

         4. This  Assignment  shall be  binding on the  Assignor  and its heirs,
administrators,  executors, successors, trustees, devisees and assigns and shall
inure to Assignee, its successors, trustees, devisees and assigns.

         EXECUTED as of the date first above written.


                                          LONGYIN NETWORK TECHNOLOGY
                                            CO., LTD.

                                           By:  /s/Yunneng He
                                           Name: Yunneng He
                                           Title: President


                                          FINANCIAL INTRANET, INC.

                                          By:  /s/Michael Sheppard
                                          Name: Michael Sheppard
                                   Title: President and Chief Operating Officer





                                                       18

<PAGE>



                                                     EXHIBIT C

                                                  TRUST AGREEMENT

     8. This Trust Agreement (the "Agreement") is entered into a of the 27th day
of March,  2000 by and among  Financial  Intranet,  Inc.,  a Nevada  corporation
("Purchaser"), LongYin Network Technology Co., Ltd., a limited liability company
("Seller"),  and Cogswell  Nakazawa & Chang  ("Trustee").  This Agreement is the
Trust  Agreement  provided  for in  Section  3 of that  certain  Asset  Purchase
Agreement  ("Asset  Purchase  Agreement")  of even date  herewith by and between
Seller and Purchaser.

     9.  Purchaser  has  delivered  to  Trustee  certificates   representing  an
aggregate  850,000  shares of the  common  capital  stock,  $0.001 par value per
share,  of Purchaser (the "Escrowed  Shares")  issued in the name of Seller,  of
which  250,000  shares  are  restricted  securities.  Purchaser  has  also  paid
US$200,000.00  (the "Escrowed  Cash") to Trustee.  (The Escrowed  Shares and the
Escrowed Cash are referred to collectively as the "Escrowed  Property".) Trustee
acknowledges  receipt of the  Escrowed  Property and agrees to hold the Escrowed
Property on the terms and subject to the conditions of this Agreement.

     10.   Trustee  shall  invest  the  Escrowed  Cash  in  accordance  with the
requirements of the State Bar of California.

     11.  Trustee shall hold the Escrowed  Property  until Trustee  receives the
appropriate Instruction to Release such property upon the occurrence of an event
specified in Exhibit A, which is subject to  adjustment as provided in Section 8
 .c of the Asset Purchase Agreement.

     12.  If an event  specified  in  Exhibit  A  occurs  before  the  specified
performance  deadline date,  Purchaser shall promptly  deliver an Instruction to
Release to Trustee  confirming such  occurrence and the Escrowed  Property to be
released,  whereupon  Trustee  shall  deliver  such  Escrowed  Property  to  the
President of Seller.

     13. The form of Instruction to Release is attached as Exhibi B.

     14. If appropriate  Instruction(s) to Release are not receive by Trustee by
5:00 P.M., local time, in New York, New York on each of the performance deadline
dates specified on Exhibit A, Purchaser may elect to terminate this Agreement as
to the  Escrowed  Property set forth  opposite  such  specified  date by written
notice to Seller and Trustee. Upon receipt of such notice, Trustee shall pay any
Escrowed  Cash and deliver the Escrowed  Shares set forth  opposite such date to
Purchaser.

     15.  All  parties  understand  and agree that  Trustee is not a  principal,
participant,  or beneficiary of the underlying  transaction  which  necessitates
this Agreement.  The Trustee shall be obligated only for the performance of such
duties as are specifically set forth herein and

                                                       19

<PAGE>



         may rely and shall be protected in acting or refraining  from acting on
         any instrument  believed by it to be genuine and to have been signed or
         presented   by  the   proper   party  or   parties,   their   officers,
         representatives  or agents.  Trustee shall not be liable for any action
         taken  or  omitted  by  it  in  good  faith  and  believed  by it to be
         authorized  hereby, nor for action taken or omitted by it in accordance
         with the  advice  of its  counsel.  Trustee  shall be  responsible  for
         holding, investing and disbursing the Escrowed Property pursuant to the
         Agreement,  but in no event  shall it be liable  for any  exemplary  or
         consequential damages.

     16.  Trustee  shall not be liable for losses on any  investment  made by it
pursuant to and in compliance with Paragraph 3.

     17. If any controversy should arise between the undersigned with respect to
this  Agreement or with  respect to the right to receive the Escrowed  Property,
Trustee  shall have the right to consult  counsel  and/or to institute a bill of
interpleader  in any court of competent  jurisdiction to determine the rights of
the parties.  In the event it is a party to any dispute,  Trustee shall have the
additional right to refer such controversy to binding arbitration.

     18.  Trustee  shall have no liability  under,  or duty to inquir beyond the
terms and  provision  of this  Agreement,  and it is agreed  that its duties are
purely  ministerial  in  nature,  and that  Trustee  shall  incur  no  liability
whatsoever,  except for willful misconduct or gross negligence so long as it has
acted in good faith. Trustee shall not be bound by any modification,  amendment,
termination, cancellation, rescission or suspension of this Agreement unless the
same shall be in writing and signed by Seller and  Purchaser  and, if its duties
as Trustee  hereunder  are  affected  thereby,  unless it still  have  consented
thereto.

     19.  Trustee may at any time resign  hereunder by giving  written notice of
its resignation to the other parties hereto,  at least 30 days prior to the date
specified for such  resignation  to take effect,  and upon the effective date of
such  resignation,  the Escrowed  Property  hereunder shall be delivered to such
person as may be designated in writing by the appropriate parties executing this
Trust Agreement,  whereupon all Trustee's  obligation  hereunder shall cease and
terminate. Trustee's sole responsibility until such termination shall be to keep
safely all Escrowed  Property and to deliver the same to a person  designated by
the appropriate parties executing this Trust Agreement or in accordance with the
directions of a final order or judgment of a court of competent jurisdiction.

     20. The parties agree to indemnify,  defend and hold Trustee  harmless form
and against any and all losses,  damages,  taxes, liability and expense that may
be  incurred  by Trustee  hereunder,  including  the legal  costs and expense of
defending  itself  against  any  claim  or  liability  in  connection  with  its
performance hereunder.

     21.  Seller  agrees  to pay  Trustee  its  fees for the  services  rendered
pursuant to the provisions of this Trust  Agreement and will  reimburse  Trustee
for  reasonable  expenses,  including  reasonable  attorneys'  fees  incurred in
connection  with the  negotiations,  drafting and  performance of such services.
Activities  requiring  excessive  administrator  time or out-of- pocket expenses
such as  optional  substitution  of  collateral  or  securities  shall be deemed
extraordinary  expenses  for  which  related  costs,  transaction  charges,  and
additional fees will be billed to Seller at Trustee's  standard charges for such
items.

     22. The parties warrant to Trustee that there are no Federal state or local
tax liability or filing  requirements  whatsoever  concerning  Trustee's actions
contemplated  hereunder and warrant and represent to Trustee that Trustee has no
duty to  withhold or file any report or any tax  liability  under any Federal or
State  income  tax,  local or State  property  tax,  local or State sales or use
taxes,  or any other tax by any taxing  authority.  The parties  hereto agree to
jointly and severally  indemnify Trustee fully for any tax liability,  penalties
or interest  incurred by the Trustee arising  hereunder and agree to pay in full
any such tax  liability  together with penalty and interest if any tax liability
is ultimately  assessed against Trustee for any reason as a result of its action
hereunder (except for Trustee's individual income tax liability arising from its
income or fees).

     23.  Trustee  shall have no liability for loss arising from an cause beyond
its control,  including, but not limited to, the following: (a) the act, failure
or  neglect of any agent or  correspondent  selected  by Trustee or the  parties
hereto; (b) any delay, error,  omission or default connected with the remittance
of funds;  (c) any delay,  error,  omission  or default of any mail,  telegraph,
cable  or  wireless  agency  or  operator;  or (d)  the  acts or  edicts  of any
government  or  governmental   agency  or  other  group  or  entity   exercising
governmental powers.

IN WITNESS WHEREOF,  the parties hereto have, by their duly authorized  officers
or agents,  executed this Agreement in multiple originals on the dates set forth
next to their respective names below, but effective as of the day and year first
above written.

COGSWELL NAKAZAWA & CHANG

By: /s/Peiwen Chang
Name:  Peiwen Chang
Title:  Partner


FINANCIAL INTRANET, INC.

By:  /s/Michael Sheppard
Name:  Michael Sheppard
Title:  President and Chief Operating Officer


LONGYIN NETWORK TECHNOLOGY CO., LTD.

By: /s/Yunneng He

                                                       20

<PAGE>



Name:  Yunneng He
Title:  President

                                                       21

<PAGE>




                                                     EXHIBIT A

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>



                    Event                           Escrowed Property to                Performance
                                                         be Released                   Deadline Date

1.  Execution and delivery of                  A certificate in the            April 3, 2000
Consulting Agreements in form and              name of Seller
content satisfactory to Purchaser by           representing 175,000
Weicao Huo, Zhifeng Ding,                      shares of Purchaser
Jianrong Feng and Yu Ke

2.  Execution and delivery of                  A certificate in the            June 30, 2000
written agreements in form and                 name of Seller
content satisfactory to Purchaser by           representing 175,000
not less than nine existing internet           shares of Purchaser
content providers of Seller to
continue to provide content and
other services to Purchaser or its
foreign owned entity

3.  Approval by the People's                   US$200,000 and a                September 30, 2000
Republic  of  China  and its  political  certificate  in the  name  subdivisions
(collectively,  "PRC") of Seller  representing of Purchaser's  organization  and
500,000 shares of ownership of a foreign owned utility  Purchaser,  of which for
the purpose of Purchaser's 250,000 shares shall be ownership, operation, use and
restricted securities as maintenance of the Acquired Assets provided in Sections
(as defined in that certain Asset 3.c and 3.d of the Asset Purchase Agreement of
even  date  Purchase  Agreement  herewith  between  Seller  and  Purchaser)  and
Purchaser's  receipt  of  all  consents,   approvals,  orders,   authorizations,
registrations  or  qualifications  from the PRC necessary for such foreign owned
enterprise  to own,  operate,  maintain and use a server  located in the PRC and
download and upload  electronic  files,  materials  and other data  therefrom or
thereto.
- ---------------------------------------------  ------------------------------- -----------------------------

</TABLE>

                                                       22


<PAGE>


                                                     EXHIBIT B

                                          FORM OF INSTRUCTION TO RELEASE



Cogswell Nakazawa & Chang
115 Pine Avenue, Suite 600
Long Beach, CA 90802-4440
Attn:  Peiwen Chang

Re: Trust Agreement dated March 27, 2000


Dear Sirs:

     We hereby  confirm that the following  event  specified in Exhibit B to the
Trust Agreement has occurred: [Specify name of event]

     Accordingly,  you are  authorized  and  instructed to release to Seller the
following Escrowed Property: [Specify amount and type of Escrowed Property to be
released]

Words  and  expressions  defined  in the  Trust  Agreement  shall  have the same
meanings herein.


Very truly yours,

Financial Intranet, Inc.



By: /s/Michael Sheppard





                                                       23








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