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) al