-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JFdoD/QF1PfZb8TSeKX9WXcHqTc45t7s231vZtW4QKB+G58CHwqi5LaKxmHIHoaj g+SIHcQ0GbsIzHj6QiF8JA== 0000050471-00-000008.txt : 20000411 0000050471-00-000008.hdr.sgml : 20000411 ACCESSION NUMBER: 0000050471-00-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 39 CONFORMED PERIOD OF REPORT: 20000313 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERINET GROUP COM INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 581770 BUSINESS ADDRESS: STREET 1: 2500 NORTH MILITARY TRAIL STREET 2: SUITE 225-C CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619983435 MAIL ADDRESS: STREET 1: 2500 NORTH MILITARY TRAIL STREET 2: SUITE 225-C CITY: BOCA RATON STATE: FL ZIP: 33421 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY GROWTH SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19951214 FORMER COMPANY: FORMER CONFORMED NAME: INFOTEC INC DATE OF NAME CHANGE: 19930506 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 13, 2000 Date of Report (Date of earliest reported event) AmeriNet Group.com, Inc. ------------------------ (Exact name of registrant as specified in its chapter) Delaware -------- (State or other jurisdiction of incorporation 000-03718 (Commission File Number) 11-2050317 ---------- (IRS Employer Identification No.) Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) (561) 998-3435 -------------- Registrant's telephone number, including area code (Not Applicable) (Former name or former address, if changed since last report) INFORMATION INCLUDED IN THE REPORT Item 1. Acquisition or Disposition of Assets. On March 13, 2000, the Registrant completed the acquisition of all of the capital stock (being 1,265 shares of common stock, without par value) of Vista Vacations International, Inc., a Florida corporation engaged in the travel industry ("Vista," see Item 5 for a more complete description of Vista business). Vista was acquired by the Registrant in a reorganization designed to comply with Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"), in exchange for: * 220,000 shares of the Registrant's common stock, $0.01 par value per share (the "AmeriNet Stock"), issued in reliance on the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(6) thereof; and * Up to 219,999 additional shares of AmeriNet Stock to be issued to the former stockholders of Vista during the period ending on June 30, 2003, based on the following performance thresholds: (1) If Vista earns net, pre tax profits, determined in accordance with generally accepted accounting principles, consistently applied ("GAAP"), of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then Vista's former stockholders will be issued an aggregate of 36,667 additional shares of AmeriNet Stock; (2) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2001 and ending on June 30, 2002, then Vista's former stockholders will be issued an aggregate 102,666 additional shares of AmeriNet Stock (including the 36,667 that either were or could have been earned as of June 30, 2001); (3) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then Vista's former stockholders will be issued all 219,999 of the additional shares of AmeriNet Stock (including the 102,666 that either were or could have been earned as of June 30, 2002); however, all rights to any of the AmeriNet Stock not earned as of such date will thereupon expire. (4) The additional shares of AmeriNet Stock will be allocated among the former Vista stockholder's, pro rata, based on their ownership of Vista's common stock immediately preceding the closing on March 13, 2000, were reserved for future issuance immediately following the closing and will be issued within 30 days after AmeriNet's audit for the subject fiscal year confirming the calculations called for. 2 In addition to consideration provided to the former Vista stockholders for their Vista capital stock, the Registrant also agreed to: * Invest up to $650,000 in Vista within 300 days after completion of the reorganization and the filing of required reports with the United States Securities and Exchange Commission (the "Commission"), and, * To reserve an additional 931,000 shares of AmeriNet Stock for future issuance through incentive stock options (as defined in Section 422 of the Code) to be granted to Vista employees, provided, however, that rights to such shares will vest on an annual basis, subject to attainment of the following net, pre-tax profit projections determined in accordance with GAAP: (1) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then the first 163,333 shares of AmeriNet Stock reserved for issuance in the event of exercise of the subject incentive stock options will vest; (2) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2000 and ending on June 30, 2002, then all rights to 457,333 (including the 163,333 shares vested, if any, on June 30, 2001) of the shares of AmeriNet Stock reserved for issuance in the event of exercise of the subject incentive stock options will vest; and (3) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then all rights to all of the shares (including the shares vested, if any, on June 30, 2001 and June 30, 2002) of AmeriNet Stock reserved for issuance in the event of exercise of the subject incentive stock options will vest. (4) All rights to the incentive stock options in the subject employment agreements that have not vested as of July 1, 2003 will expire on such date, and no further rights of any kind thereto or to the underlying shares of AmeriNet Stock reserved for such purpose will exist thereafter, the reservation therefor terminating on such date. Concurrently with the closing on the acquisition of Vista, the Registrant and Ms. Nellie Tippery, a creditor of Vista, entered into an agreement pursuant to which all obligations of Vista, including loans in the aggregate amount of $180,000, were extinguished in consideration for 66,667 shares of AmeriNet Stock. The exchange ratio for Vista's capital stock was determined by arms length negotiation by the parties based on the approximate market price of the Registrant's common stock during the period preceding March 13, 2000, the value that Vista's management felt was reflective of its operating performance since its inception, and the anticipated future value of Vista. The use of contingent consideration seeks to make the component of the valuation based on future performance more objectively ascertainable. 3 The names of the former Vista stockholders are Teri E. Nadler, Scott B. Ugell, Jean Hickman, Alicia Torrealba, Jean Hickman, Ken Nelson and Carol Nelson, his spouse, and, Ms. Karyn McKnight. To the best of the Registrant's knowledge, no material relationship existed between any such person and the Registrant or any of its affiliates, any director or officer of the Registrant, or any associate of any such director or officer. No funds were used directly to acquire Vista, however, the Registrant obtains the funds it uses to capitalize its acquisitions through private placements to a group of accredited investors who already held shares of its common stock. Such persons include the Yankee Companies, Inc., Xcel Associates, Inc., Ms. Debra Elenson, Mr. Scott Heicken, Mr. Jonathan Eichner, Mr. Joseph D. Radcliffe, K. Walker, Ltd. ( a corporation associated with Edward Granville-Smith, Jr., the Registrant's former president) and Bolina Trading Corp., S.A. (a corporation associated with Mr. Jerry C. Spellman, an associate of Mr. Granville-Smith). Vista assets include leased facilities and equipment and other physical property currently used in conjunction with its travel business. Such use will be continued and Vista will continue to be operated by its current management, unless it fails to meet at least 65% of its operating projections. Copies of the reorganization agreement, the agreement with Ms. Tippery, the employment agreements with Vista employees and in one case, with a third party consultant, and the related schedules and exhibits are filed as exhibits to this current report (see "Item 7(c), exhibit Index"). See Item 5 for a more complete description of Vista business Item 5. Other Events. Material Information Concerning Vista Business General Vista Vacations International, Inc., a Florida corporation was organized in November of 1998 by Ms. Teri E. Nadler, its current president, and a group of her former co-workers, who in the aggregate, have more than one hundred years of professional travel experience. Vista's management developed its strategic plan based on the following observations: * Decreasing airline commissions were causing traditional brick and mortar travel agents to reevaluate their competitive prospects and to seek ways to stay in business while reducing or eliminating traditional overhead; 4 * Increasingly available communications technology and the evolution of the Internet were making home based businesses increasingly competitive with traditional office based enterprises; * The incidental benefits of the travel industry (e.g., the opportunity to travel and lodge at interesting locations at discount prices) made it attractive to people who valued quality of life as well as economic opportunities; * Travel companies had developed specializing in making travel industry benefits available to large groups of independent contractors ("host companies" and "member-agents," respectively), but without the training and support to make their business operations economically viable or of real service to the consuming public. * There was a substantial niche for a host company that would provide independent contractors with travel industry benefits and with the educational and travel package support necessary to make them competitive with traditional travel agencies. Based on such observations, Ms. Nadler and her associates organized Vista as an education oriented travel industry host company with a wide variety of quality travel options including cruise vacations, vacation packages, auto rentals, hotels and incentive travel programs from multiple travel providers at competitive prices., providing its independent contractor member-agents with the option of working from home without compromising on the quality of their product inventory, services or training. However, it also intends to expand through acquisition of existing travel agencies and travel service companies giving it multiple travel service and travel product delivery outlets. Vista agents are required to participate in Vista's ongoing training programs and to attain proficiency in all phases of the travel industry. Vista's exclusive Seminar at Sea program provides member-agents with professional travel training classes, including travel industry product knowledge, winning sales techniques and the industry's most respected educational tool, the Cruise Line International Association ["CLIA"] accreditation masters program (which provides specialized expertise in the cruise segment of the travel industry). Upon completion, member-agents earn accreditation that grants them the opportunity of sailing on most cruise lines for only $35.00 dollars a day. More importantly, they acquire in-depth knowledge about alternative products from multiple travel providers permitting them to compete successfully with traditional brick and mortar travel agencies that have neither the staff nor financial resources to maintain internal sales departments trained to work with specific travel providers. Because its highly trained member-agents become more effective consumer service providers, leading cruise lines, tour operators, hotels and auto rentals grant Vista preferred pricing and inventory options. As a result of its association with the Registrant, Vista expects to negotiate with the Registrant's other subsidiaries for development of technology applications to facilitate and enhance the selling process for Vista's's home based independent sales agents. Vista has already entered into an agreement with Wriwebs.com, Inc. ("WRI") to update Vista's website with cutting edge, interactive technologies that will provide Vista member-agents, with the ability to search and purchase over $40 million of secured travel inventory, including 5 discounted cruises, tours and packages, hotels, and car rentals, on a 24 hours a day, 7 days a week basis. The application, expected to be designated as "The Cruise Navigation System" is scheduled for introduction by April 30, 2000. The website will also provide sight training tutorials for Vista agents, concentrating on travel product knowledge, sales techniques, world wide geography and proprietary operations. Each of the applications developed by WRI for Vista will use web-based technologies that restrict access to Vista approved member-agents and their clients. Vista is also exploring licensing access to portions of its website and other Vista related opportunities to third parties. Vista currently has approximately 400 independent home-based agents located nationwide who serve as its principal marketing source. The member-agents not only service their local markets but are encouraged to recruit other member-agents and are compensated for doing so. Vista is currently engaged in a national marketing campaign designed to increase public awareness of its services, through newspapers, magazines, radio and infomercials. Vista intends to follow up the national marketing campaign with a similar one on an international basis. Vista will also market its services over the Internet using the website being developed by WRI, which: * Can be accessed from replicated websites of its independent home based member-agents; and * Directs visitors to Vista's website to member-agents within their zip code. Currently, Vista does not have any material portion of its assets, operations or customers located outside of the United States. Substantially all of Vista's revenues are from customers based within the United States, where all of Vista's services are provided. Industry Overview Domestic travel and tourism spending by United States travelers was an estimated $408 billion in 1997 and is forecasted to increase at a compound annual growth rate of 6.7% through the year 2000. The market for specialized distributors of leisure travel services is highly fragmented. Many of these specialized distributors are small and generally have made little investment in technology to improve their selling effectiveness, efficiencies and access to information. Furthermore, most of these companies lack the volume and financial security necessary to obtain preferential pricing and inventory from travel providers or to create effective national marketing campaigns. For Vista's purposes, the travel and tourism industry is divided into the following segments: Cruise Industry: The number of North American cruise passengers is expected to increase from 5.1 million in 1997 to 7.0 million by the year 2000, an 11.5% compound annual growth rate. In addition, industry analysts forecast a 10.3% compound annual growth rate in capacity over the same period, with a total of 40 new vessels, contracted or planned, adding a net supply of approximately 40,000 berths. The character of a cruise varies significantly among the different cruise lines and cruise ships. In addition, a cruise vacation, which consists of lodging, entertainment, dining and travel, typically represents a large portion of a traveler's vacation budget. As a result, cruise sales require significant marketing time and effort in comparison with sales of other travel products. Cruise lines traditionally have relied primarily on third party distributors to sell virtually all of their berth capacity. It is estimated that only 6% of cruise vacations are sold directly by the internal sales departments of the cruise lines. While travel agents remain an important channel of distribution for cruise lines, specialized cruise vacation distributors (like Vista) have become an increasingly significant source of capacity utilization and, accordingly, are given preferential pricing, cooperative advertising dollars and access to preferred berth inventory and locations. 6 Lodging Industry: Average daily room rates in the United States lodging industry increased 6.2% to $75.16 in 1997 from $70.81 in 1996. Average daily room nights sold increased 2.3% to 2.3 million in 1997 from 2.2 million in 1996. Average daily rates and average daily rooms sold are expected to increase 5.3% and 2.2%, respectively, in 1998. Vacation and Tour Packages Industry: Sales of vacation and tour packages was estimated to be a $20 billion market in 1997. In 1997, 104.2 million United States adults traveled with other family members, an increase of 11% over the prior year. The market is expected to grow at 6% a year for the next several years. Vacation packages include a combination of two or more travel services (e.g., hotel accommodations, ground transportation, air transportation, cruises) that are offered at a package price. Many vacation packages offer a choice of components and options, thereby enabling the customer to customize the package. Incentive Travel Programs Industry: The travel incentive industry is estimated to be a $6 billion market. Travel promotion agencies range from sophisticated companies offering a broad range of service to boutique shops, specializing in one or few specific types of promotions. The industry is fragmented, with over 1000 travel promotion companies; however less than 100 companies are believed to have sales in excess of $1 million. Strategic Plans Operating Strategy Vista seeks to provide comprehensive, quality leisure travel products and services, while improving efficiencies in its operations. Vista is a specialist in several leisure travel products and services. By leveraging this specialized knowledge, Vista provides a higher level of expertise and information for a broader array of travel products and services than may be 7 available through traditional distribution channels. Vista continues to make significant investments in development of technology that will improve and enhance the ability of its independent home-base travel agents to convert travel inquiries into sales and make the selling and service processes more efficient. WRI's technology applications which are being developed for Vista are Internet web-based. The specifications for Vista's technology applications are designed by subject matter experts who are best able to identify the necessary tools. Vista's management believes that: * Its strategic relationships with travel providers are integral to its success. Vista has negotiated with many travel providers for pricing that is often lower than published fares and for preferred access to capacity. Vista has also initiated discussions with cruise industry travel providers regarding access to direct electronic interfaces to the cruise lines reservation systems. These strategic relationships enable Vista to access multiple providers within each travel segment and to offer value and service that is generally better than would be available to travelers through travel agents. * Utilizing multiple distribution channels provides it with additional sales opportunities, decreases its reliance on any one channel and differentiates it from competitors who offer their products through a single channel. * Maintaining high levels of customer service is essential to its ability to generate significant repeat business. In addition to Vista's competitive prices, customer service is an important differentiating factor for leisure travelers who are making a significant investment in a vacation; for travel agents who seek to make reliable, quality travel arrangements quickly, efficiently and without complicated processes; for independent hotels seeking to market their products efficiently through global distribution systems; and, for corporations that require innovative, turn-key travel products, either for use by their personnel or as marketing incentives. Comprehensive Brand Strategy During 1998 Vista's management reviewed various strategies in connection with brand recognition and marketing of its services. In the first half of 1998, Vista began implementation of a comprehensive brand and marketing plan that called for development of a new, identifiable national brand name to be used initially in marketing cruises to consumers, while continuing to use existing product provider brands with strong identity and loyal customer following in other segments. Vista is currently revisiting its brand strategy at the Registrant's request and is considering revising its name to develop a closer identification with the Registrant. As currently contemplated, such strategy would involve continued use of the "Vista Vacations" name concurrently with a new "AmeriNet" oriented name, and, based on market response, phasing one out over a period of time. Vista seeks to develop a nationally recognized and respected consumer brand, initially in the cruise segment and to aggressively market its brands, through traditional marketing and sales initiatives, as well as through opportunities that may arise in other business of Vista, such as collateral materials that may also be utilized to promote Vista's other brands. 8 Growth Strategy Vista has a multi pronged approach to expansion of its operations: growth through expansion of its network of independent member-agents by providing them with economic incentives to recruit new member-agents; growth through acquisition of existing travel agencies (which can either convert to home based operations or remain as office based facilities); and, through recruitment of personnel from existing travel agencies who are dissatisfied with their existing arrangements, either because of an absence of training, inadequate products or support, or, a desire to work at home. To date, Vista has concentrated on the first element of its growth strategy but expects significant growth from the other two elements within the next two fiscal years. Investment in Technology Vista plans to capitalize on the Internet as a major distribution channel for its products and services. According to Forrester Research, the on-line travel market is the second largest by dollar volume and the fastest growing area of Internet commerce. The Internet represents a substantial opportunity as a very important distribution channel for leisure travel in the future. Vista promotes itself and the vista-vacation.com website through advertising and promotional alliances on the Internet. Many of Vista's independent home based travel agents will be operating their own replica sights of Vista through our specialized website program. Vista has assigned personnel also operating from their homes to handle its Internet sales leads and inquiries, supervised by office based management personnel with significant experience in e-commerce and Internet marketing. Vista, with the assistance of other AmeriNet subsidiaries, is developing state-of-the-art information and on-line reservations e-commerce website technology for use by Vista's independent home based member-agents and their clients. In addition, Vista may in the future consider pursuing licensing or other opportunities with respect to the use of its technology by third parties. Vista has contracted with WRI, a subsidiary of AmeriNet, to expend at least $360,000 on development and operation of a cutting edge on-line reservations system over the next three years. Vista's "Cruise Navigator" and online reservation systems are expected to permit Vista to increase its productivity and net revenue per transaction by: (i) allowing Vista agents to process reservations on-line in a more efficient fashion than the current manually-intensive processes employed; (ii) enabling Vista agents to offer their customers more comprehensive product information and automated access to special pricing and inventory opportunities; (iii) providing Vista agents additional up-selling (upgrading) capabilities; (iv) allowing Vista agents real time access to customer information; (v) capitalizing on revenue management opportunities; (vi) using the Internet to provide information and book reservations; (vii) enabling consolidation of cruise back-office functions, including reconciliation, accounting, documents management and financial reporting; and (viii) new agent enrollment. Economies of Scale and Best Practices Vista's management believes that it can achieve significant economies of scale and that its sales volumes and relationships with travel providers will enable it to obtain preferential pricing and preferred access to travel provider inventories. Vista's management believes that its member-agents and consumers will benefit from Vista's increasing purchasing power in important expense areas, and from the reduction in total operating expenses anticipated as it 9 implements improved technology consolidating duplicative back-office and administrative functions. Beginning in the second quarter of 2000, Vista expects to realize these economies by selecting best practices, including marketing techniques, revenue management processes, operations and call center management strategies and cost efficiencies, that can be implemented to generate incremental revenue and enhance profitability. The implementation of Vista's information technologies is expected to further enhance Vista's performance by allowing the most qualified sales agents to handle each customer lead and to reduce the amount of time required to train new sales agents and process and close sales transactions. Expansion Through Acquisitions In the second half of 2000, Vista will seek to acquire operating travel companies in order to gain market share, add new areas of expertise, access new geographic markets and enter complementary business lines. In the future, Vista expects to focus on acquisitions that are larger in size or offer significant strategic opportunities. Vista seeks acquisition candidates that have long-standing reputations and demonstrated growth and profitability. As of the date of this Report Vista is not a party to a binding agreement regarding any acquisition. Products and Services Vista currently provides its products and services throughout the United States through use of toll-free telephone numbers, home-based member-agents, and the Internet. Product information and customer communication capacity via email is provided through Vista's website, www.vista- vacations.com. Typically, potential independent member-agents and customers call Vista, often in response to a referral or in response to information seen on the Internet. Vista's sales personnel assist potential independent member-agents or consumers who wish to be independent member-agents in understanding the mission and goals of Vista. Once enrolled, in-house reservations specialist assist member-agents in selecting appropriate travel arrangements for themselves and their clients and in making the required reservations. All reservations are made by in-house reservations specialists as Vista member-agents are asked not to call vendors directly in order to preserve quality control. Cruises Vista seeks to become one of the largest distributors of cruises in the world, selling cruises on all major cruise lines. Typically, berths are booked on behalf of customers at specified discounts from the published cruise line prices. In addition, Vista is permitted to reserve more desirable berths on a number of cruises, which gives Vista an "exclusive" right to sell these berths for a period of time. If Vista does not sell these reserved berths, they are returned to the cruise lines at a specified time, generally 90 to 150 days prior to sailing, at no cost to Vista. Vista also advises large groups, such as affinity groups, corporate groups and business seminars, in selecting appropriate cruises and sells Alaskan land tour packages directly to travelers and to travel agents. Vista assists its independent home based member-agents in selecting cruises that best fit their clients' particular needs and desires. This requires Vista's sales personnel to have extensive knowledge about the various cruise lines and the differences in their ships and the cruises offered. Vista's sales personnel undergo extensive in-house training and participate in frequent 10 seminars conducted by cruise lines. Sales personnel endeavor to develop relationships with the independent home-based member-agents and their customers in order to encourage repeat and referral business. In addition to reserving berths on cruises, reservation agents can provide member-agents' customers with information about the activities, shopping, sightseeing and restaurants available at the various ports at which cruises stop and can make reservations (where available) for such activities. Vista also provides its independent member-agents with travel industry as well as inter and intra company information on its website, with periodic mailings of information, weekly blast-faxes disclosing cruise line and industry specials, reviews of various cruises and ships, advice regarding planning for specific cruises and assistance in preparing necessary travel documents. Through Vista's new cruise reservation technology, detailed information about ships, itineraries, destinations and other data will be available to sales personnel at their desktops. Lodging, Vacations And Tour Packages Vista is developing a program that will provide electronic reservation services to over 2,500 independent and chain hotels located in 59 countries worldwide. Vista's lodging service revenues are generally commission based and, therefore, largely depend on the volume of reservations processed on behalf of its hotel customers. Vista also plans to publish a hotel directory featuring over 5,000 participating hotels worldwide which Vista's independent member-agents can use as a guide to obtain special rates, access to block spaces and other benefits. Vista sells vacation packages and all-inclusive vacations world wide.. Vista is in the process of completing exclusive agreements with chosen tour operators that will allow them to become exclusive Vista travel partners. Vista is also in the process of creating an incentive travel department that will provide incentive travel promotion services primarily to corporations. Technology Information Technology Vista has adopted an information technology strategy focused on delivering value to Vista's independent home-based sales agents and travel providers, while enabling efficient and effective back office processes and providing necessary management information. The core of Vista's evolving information technology strategy is the Cruise Navigator system, Vista's on-line cruise reservation system being developed with the assistance of WRI. The series of applications that comprise the system and their supporting infrastructure are expected to include: (i) web-based applications that take advantage of client/server processing structures; (ii) a multi-tier architecture for easy changes, enhancements and maximum reuse potential; (iii) Microsoft standard development tools, including XML-based message exchange architectures; (iv) the Microsoft Windows NT operating system for the applications environment; and (v) an SQL server relational database management system operating in the Windows NT environment. The Cruise Navigator technology is expected to increase productivity and net revenue per transaction by: (i) allowing Vista's independent member-agents to process reservations on-line in a fashion more efficient than the current manually-intensive processes; (ii) enabling Vista independent member-agents to offer customers more comprehensive product information and 11 automated access to special pricing and inventory opportunities; (iii) providing Vista agents additional up-selling capabilities; (iv) allowing Vista agents real time access to customer information via an on-line database facility; (v) capitalizing on revenue management opportunities; (vi) using the Internet to provide information and book reservations; and (vii) enabling consolidation of cruise back office functions, including reconciliation, accounting, documents management and financial reporting. Among Vista's technological goals is development of the most comprehensive collection of customer information in the leisure travel industry. Access to such information would enable Vista to develop a more accurate customer relationship model, permitting it to refine its direct mail, advertising and other marketing activities. Consequently, Vista's technology will include a comprehensive customer information database comprised of extensive customer data such as profiles, preferences, travel history, memberships, passport information, and future travel desires. The customer information database is expected to be a common repository, shared across all Vista's applications permitting Vista personnel to become instantly familiar with customers' buying patterns across travel segments. Internet Distribution Channel Vista plans to capitalize on the Internet as a major distribution channel for its products and services. On-line travel accounted for approximately one percent of the $101 billion in travel products sold by travel agents and specialized distributors in 1997, with 84% of on-line travel transactions being airline tickets. With over 43 million United States households owning a personal computer and with over 22 million households on-line in 1998, the new digital economy is growing at double the rate of the overall economy. According to Forrester Research, the on-line travel market is the second largest by dollar volume and the fastest growing area of Internet commerce. Vista's management believes that while the Internet will never surpass knowledgeable travel specialists as the primary mode of selling travel products, the Internet represents a very important distribution channel for leisure travel in the future. Vista currently markets on the Internet in several ways. The website, www.vista- vacation.com was launched in 2000 and provides information on vacation products, and particularly in-depth information on cruises, offered by Vista. For example, the cruise section of the site includes pages on hot deals, cruise quotes, ships, cruise lines and cruise reviews. There is also a feature to request cruise information and quotes on-line. The air section features an airfare request capability. The toll free phone numbers for Vista's products are promoted on each page. In addition, Vista promotes itself and the www.vista-vacation.com website through advertising and promotional alliances on the Internet and promotes its website in its other advertising media. Vista has dedicated in-house agents to handle Internet sales leads and inquiries, as well as management personnel who have significant experience in the areas of e-commerce and Internet marketing. 12 Sales and Marketing Vista utilizes a multi-faceted marketing and sales approach depending on the particular travel products and services being promoted and depending on the type of customer being targeted. An essential element of Vista's marketing strategy is developing a nationally recognized consumer brand, initially for cruises. In addition, Vista intends to develop other national brands to consumers, travel agents and independent hotels, respectively. Vista markets cruises to consumers through its independent member-agents who engage in marketing programs based on their own unique talents and marketing theories. Vista is currently implementing an aggressive marketing campaign that will include newspapers, radio, direct mail television commercials and infomercials each of which contain extensive product offerings and special travel offers. The marketing program highlights the advantage of becoming an independent member-agents with access to Vista's toll-free numbers and website as instruments for closing travel sale transactions. Vista is also in the process of finalizing its "Adventure Club", a new division of Vista designed to appeal to multi-level marketing companies seeking to increase benefit programs to their distributors. Vista operates in-house reservation centers to respond to calls generated by its marketing programs. Vista also has a network of over 400 home-based independent contractor member-agents who actively market and sell cruises in their local areas. Direct mail campaigns include brochure and vacation directory mailings to existing and new customers. Point of purchase sales promotions are being developed, including tie-ins with other retailers such as fast food chains and supermarkets. Travel Provider Relationships Because of Vista's reputation, historical relationships, expertise, and substantial volume of business conducted with the travel providers, it receives preferential pricing from certain travel providers, which frequently enables Vista to offer prices lower than those generally available to travelers and travel agents. Vista's agreements with travel providers are generally short-term agreements cancelable on relatively short notice and, therefore, travel providers can, and often do, modify the terms of contracts as industry conditions change, including terms relating to commissions, access to inventory and pricing. Such agreements generally permit Vista to sell the travel products at either preferred prices or with preferred commission structures. However, such contracts generally do not create commitments by the travel providers for fixed capacity or inventory. Other distributors, including Vista's competitors, may have similar arrangements with travel providers, some of which may provide better availability or more competitive pricing than that offered by Vista. Vista also works with a consortium, Vacation.com, that holds contracts and overrides with specific vendors that Vista is not currently able to obtain on its own. As its revenue grows with particular participants, Vista expects that it will be able to obtain such benefits directly. Competition The travel service industry is extremely competitive and has traditionally had low barriers to entry. Vista competes with other distributors of travel services, travel providers, travel agents, tour operators, group travel sponsors, Internet companies, and global distribution system providers, some of which have greater experience, brand name recognition and/or financial resources than Vista. Vista competes for customers based upon service, price, specialized in-depth knowledge and, with respect to sales to travel agents, attractive 13 commission structures. Travel providers may decide to compete more directly with Vista and restrict the availability and/or preferential pricing of their capacity. In addition, other distributors may have relationships with certain travel providers, providing better availability or more competitive pricing than that offered by Vista. Furthermore, some travel agents and group travel sponsors have a strong presence in their geographic area, which may make it difficult for Vista to attract customers in those areas. Employees As of March 14, 2000, Vista had 6 full-time in-house employees and 417 independent member-agents nationwide. Vista's management believes that its relations with its employees and independent member-agent contractors are good but that it will have to continually expand its employee and independent contractor base to meet the demands of its projected growth. Management believes that required full and part time personnel can be recruited from within it group of member agents and through its proposed acquisition strategy, on acceptable terms. No employees are represented by any labor unions but all of the employees are parties to one year employment agreements, providing for automatic renewals unless cancelled within a reasonable time prior to expiration of the then current term. Properties Vista's principal place of business is located at 5653 Northwest 29th Street; Margate, Florida 33063. This is in a office park type setting where the other tenants are professional or traditional office based businesses. The space occupied is approximately 1,150 square feet of office space. Vista has a two year lease which began on January 1, 1999 and ends on December 31, 2000. There are several short term options which allow it to extend the term of the lease. Visa pays approximately $11.50 per square foot and pays a pro-rata share of real estate taxes and maintenance costs. There are no present plans for any renovation, improvement, or development of the property. The leased property is in the opinion of Vista's management adequately covered by insurance. Vista believes that its current premises will not be adequate for its anticipated requirements and it is discussing consolidation of facilities with other AmeriNet subsidiaries, either in a building that AmeriNet may seek to purchase or through a lease for new premises providing adequate room for expansion. Legal Proceedings Vista is not aware of any legal claims or actions arising in the ordinary course of business. Therefore, Vista does not believe that there are not any actions to be concerned about that would have a material adverse effect on its business or financial condition and results of operations. 14 Risk Factors Qualification of Forward-looking Statements The statements contained in this Report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including without limitation statements regarding Vista's expectations, beliefs, intentions or strategies regarding the future. All forward-looking statements included in this document are based on information available to Vista on the date hereof, and Vista assumes no obligation to update any such forward-looking statements. The forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, experience and the performance or achievements of Vista to be materially different from those anticipated, expressed or implied by the forward-looking statements. In evaluating Vista's business, the following factors, in addition to the Risk Factors set forth below and other information set forth herein, should be carefully considered: successful deployment and integration of systems; factors affecting internal growth and management of growth; Vista's ability to implement its technology strategy; success of marketing, integration and operational initiatives, including Internet marketing initiatives; dependence on technology; labor and technology costs; cost and availability of advertising and promotional efforts; success of the acquisition strategy and availability of acquisition financing; success in entering new segments of the travel market and new geographic areas; dependence on travel providers; risks associated with the travel industry generally; seasonality and quarterly fluctuations; competition; and general economic conditions. In addition, Vista's operating strategy and growth strategy involve a number of risks and challenges, and there can be no assurance that these risks and other factors will not have a material adverse effect on Vista. Limited Operating History; Risks of Integration. Vista was founded in November of 1998 but conducted no operations and generated no revenues prior until February of 1999. There can be no assurance that Vista will be able to succeed on a profitable basis. Vista's executive management team was assembled at its inception and there can be no assurance that the management team will be able to effectively implement Vista's internal growth strategy, operating strategy or technology strategy.. The financial statements cover certain start up periods and therefore, may not be indicative of Vista's future financial or operating results. The inability of Vista to expand aggressively would have a material adverse effect on Vista's business, financial condition, and results of operations. While Vista's management believes that there are substantial opportunities to cross-market and integrate all phases of the travel industry through independent home-based independent agents, there can be no assurance that Vista's goal of becoming a leading specialized distributor of leisure travel services will be successful, or that Vista's independent member-agents and their clients and or travel providers will accept Vista as a distributor of a variety of specialized travel services. 15 Management of Growth; Factors Affecting Internal Growth. Vista expects to grow internally, through increase in independent home-based travel agents, multilevel distributors and acquisitions of existing travel agencies that are looking for a responsible, reliable and profitable host company to put their business through. Vista expects to spend significant time and effort exploring this endeavor. There can be no assurance that Vista's systems, procedures or controls will be adequate to support Vista's operations as they expand. Any future growth also will impose significant added responsibilities on members of senior management, including the need to identify, recruit and integrate new senior level managers and executives. There can be no assurance that such additional management will be identified or retained by Vista. To the extent that Vista is unable to manage its growth efficiently and effectively, or is unable to attract and retain qualified management, Vista's business, financial condition and results of operations could be materially adversely affected. While Vista has experienced revenue and earnings growth over the past year, there can be no assurance that Vista will continue to experience internal growth comparable to these levels, if at all. Factors affecting the ability of Vista to continue to experience internal growth include, but are not limited to, the ability to expand the travel services offered, the continued relationships with certain travel providers and their independent home-based travel agents, the public's acceptance of and response to Vista's national brand names, the ability to recruit and retain qualified sales personnel and continued access to capital. Dependence on Travel Providers. Vista is dependent upon travel providers for access to their capacity. Vista receives from certain travel providers pricing and capacity that is preferential to published fares which enables Vista to offer consistently competitive products and services. Other distributors may have similar arrangements with travel providers, some of which may provide better availability or more competitive pricing than that offered by Vista. Vista anticipates that a significant portion of Vista's revenues will continue to be derived from the sale of capacity for relatively few travel providers. Vista's agreements with its travel providers can generally be cancelled or modified by the travel provider upon relatively short notice. The loss of a contract, changes in Vista's pricing agreements, commission schedules, or cooperative marketing arrangements or more restricted access to travel providers' capacity could have a material adverse effect on Vista's business, financial condition and results of operations. In addition, the lodging and cruise industries have experienced a period of consolidation. Continued consolidation could reduce Vista's ability to increase its secured inventory which could, in turn, have a material adverse effect on Vista's financial condition and results of operations. Deployment of New Technology. Vista is in the process of, and expects that it will continue over the coming years, to replace many of its existing hardware and software systems (e.g., its new "Cruise Navigator" architecture). There can be no assurance that these new systems will be successfully completed, installed according to the expected time frame or within the anticipated budget, implemented without any disruption to Vista's business or result in the intended operational benefits and cost efficiencies. 16 Risks Related to Vista's Acquisition Strategy. Acquisitions involve a number of special risks, including possible adverse effects on Vista's operating results, diversion of management's attention, failure to retain key personnel, risks associated with unanticipated events or liabilities and amortization of acquired intangible assets, some or all of which could have a material adverse effect on Vista's business, financial condition and results of operations. Customer dissatisfaction or performance problems at a single acquired company could also have an adverse effect on the reputation of Vista. Further, there can be no assurance that businesses acquired will achieve anticipated revenues and earnings. In addition, to the extent that Vista intends to increase its revenues, expand the markets it serves and increase its service offerings through the acquisition of additional companies, there can be no assurance that Vista will be able to identify, acquire or profitably manage additional businesses or successfully integrate acquired businesses into Vista without substantial costs, delays or other operational or financial problems. Increased competition for acquisition candidates may also develop, in which event there may be fewer acquisition opportunities available to Vista, as well as higher acquisition prices. Vista may also seek international acquisitions that may be subject to additional risks associated with doing business in foreign countries. Vista continually reviews various strategic acquisition opportunities and has held discussions with a limited number of such acquisition candidates. As of the date of this Report, Vista is not party to a binding agreement with respect to any acquisition. Risks Related to Acquisition Financing and Possible Need for Additional Capital. Vista plans to finance future acquisitions by using shares of the Registrant's common stock ("AmeriNet Stock") for all of the consideration to be paid. In some cases, however, it is probable that Vista would be required to make cash investments in the acquired businesses, as AmeriNet is making in Vista. Vista would be charged against earnings for any AmeriNet Stock used to effect acquisitions, consequently, it must take care to assure that the benefits of the acquisitions exceed the cost of the AmeriNet Stock used as consideration and the cash investment required, if any. In the event that the AmeriNet Stock does not maintain a sufficient market value, or potential acquisition candidates are otherwise unwilling to accept AmeriNet Stock as consideration for the sale of their businesses, Vista may be required to utilize more of its cash resources, if available, in order to maintain its acquisition program. If Vista has insufficient cash resources, its growth could be limited unless it is able to obtain additional capital through debt or equity financing. There can be no assurance that AmeriNet will make required capital available or that other financing will be available on terms Vista deems acceptable. If Vista is unable to obtain financing sufficient for all of its desired acquisitions, it may be unable to fully carry out its acquisition strategy. In addition, to maintain historical levels of growth, Vista may need to seek additional funding. Adequate funds for these purposes may not be available when needed or may not be available on terms acceptable to Vista. If funding is insufficient, Vista may be required to delay, reduce the scope of or eliminate some or all of its expansion programs. 17 Dependence Upon Technology. Vista's business is currently dependent upon its website www.vista-vaction.com and its on- line reservation system beginning with "Cruise Navigator" to facilitate, access information and manage a high volume of secured inventory.. Any failure of this technology would have a material adverse effect on Vista's business, financial condition and results of operations. Because technological change has been extremely dynamic, technological obsolescence has become an increasingly important decision when making capital expenditures. No assurances can be provided that the state of the arts systems being developed for Vista will remain state of the art for a period sufficient to justify their development. Risks Associated with the Travel Industry; General Economic Conditions. Vista's results of operations are dependent upon factors generally affecting the travel industry. Vista's revenues and earnings are especially sensitive to events that affect domestic and international air travel, cruise travel, auto rentals and hotel room nights. A number of factors could result in an overall decline in demand for travel, including political instability, armed hostilities, international terrorism, extreme weather conditions, a rise in fuel prices, a decline in the value of the United States dollar, labor disturbances, excessive inflation, a general weakening in economic activity and reduced employment in the United States These types of events could have a material adverse effect on Vista's business, financial condition and results of operations. Seasonality and Quarterly Fluctuations. The domestic and international leisure travel industry is seasonal. Vista's results have been subject to quarterly fluctuations caused primarily by the seasonal variations in the travel industry, especially the leisure travel segment. Seasonality depends on the particular leisure travel product or service sold. Vista expects seasonality to continue in the future. Vista's quarterly results of operations may also be subject to fluctuations as a result of changes in the mix of services offered by Vista as a result of acquisitions, internal growth rates among various travel segments, fare wars by travel providers, changes in relationships with certain travel providers, the timing of the payment of overrides by travel providers, extreme weather conditions or other factors affecting travel and the timing and cost of acquisitions. Unexpected bankruptcy of tour operators or travel companies coupled with variations in quarterly results could also adversely affect the price of the AmeriNet Stock, which in turn could limit the ability of Vista to make acquisitions. Substantial Amount of Goodwill. Because the acquisition of Vista dis not qualify for pooling of interest accounting treatment, it is expected to result in a substantial amount of good will, which has to be written off against future income, making operating results appear less positive (or more negative) than they actually were, from a cash flow perspective. Such results and could have a material and adverse impact upon the market price of the AmeriNet Stock. 18 Substantial Competition. The travel service industry is extremely competitive and traditionally has low barriers to entry. Vista competes with other distributors of travel services, travel providers, travel agents, tour operators, Internet companies and central reservation service providers, some of which have greater experience, brand name recognition and/or financial resources than Vista. Travel providers may decide to compete more directly with Vista and restrict the availability and/or preferential pricing of their capacity. In addition, other distributors may have relationships with certain travel providers providing better availability or more competitive pricing than that offered by Vista. Furthermore, some travel agents have a strong presence in their geographic area which may make it difficult for Vista to attract customers or employees in those areas. Reliance on Key Personnel. Vista's operations are dependent on the efforts and relationships of Teri E. Nadler and Vista's other executive officers. Furthermore, Vista will likely be dependent on the senior management of any businesses acquired in the future. If any of these individuals become unable to continue in their role Vista's business or prospects could be adversely affected. Although Vista has entered into an employment agreement with each of Vista's executive officers, there can be no assurance that such individuals will continue in their present capacity for any particular period of time. Vista does not maintain key man life insurance covering any of its executive officers or other members of senior management. Control of Existing Management. Pursuant to the terms of the reorganization agreement between Vista and the Registrant, Vista's current management will have the right to elect a majority of the members of its board of directors for the foreseeable future, unless Vista fails to attain at least 65% of its net, pre-tax profit projections. Such requirement may prevent or delay AmeriNet from taking actions to correct problems with Vista's management, and such inability may materially impair Vista's operations. Directors and Executive Officers of Registrant Ms. Teri E. Nadler and Scott B. Ugell are expected to be elected as members of the Registrant's board of directors at the annual meeting of stockholders currently expected to be held during May of 2000. The following table sets forth information concerning Vista's directors and executive officers. Name Age Position Teri E. Nadler 48 President & chief executive officer Scott B. Ugell 40 General counsel Jean Hickman 60 Treasurer and chief financial officer Alicia Torrealba 38 Secretary 19 All officers and directors are parties to employment agreements on a revolving one year basis, which call for them to be elected to their current positions. In addition, pursuant to the terms of the reorganization agreement between Vista and the Registrant, Vista's current management will have the right to elect a majority of the members of its board of directors for the foreseeable future, unless Vista fails to attain at least 65% of its net, pre-tax profit projections Biographies of Executive Officers and Directors Scott B. Ugell: Scott B. Ugell, age 40, has since November 1998, served as a member of Vista's Board of Directors, and also as its general counsel. Mr. Ugell is a practicing attorney, a member of the New York Bar, (since 1986) and a member of the Bar for the United States District Courts for the Southern and Eastern Districts of New York (since 1986). He is a graduate of Syracuse University, Syracuse, New York (B.S., 1982); and Hofstra University School of Law, (J.D., 1985). From 1986 to 1988 he served as Deputy Town Attorney in the town of Hempstead, New York. In 1989 he served as General Counsel for Autospa Corporation, a publicly held trading company, headquartered in Great Neck, New York. In 1990 he was the Assistant General Counsel for Pyramid Companies headquartered in Syracuse, New York. From 1989 to 1993 he served as General Counsel for Wavecrest Management, Ltd. headquartered in Whitestone, New York. From 1986 to the present he is a practicing attorney in New City, New York where he handles criminal law, real estate law, corporate law, family law, bankruptcy law, commercial and civil litigation. Since 1991 he has served as the Town Justice for Town of Clarkstown, Rockland County, New York where he handles various criminal, civil and commercial cases. At the Registrant's next monthly board of directors meeting it is anticipated that Mr. Ugell will be elected as a new member of the board of directors. Teri E. Nadler: Teri E. Nadler, age 48, has since November 1998, served as a member of Vista's Board of Directors, and also as its president and chief executive officer. She is a graduate of Nassau Community College, Long Island, New York (Associates Degree in Education, 1971); and attended Queens College, Queens, New York. From 1981 to 1991 she owned and operated Starship Travel, headquartered in East Setauket, New York. Starship was an independent retail agency which started one of the first "Cruise only" divisions within a full service agency. Mrs. Nadler was a founding member of NACOA, National Association of Cruise Only Agents and served as the vice president from 1984 to 1990. She was one of the first women to serve on the Cruise Lines Advisory Board and help create today's cruise market. From 1991 to 1994 she served as executive vice president of sales and marketing for South Florida Cruises, headquartered in Ft. Lauderdale, Florida. From 1994 to 1995 she served as executive vice president of sales and operations for 1-800-TAKE OFF, headquartered in Ft. Lauderdale, Florida. From 1995 to 1998 she served as executive vice president cruise department for Inteletravel, Inc., headquartered in Boca Raton and Ft. Lauderdale, Florida where she created and developed the cruise department. At the Registrant's next monthly board of directors meeting it is anticipated that Mrs. Nadler will be elected as a new member of the board of directors. 20 Jean Hickman: Jean Hickman, age 60, has since November 1998, served as executive vice president of operations and finance and Treasurer for the Registrant's subsidiary, Vista. From 1983 to 1985 she served as executive secretary and inside sales support for British Caledonian Airways, headquartered in Dallas, Texas. From 1985 to 1989 she served as assistant manger and senior travel consultant for American Express Travel headquartered in Plano, Texas. From 1989 to 1993 she was the owner of All Around Travel, headquartered in Plano, Texas. From 1993 to 1995 she served as floor manager for 1-800- TAKE OFF, headquartered in Ft. Lauderdale, Florida. From 1995 to 1998 she served as Executive Director of Operations for Inteletravel, Inc., headquartered in Boca Raton and Ft. Lauderdale, Florida where she was in charge of 25 in-house full travel sales personnel and developed and implemented all procedures and operations functions. Alicia Torrealba: Alicia Torrealba, age 38, has since November 1998, served as vice president of Vista's training program, and secretary for the Registrant's subsidiary, Vista. From 1984 to 1992 she served as Group and Tour representative for American Express Travel, headquartered in Caracas Venezuela. From 1993 to 1994 she served as travel agent for Travel Impressions, Inc., headquartered in Farmingdale, New York. From 1994to 1995 she served as cruise and travel agent for 1-800-TAKE OFF, headquartered in Ft. Lauderdale, Florida. From 1995 to 1996 she served as tour director for Nice Florida Tours, headquartered in Ft. Lauderdale, Florida. Relationships Among Officers and Directors Teri E. Nadler and Scott B. Ugell are brother and sister. No other relationships are known to exist among Vista officers and directors, or between any Vista officer or directors and any officers or directors of the Registrant. Executive Compensation The following table sets forth the aggregate compensation paid to Vista's Chief Executive Officer and four of Vista's other most highly compensated executive officers whose total annualized salary and bonus was $100,000 or more (the Chief Executive Officer and such other executive officers are sometimes referred to herein as the "Named Executive Officers") with respect to the years ended December 31, 1997 and 1998: 21 Summary Compensation Table The following compensation was received from Vista during calendar year 1999. Annual Compensation Awards Payouts Securities Name and Other Restricted Underlying Long Term All Principal Annual Stock Options & Stock Incentive Other Position Year Salary Bonus Compensation Awards Appreciation RighPayouts Compensation - -------- ---- ------ ----- ------------ ------ ------------------------ ------------ 1. 1999 (1) (1) 765 shares * * * * (2) 1999 * * 400 shares * * $8,000 (2) (3) 1999 (3) * 180 shares * * * * (4) 1999 (4) * 60 shares * * * * - ------
(1) Teri E. Nadler, president and chief executive officer. Ms. Nadler was paid $29,368.32 in salary during calendar year 1999, and also received substantial loans which were paid back at closing on the reorganization agreement with AmeriNet. (2) Scott B. Ugell, general counsel. Mr. Ugell received an $8,000 fee in conjunction with the organization of Vista. (3) Jean Hickman, treasurer. Ms. Hickman was paid $21,201.66 in salary during calendar year 1999, and also received substantial loans which were paid back at closing on the reorganization agreement with AmeriNet. (4) Alicia Torrealba, secretary. Ms. Torrealba was paid $10,917.26 in salary during calendar year 1999, and also received substantial loans which were paid back at closing on the reorganization agreement with AmeriNet. * None. Executive Compensation; Employment Agreements; Covenants-not-to-compete All of Vista's officers have employment agreements with Vista. Each of the agreements provides that the employee will not enter the employ of or serve as a consultant to, or in any way perform any services with or without compensation to, any other persons, business or organization without the prior consent of the President of Vista. They also contain non competition, non- circumvention and confidentiality covenants during the term of the agreement, all renewals thereof and for a period of two years after its termination. Teri E. Nadler: Ms. Nadler's employment agreement expires on June 30, 2001 but is automatically renewed unless specifically canceled by Vista or Ms. Nadler. Ms. Nadler has an annual base salary of $75,000, plus an annual bonus in a sum equal to 5% of Vista's pre-tax, net profits. Ms. Nadler is entitled to an aggregate of up to $12,000 per year in benefits comprised of car allowance, health insurance and disability insurance. Unless specifically otherwise authorized by Vista's board of directors, on a case by case basis, devote all of her business time exclusively to the affairs of Vista. Vista will defend, indemnify and hold Ms. Nadler harmless from all liabilities, suits, judgments, fines, penalties or disabilities, including expenses associated directly, therewith (e.g., legal fees, court costs, investigative costs, witness fees, etc.) resulting from any reasonable actions taken by Ms. Nadler in good faith on behalf of Vista, its affiliates or for other persons or entities at 22 the request of the board of directors of Vista, to the fullest extent legally permitted, and in conjunction therewith, will assure that all required expenditures are made in a manner making it unnecessary for Ms. Nadler to incur any out of pocket expenses; provided, however, that Ms. Nadler permits the majority stockholders of Vista to select and supervise all personnel involved in such defense and that Ms. Nadler waive any conflicts of interest that such personnel may have as a result of also representing Vista, its stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. Scott B. Ugell: Mr. Ugell's agreement is materially similar to Ms. Nadler's except that he does not receive any benefits, is permitted to engage in other business and professional activities dedicating only such time as is reasonable required for Vista's legal affairs and his compensation is the sum of $1,200 per month. Jean Hickman: Ms. Hickman's agreement is materially similar to Ms. Nadler's except that she receives only $8,000 in benefits per year comprised of car allowance and health insurance and her compensation is the sum of $60,000 per year. Alicia Torrealba: Ms. Hickman's agreement is materially similar to Ms. Nadler's except that she receives only $8,000 in benefits per year comprised of car allowance and health insurance and her compensation is the sum of $40,000 per year. In addition to the compensation described, each of the four officers is entitled to incentive stock options, as described below. Indemnification Agreements Vista has entered into employment agreements with each of its executive officers which contain indemnification provisions. The provisions require, among other things, that Vista indemnify its directors and executive officers to the fullest extent permitted by law, and advance to the directors and executive officers all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. Although the indemnification provisions offer substantially the same scope of coverage afforded by provisions in Vista's charter and bylaws, it provides greater assurance to directors and executive officers that indemnification will be available, because, as a contract, it cannot be modified unilaterally in the future by the board of directors or by AmeriNet as Vista's stockholder, to eliminate the rights it provides. 23 Vista has authority under Section 607.0850 of the Florida Business Corporation Act to indemnify its directors and officers to the extent provided in such statute. In general, Florida law permits a Florida corporation to indemnify its directors, officers, employees and agents, and persons serving at the corporation's request in such capacities for another enterprise, against liabilities arising from conduct that such persons reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. The provisions of the Florida Business Corporation Act that authorize indemnification do not eliminate the duty of care of a director, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Florida law. In addition, each director will continue to be subject to liability for (a) violations of the criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (b) deriving an improper personal benefit from a transaction; (c) voting for or assenting to an unlawful distribution; and (d) willful misconduct or a conscious disregard for the best interests of Vista in a proceeding by or in the right of Vista to procure a judgment in its favor or in a proceeding by or in the right of a shareholder. The statute does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws Vista's articles of incorporation provide that it shall indemnify its officers, directors, advisory directors and employees to the fullest extent permitted by law. Long-term Incentive Plan Pursuant to the terms of the reorganization agreement, AmeriNet has reserved 931,000 shares of AmeriNet Stock for future issuance through incentive stock options (as defined in Section 422 of the Code) granted in the employment agreements, provided, however, that rights to such shares will vest on an annual basis, subject to attainment of the following net, pre-tax profit projections determined in accordance with generally accepting accounting principles, consistently applied ("GAAP"): (1) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then the first 163,333 shares of AmeriNet Stock reserved for issuance in the event of exercise of the subject incentive stock options will vest; (2) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2000 and ending on June 30, 2002, then all rights to 457,333 (including the 163,333 shares vested, if any, on June 30, 2001) of the shares of AmeriNet Stock reserved for issuance in the event of exercise of the subject incentive stock options will vest; and (3) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then all 24 rights to all of the shares (including the shares vested, if any, on June 30, 2001 and June 30, 2002) of AmeriNet Stock reserved for issuance in the event of exercise of the subject incentive stock options will vest. (4) All rights to the incentive stock options in the subject employment agreements that have not vested as of July 1, 2003 will expire on such date, and no further rights of any kind thereto or to the underlying shares of AmeriNet common stock reserved for such purpose will exist thereafter, the reservation therefor terminating on such date. The 931,000 shares of AmeriNet Stock have been allocated as follows: Teri E. Nadler, 499,800 shares; Scott B. Ugell, 261,600 shares; Jean Hickman, 117,600 shares; Alicia Torrealba, 39,200 shares. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding the beneficial ownership of the AmeriNet Stock received by the former Vista stockholders, as of March 14. 2000, individually and as a group, as well as shares issued to a former creditor of Vista in consideration for extinguishment of all claims against Vista, including a $180,000 loan. All persons listed have sole voting and investment power with respect to their shares, unless otherwise indicated. Name and Address (1)(2) Percentage Of Beneficial Owner Shares Owned - ------------------- ------ ----- Teri E. Nadler 112,200 1.05% 6645 NW 48th Manor; Coral Springs, Florida 33062 Scott Ugell 58,674 0.55% 155 N. Main Street; New City, New York 10956 Jean Hickman 26,400 0.24% 3780 SW 19th Street; Fort Lauderdale, Florida 33312 Alicia Torrealba 8,800 0.08% 1985 South Ocean Drive, Apartment 11-A; Hallendale, Florida 33309 Karyn McKnight 2,926 0.02% 10020A Main Street, Suite 177; Bellevue, Washington 98004 Kenneth & Carol Nelson 11,000 0.10% 1625 3rd Street South; Naples, Florida 33942 Nellie Tippery 66,667 0.62% 219 E. Wiser Lake Road; Lyndon, Washington 98264 All former Vista stockholders and creditors as a group 286,667 2.66% 25 - ------ (1) In addition to the foregoing, the former Vista stockholders have the contingent right to receive up to 219,999 shares of AmeriNet Stock, subject to the following requirements: (A) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then Vista's former stockholders will be issued an aggregate of 36,667 of the additional shares; (B) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2001 and ending on June 30, 2002, then Vista's former stockholders will be issued an aggregate 102,666 of the additional shares (including the 36,667 that either were or could have been earned as of June 30, 2001); (C) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then Vista's former stockholders will be issued all of 219,999 of the additional shares (including the 102,666 that either were or could have been earned as of June 30, 2002); however, all rights to any of the additional shares not earned as of such date will thereupon expire. (D) The additional shares will be allocated among the Vista's Stockholder's, pro rata, based on their ownership of Vista's common stock immediately preceding the closing on the reorganization Agreement with AmeriNet. (2) In addition to the foregoing, 931,000 shares of AmeriNet Stock have been reserved for future issuance through incentive stock options (as defined in Section 422 of the Code) granted in Vista's officers' employment agreements, provided, however, that rights to such shares will vest on an annual basis, subject to attainment of the following net, pre-tax profit projections determined in accordance with GAAP: (A) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then the first 163,333 shares of AmeriNet Stock reserved for issuance in the event of exercise of the subject incentive stock options will vest; (B) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2000 and ending on June 30, 2002, then all rights to 457,333 (including the 163,333 shares vested, if any, on June 30, 2001) of the shares of AmeriNet Stock reserved for issuance in the event of exercise of the subject incentive stock options will vest; and 26 (C) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then all rights to all of the shares (including the shares vested, if any, on June 30, 2001 and June 30, 2002) of AmeriNet Stock reserved for issuance in the event of exercise of the subject incentive stock options will vest. (D) All rights to the incentive stock options in the subject employment agreements that have not vested as of July 1, 2003 will expire on such date, and no further rights of any kind thereto or to the underlying shares of AmeriNet common stock reserved for such purpose will exist thereafter, the reservation therefor terminating on such date. (E) The rights to the 931,000 shares of AmeriNet Stock have been allocated among Vista's officers, as follows: Teri E. Nadler, 499,800 shares; Scott B. Ugell, 261,600 shares; Jean Hickman, 117,600 shares; Alicia Torrealba, 39,200 shares. Certain Relationships and Related Transactions Since Vista's inception, it was a party to the following transactions in which: * a director or executive officer of Vista, * a nominee for election as a director, * a beneficial owner of ten percent or more of Vista's common stock, or * any member of the immediate family of any of the foregoing; had or will have a direct or indirect interest, and did not involve: rates or charges determined by competitive bids; services at rates or charges fixed by law or governmental authority; services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture; or, similar services: Relationship Nature of Interest Amount of Name To Vista In the Transaction Such Interest - ---- -------- ------------------ ------------ Scott A. Ugell Director Receipt of legal fees for $8,000 and general counsel organizational work Resignation of Ms. Penny Adams Field as a Member of the Registrant's Board of Directors Ms. Penny Adams Field, a member of the Registrant's board of directors and of its audit committee, submitted a letter of resignation dated March 1, 2000, which was addressed to Michael Harris Jordan, the Registrant's president. The board of directors intends to accept such resignation at its next meeting. Because it did not involve any disputes with the Registrant, Ms. Field's resignation is not reported under Item 6. The following is the text of Ms. Field's resignation letter: 27 "Dear Michael: As we discussed at the first of the year, I cannot continue to participate on the board of Amerinet Group due to the extreme demands that have been placed on me at Cigarette racing Team. I cannot predict when my responsibilities or schedule will lighten and therefore have had to discontinue all outside activity and devote myself to the corporate transition. I wish you and all of the board at Amerinet the best and success in all your endeavors." Item 7. Financial Statements and Exhibits. List below the financial statements, pro forma financial information and exhibits, if any, filed as a part of this report. (a) Financial statements of businesses acquired. As permitted by subsection (a)(4) of this Item, the Registrant will file the financial statements required by this item by amendment not later than 60 days after the date that this report on Form 8-K is being filed. The Registrant is including a minimal unaudited balance sheet and operating statement provided by Vista as an exhibit to the reorganization agreement as a component of such agreement, filed as an exhibit to this current report. (b) Pro forma financial information. As permitted by subsection (a)(4) of this Item, the Registrant will file the pro forma financial information required by this item by amendment not later than 60 days after the date that this report on Form 8-K is being filed. (c) Exhibits. Designation Page of Exhibit Number as Set Forth or Source of in Item 601 of Incorporation Regulation S-B By Reference Description (2) Plan of acquisition, reorganization, arrangement, liquidation or succession: .17 32 Reorganization Agreement dated March 12, 2000 between the Registrant and Vista. 28 (3) (i) Certificate or Articles of Incorporation: .4.vv 139 Current articles of incorporation for Vista, as amended to date. (ii) Bylaws: .5.vv 145 Current bylaws for Vista, as amended to date. (10) Material Contracts * Material agreements to which Vista is a party or by which its is bound: .1.vv 172 Commercial Lease dated December 9, 1998 between John A. Roschman and Vista for property located at 5653 NW 29th Street, Margate: Two year term ending December 31, 2000. .2.vv 182 BSFS Equipment Leasing of ICS phone system .3.vv 183 Xerox Equipment Lease dated 3/16/99. .4.vv 184 Xerox Equipment Lease dated 3/16/99 .5.vv 185 Xerox Equipment Lease dated 3/16/99 .6.vv 186 Shareholders Agreement and Irrevocable Proxy for Vista, dated November 13, 1998. .7.vv 200 Amended Shareholders Agreement dated September 28, 1999. .8.vv 202 Letter agreement removing security interest in Vista shares by Nellie Tippery, dated January 20, 2000. .9.vv 203 Security and Pledge Agreement dated November 14, 1998. .10.vv 207 Shareholders Agreement and Irrevocable Proxy dated January 17, 2000. .11.vv 218 Carnival Cruise Override Commission Agreement dated March 18, 1999. .12.vv 221 Letter, application and membership agreement form with Vacation.com. .13.vv 224 Agreement with Dale Everly Colson as Public Relations Consultant . .14.vv 225 Agreement for Professional Services between Vista and Wriwebs.com, Inc. .15.vv 229 Superseder & Conversion Agreement with Nellie Tippery. .16.vv 242 Promissory Note in favor of Nellie Tippery .16.vv 243 Cancellation of Promissory Note in favor of Nellie Tippery 29 Designation Page of Exhibit Number as Set Forth or Source of in Item 601 of Incorporation Regulation S-B By Reference Description .17.vv 244 Premium Finance Agreement dated February 2, 2000. .18.vv 248 Summary of the following insurance policies: Preferred National Insurance Company dated February 3, 2000. Group Health Insurance Policy with United Wisconsin Life Insurance Company dated June 1, 1999, through June 1,2000. Comp Options Workers Compensation and Employers Liability Policy dated December 12, 1999. .19.vv 250 Scott Ugell's Malpractice Insurance and Professional Liability Policy dated May 5, 1999 to May 1, 2000. .20.vv 251 Affiliate Agreement with Teri E. Nadler .21.vv 268 Affiliate Agreement with Alicia Torrealba .22.vv 285 Affiliate Agreement with Scott B. Ugell .23.vv 302 Affiliate Agreement with Ken Nelson & Carol Nelson .24.vv 319 Affiliate Agreement with Jean Hickman .25.vv 336 Affiliate Agreement with Karyn McKnight .26.vv 353 Affiliate Agreement with Nellie Tippery .27.vv 370 Employment Agreement with Teri Nadler .28.vv 381 Employment Agreement with Scott B. Ugell .29.vv 392 Employment Agreement with Alicia Torrealba .30.vv 403 Employment Agreement with Jean Hickman .31.vv 414 Independent Contractor Agreement with Karyn McKnight .32.vv 426 Confidentiality Agreement with Jay Lovins .33.vv 430 Confidentiality Agreement with Karyn McKnight .34.vv 434 Confidentiality Agreement with Trevor Grafflin (99) Additional Exhibits: .50 438 Resignation letter from Penny Adams Field - ------- * Included as exhibits to or in the schedules to the Reorganization Agreement dated March 12, 2000 between the Registrant and Vista filed herewith as exhibit 2.16. 30 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 28, 2000 AmeriNet Group.com, Inc /s/ Michael Jordan --------------------------------- Michael Jordan President 31 EX-2.17 2 REORGANIZATION AGREEMENT Reorganization Agreement By & Among AmeriNet Group.com, Inc., a Delaware corporation, and Vista Vacations International, Inc., a Florida corporation Table of Contents Article I: Plan of Reorganization 1.1 Definitions 1.2 Reorganization 1.3 Effect of the Reorganization 1.4 Articles of Incorporation & Bylaws 1.5 Directors and Officers 1.6 Maximum Shares to Be Issued & Effect on Capital Stock 1.7 Exchange of Certificates 1.8 No Further Ownership Rights in Vista Vacations' Securities 1.9 Lost, Stolen or Destroyed Certificates 1.10 Tax Consequences and Accounting Treatment 1.11 Taking of Necessary Action & Further Action Article II: Representations and Warranties of Vista Vacations 2.1 Organization of Vista Vacations 2.2 Vista Vacations' Capital Structure 2.3 Subsidiaries 2.4 Authority 2.5 Vista Vacations' Financial Statements 2.6 No Undisclosed Liabilities 2.7 No Changes 2.8 Tax and Other Returns and Reports 2.9 Restrictions on Business Activities 2.10 Title of Properties, Absence of Liens and Encumbrances and Condition of Equipment 2.11 Intellectual Property 2.12 Agreements, Contracts and Commitments 2.13 Interested Party Transactions 2.14 Governmental Authorization 2.15 Litigation 2.16 Accounts Receivable 2.17 Minute Books 2.18 Environmental and OSHA 2.19 Brokers' and Finders' Fees 2.20 Labor Matters 2.21 Insurance 2.22 Compliance with Laws 2.23 Complete Copies of Materials 2.24 Binding Agreements & No Default 2.25 Current Report on Form 8-K 2.26 FIRPTA 2.27 Employee Benefit Plans 2.28 Distribution Agreements 2.29 Vista Vacations' Stockholders 2.30 Representations Complete 32 Article III Representations And Warranties of AmeriNet 3.1 Organization, Standing and Power 3.2 Capital Structure 3.3 Authority 3.4 Exchange Act Reports & AmeriNet's Financial Statements 3.5 Broker's and Finders' Fees 3.6 Ownership of Vista Vacations' Common Stock 3.7 Litigation 3.8 Limited Activities 3.9 No Undisclosed Liabilities 3.10 No Changes 3.11 Tax and Other Returns and Reports 3.12 Environmental and OSHA 3.13 Representations Complete Article IV Conduct Prior to the Closing 4.1 Conduct of Business of Vista Vacations 4.2 No Solicitation 4.3 Conduct of Business of AmeriNet Article V Additional Agreements 5.1 Report on Form 8-K 5.2 No Meeting of Vista Vacations' Stockholders 5.3 Access to Information 5.4 Confidentiality 5.5 Expenses 5.6 Public Disclosure 5.7 Consents 5.8 Affiliate Agreements 5.9 Legal Requirements 5.10 Blue Sky Laws 5.11 Best Efforts, Additional Documents and Further Assurances 5.12 Employment Agreements 5.13 Investment by AmeriNet in Vista Vacations 5.14 Vista Vacations' Board of Directors 5.15 Additional Vista Vacations' Covenants Article VI Conditions to The Reorganization 6.1 Conditions to Obligations of Each Party to Effect the Reorganization 6.2 Additional Conditions to Obligations of Vista Vacations 6.3 Additional Conditions to the Obligations of AmeriNet Article VII Survival of Condition Subsequent, Representations and Warranties, Covenants and Escrow 7.1 Survival of Condition Subsequent, Representations and Warranties & Covenants 7.2 Escrow Arrangements 33 Article VIII Termination, Amendment And Waiver 8.1 Termination 8.2 Effect of Termination 8.3 Amendment 8.4 Extension & Waiver Article IX General Provisions 9.1 Interpretation 9.2 Notice 9.3 Merger of All Prior Agreements Herein 9.4 Survival 9.5 Severability 9.6 Governing Law 9.7 Indemnification 9.8 Dispute Resolution 9.9 Benefit of Agreement 9.10 Further Assurances 9.11 Counterparts 9.12 License Schedules Schedule 1.4 Vista Vacations' Constituent Documents Schedule 1.7(C) Vista Vacations' Final Stockholder Data Schedule 2.4(D) Conflicts with Obligations Schedule 2.5(A) Vista Vacations' Financial Statements Schedule 2.7 Changes Since Vista Vacations' Financial Statements Schedule 2.8(A) Tax Disclosure Schedule Schedule 2.10(A) Leased Real Property Schedule 2.10(C) Equipment Schedule 2.11 Intellectual Property Schedule 2.12 Contracts and Agreements Schedule 2.12(A)(12) Debt & Guarantee Instruments Schedule 2.13 Related Party Transactions Schedule 2.14 Governmental Authorization Schedule 2.15 Litigation Schedule 2.19 Brokers' and Finders' Fee Schedule 2.20 List of Employees Schedule 2.21 Insurance Schedule 2.27 Employee Benefit Plans Schedule 2.28 Distribution Agreements Schedule 4.1 Exceptions to Prohibited Pre- Closing Actions Schedule 5.7 Consents Schedule 5.8 Affiliates Schedule 5.12 List and Summary of Employment Agreements Schedule 5.13 Use of Proceeds Schedule 5.14 Projections Schedule 6.3(M) Non-accredited investors Exhibits Exhibit 1.2(D) Superseder & Conversion Agreement Exhibit 2.25 The Form 8-K Information Exhibit 5.8 Affiliate Agreements Exhibit 5.12 Copies of Employment Agreements Exhibit 6.2(D) AmeriNet Legal Opinion Exhibit 6.3(E) Vista Vacations Legal Opinion Exhibit 6.3(L) Confidentiality Agreements Exhibit 7.2(A) Escrow Allocation Information 34 Reorganization Agreement This Reorganization Agreement (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively); Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"); and, Teri Nadler, a Florida resident ("Ms. Nadler") on her own behalf and on behalf of all other holders of the common stock of Vista Vacations, each of whom has granted Ms. Nadler an irrevocable power of attorney coupled with an interest to execute this Agreement on their behalf (each such person being hereinafter collectively referred to with Ms. Nadler as the "Former Vista Vacations Stockholders" or generically as a "Former Vista Vacations Stockholder");" AmeriNet, Vista Vacations and the Former Vista Vacations Stockholders being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, the board of directors of AmeriNet and Vista Vacations believe it is in the best interests of each corporation and their respective stockholders that Vista Vacations become a wholly owned subsidiary of AmeriNet and, in furtherance thereof, have approved the Reorganization; and WHEREAS, pursuant to the terms of the Reorganization, as hereinafter set forth, among other things, all of the outstanding and reserved securities of Vista Vacations ("Vista Vacations' Securities") shall be exchanged for between 220,000 and 439,999 shares of AmeriNet's common stock, $0.01 par value ("AmeriNet's Common Stock"), depending on Vista Vacations' net, pre-tax profits during the fiscal period starting on July 1, 2000 and ending on June 30, 2003, as hereinafter described; and WHEREAS, the Parties intend that AmeriNet invest up to $650,000 within 300 days after completion of the Reorganization and the filing of required reports with the United States Securities and Exchange Commission (the "Commission"); and WHEREAS, Vista Vacations, AmeriNet and the Former Vista Vacations Stockholders desire to make certain representations and warranties and other agreements in connection with the Reorganization and their subsequent operating and business relationships; and WHEREAS, the Parties intend, by executing this Agreement, to adopt a plan of reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the "Code"): NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article I Plan of Reorganization 1.1 Definitions The following terms, whether or not initially capitalized, will have the meanings set forth below: 35 (A) 1999 10-KSB: AmeriNet's report on Commission Form 10-KSB for the fiscal year ended June 30, 1999. (B) Accredited Investor: A person or entity that meets the asset or income requirements for treatment as an accredited investor specified in Rule 501 of Commission Regulation D promulgated under the Securities Act (C) AmeriNet Exchange Share Number: 220,000 shares of AmeriNet's common stock, $0.01 par value, to be exchanged for 1,265 shares of Vista Vacations' Common stock, without par value. (D) Affiliate: An entity or person that controls, is controlled by or is under common control with another person. (E) AmeriNet Financial Statements: Financial statements, including all related schedules and the notes thereto, of AmeriNet included in the report on Commission Form 10-KSB for the period ended June 30, 1999, as amended; the reports on Commission Form 10-QSB filed subsequent to June 30, 1999 and the financial statements for subsidiaries subsequently acquired by AmeriNet included in current reports on Commission Form 8-K filed since the dates of the Subsequent Quarterly Reports (the "Subsequent Current Reports"); all such financial statements being hereinafter collectively and generically referred to as the "AmeriNet Financial Statements," (F) AmeriNet Schedules: The schedules referenced by the Section designations of this Agreement as to which they apply, annexed at the direction of AmeriNet to this Agreement and constituting a material component of this Agreement. (G) Capital Stock: The generic term used for equity securities, whether common, preferred or otherwise. (H) Closing: The event at which the exchange of all of the Vista Vacations securities will be exchanged for the AmeriNet Exchange Share Number of AmeriNet's Common Stock. (I) Closing Date: The date that the Closing takes place. (J) Commission: The United States Securities and Exchange Commission. (K) Code: The Internal Revenue Code of 1986, as amended. (L) Commercial Software Rights: Packaged commercially available software programs generally available to the public through retail dealers in computer software which have been licensed to end-user licenses and which are used in the licensee's business but are in no way a component of or incorporated in any of its products and related trademarks, technology and know-how. 36 (M) Escrow Number: The number of shares of AmeriNet Common Stock equal to the AmeriNet Exchange Share Number multiplied by twenty percent. (N) Escrow Agent: The Yankee Companies, Inc., a Florida corporation, or such other person designated for such role by AmeriNet. (O) Exchange Act: The Securities Exchange Act of 1934, as amended. (P) Exchange Act Reports: All reports filed by AmeriNet with the Commission pursuant to Sections 12(g), 13 and 15(d) of the Exchange Act. (Q) Exchange Agent: The person or entity responsible, following the Closing, for issuing and delivering the Initial AmeriNet Stock Exchanged to Vista Vacations' Stockholders. (R) Exchange Ratio: The quotient obtained by dividing the AmeriNet Exchange Share Number by the Vista Vacations Exchange Share Number. (S) GAAP: Generally accepted accounting principles, consistently applied. (T) Initial AmeriNet Stock Exchanged: The 220,000 shares of AmeriNet's Common Stock to be issued to Vista Vacations' Stockholders immediately following the Closing, without regard to Vista Vacations' future performance. (U) Initial Funding Installment: The sum of $125,000 payable to the order of Vista Vacations in satisfaction of AmeriNet's commitment under Section 5.13(A) of this Agreement but to be expended solely as provided for in such Section. (V) IRS: The United States Internal Revenue Service. (W) Knowledge: When used to qualify a representation or warranty, the word "knowledge" or any derivations or variations thereof, whether in the form of a word or phrase, shall mean knowledge after reasonable inquiry by an executive officer of the legal entity on whose behalf the assertion is made and will include information that such legal entity should have had in the exercise of reasonable diligence. (X) Material: When used to qualify a representation or warranty, the word "material" or any derivations or variations thereof, whether in the form of a word or phrase, shall mean a variance that could have negatively affected a decision by a reasonably prudent person to engage in the transactions contemplated by this Agreement, and shall be measured both on the occasion in which such term is referenced as well as on an aggregate basis with other similar matters. 37 (Y) NASD: The National Association of Securities Dealers, Inc., a Delaware corporation and self regulatory organization registered with the Commission. (Z) OTC Bulletin Board: The over the counter electronic securities market operated by the NASD. (AA) Performance Shares: Up to 219,999 shares of AmeriNet's Common Stock to be issued to Vista Vacations' Stockholders in the future, based on the performance of Vista Vacations during the period Starting on July 1, 2000 and ending on June 30, 2003. (BB) Securities Act: The Securities Act of 1933, as amended. (CC) Subsequent Current Reports: AmeriNet's reports on Commission Form 8-K filed after the Subsequent Quarterly Reports but prior to the date of this Agreement. (DD) Subsequent Quarterly Reports: AmeriNet's reports on Commission Form 10-QSB for the quarterly periods following the 1999 10-KSB filed prior to the date of this Agreement. (EE) Substantial Compliance: Compliance which the Party for whose benefit or at whose request an act is performed, or for whose benefit or at whose request an act is refrained from could under the circumstances be reasonably expected to accept as full compliance. (FF) Tax: For the purposes of this Agreement, a "Tax" or, collectively, "Taxes," means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts. (GG) Ten-Day Average Price: The average closing transaction price of a share of AmeriNet's publicly traded Common Stock for the ten most recent days that AmeriNet Common Stock has traded ending on the trading day prior to the date in question, as reported on the OTC Bulletin. (HH) Vista Vacations Exchange Share Number: The 1,265 shares of Vista Vacations' Common Stock outstanding immediately prior to the Closing. (II) Vista Vacations' Financial Statements: Vista Vacations's unaudited financial statements (balance sheets, income statements and related schedules and footnotes) as of and for the fiscal year ending December 31, 1999, prepared in conformity with GAAP. 38 (JJ) Vista Vacations Schedules: The schedules referenced by the Section designations of this Agreement as to which they apply, annexed at the direction of Vista Vacations to this Agreement and constituting a material component of this Agreement. (KK) Vista Vacations Stockholders: Stockholders of Vista Vacations at the time immediately preceding the Closing, collectively and generically, despite the fact that after the Closing they will not hold any Vista Vacations securities. (LL) Additional defined terms are specified in certain sections and subsections below and are characterized by the use of initial letter capitalization. 1.2 Reorganization (A) The Reorganization. (1) At the Closing on this Agreement all of the Vista Vacations' Stockholders will exchange all of their Vista Vacations securities, being an aggregate of 1,265 shares of common stock, without par value (the remaining 235 shares being unreserved treasury shares), for 220,000 shares of AmeriNet Common Stock. (2) The Initial AmeriNet Stock Exchanged shall be allocated among Vista Vacations' Stockholders in proportion to their holdings of Vista Vacations common stock immediately prior to the Closing. (3) (a) In addition to the Initial AmeriNet Stock Exchanged, AmeriNet shall reserve 219,999 shares of its common stock, $0.01 par value (the Performance Shares), to be issued to the former Vista Vacations Stockholders, on the following terms and subject to the following requirements: (i) If Vista Vacations earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then Vista Vacations' Stockholders shall be issued an aggregate of 36,667 of the Performance Shares; (ii) If Vista Vacations earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2001 and ending on June 30, 2002, then Vista Vacations' Stockholders shall be issued an aggregate 102,666 of the Performance Shares (including the 36,667 that either were or could have been earned as of June 30, 2001); (iii) If Vista Vacations earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then Vista Vacations' Stockholders shall be issued all of 219,999 of the Performance Shares (including the 102,666 that either were or could have been earned as of June 30, 2002); however, all rights to any of the Performance Shares not earned as of such date shall thereupon expire. 39 (b) The Performance Shares will be allocated among the Vista Vacations' Stockholder's, pro rata, based on their ownership of Vista Vacations' Common Stock immediately preceding the Closing, will be reserved for future issuance immediately following the Closing and will be issued within 30 days after AmeriNet's audit for the subject fiscal year confirming the calculations called for. (B) As promptly as practicable after the satisfaction or waiver of the conditions set forth in Article VI, the Parties shall cause the Reorganization to be consummated by effecting the exchange all of Vista Vacations' Common Stock for the Initial AmeriNet Stock Exchanged. (C) The Closing Date and time of the Reorganization shall be the date and time on which the Closing of this Reorganization Agreement is consummated. (D) (1) At the Closing the Parties shall exchange all closing documentation, certificates, resolutions, exhibits, schedules and opinions called for by this Agreement, and (a) Ms. Nellie Tippery, a creditor of Vista Vacations, will irrevocably convert all of Vista Vacations' liabilities to her or her affiliates, including, without limitation, loans aggregating at least $180,000, into the right to receive 66,667 shares of AmeriNet Common Stock, as provided for in the form of superseder and conversion agreement annexed hereto and made a part hereof as exhibit 1.2(D); (b) All stockholders of Vista Vacations other than Ms. Nadler shall have repaid Vista Vacations all debts theretofore owed by them to Vista Vacations (either in the form of loans to stockholders or advances to employees, consultants or independent contractors), including debts aggregating at least $86,000 as heretofore represented to AmeriNet by having tendered an aggregate of 235 shares of their Vista Vacations Common Stock back to Vista Vacations prior to closing; (c) Ms. Nadler shall repay her $25,000 debt to Vista Vacation from an equivalent debt owed to her by Vista Vacations using a portion of the hereinafter defined Initial Funding Installment by AmeriNet; (d) The Honorable Scott Ugell, who serves as a director of Vista Vacations and as its general counsel, shall be paid the sum of $25,000 using a portion of the hereinafter defined Initial Funding Installment by AmeriNet, representing a one time payment for his agreement to serve as Vista Vacations's general counsel and to provide all legal services that it may require until June 30, 2005, at a monthly fee of $1,200; (e) All of Vista Vacations' outstanding securities (being solely 1,265 shares of its Common Stock) shall be exchanged with AmeriNet for 220,000 shares of AmeriNet Common Stock; provided that delivery of the certificates for the Initial AmeriNet Stock Exchanged shall be made directly to Vista Vacations' Stockholders by AmeriNet's stock transfer agent after the Closing; and (f) AmeriNet will tender its check for the Initial Funding Installment. 40 1.3 Effect of the Reorganization. At the Closing, the effect of the Reorganization shall be that Vista Vacations' shall become a wholly owned subsidiary of AmeriNet and that the stockholders of Vista Vacations immediately prior to the Closing shall become stockholders of AmeriNet at the Closing, with no further rights, title or interest in Vista Vacations, other than indirectly as stockholders of AmeriNet. 1.4 Articles of Incorporation & Bylaws. Unless otherwise determined by AmeriNet prior to the Closing Date, the articles of incorporation and bylaws of Vista Vacations shall be amended to conform with those included in Schedule 1.4. 1.5 Directors and Officers. Subject to the requirements of Section 5.14, the directors of Vista Vacations shall continue in office following the Reorganization until their respective successors are duly elected or appointed and qualified, in accordance with the requirements of this Agreement. 1.6 Maximum Shares to Be Issued & Effect on Capital Stock. (A) The number of shares of AmeriNet Common Stock to be issued in exchange for all of the Vista Vacations Common Stock (the only Vista Vacations securities to be outstanding or reserved at the Closing) shall be 439,999, 220,000 of which shall be issued by the Exchange Agent following the Closing, and up to 219,999 may be issued, subject to Vista Vacations' net, pre tax profits during the period starting on July 1, 2000 and ending on June 30, 2003 (as hereinbefore established). (B) Adjustments to Exchange Ratio. The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into AmeriNet Common Stock or Vista Vacations' Common Stock), reorganization, recapitalization or other like change with respect to AmeriNet Common Stock or Vista Vacations' Common Stock occurring after the date hereof and prior to the Closing. (C) Fractional Shares. No fraction of a share of AmeriNet Common Stock will be issued, but in lieu thereof each holder of shares of Vista Vacations' Common Stock who will otherwise be entitled to a fraction of a share of AmeriNet Common Stock (after aggregating all fractional shares of AmeriNet Common Stock to be received by such holder) shall be entitled to receive from AmeriNet a whole share of AmeriNet Common Stock. 1.7 Exchange of Certificates. (A) Exchange Agent. Unless modified by AmeriNet prior to the Closing Date, Liberty Transfer Co., Inc., of Huntington, New York, AmeriNet's current transfer agent, shall serve as the Exchange Agent. (B) AmeriNet to Provide Common Stock. Promptly after the Closing, AmeriNet shall make available to the Exchange Agent for exchange in accordance with this Article I the shares of AmeriNet Common Stock issuable pursuant to Section 1.6 in exchange for all of the outstanding shares of Vista Vacations' Common Stock. 41 (C) Exchange Procedures. (1) All certificates for shares of Vista Vacations' outstanding common Stock shall be tendered to AmeriNet at the Closing, with medallion signature guarantees or otherwise in proper form for immediate transfer to the order of AmeriNet, whereupon AmeriNet shall issue instructions to the Exchange Agent to issue shares of AmeriNet's Common Stock, in the quantities and names set forth in Schedule 1.7(C), subject to the escrow requirements of Article VII. (2) As soon as practicable after the Closing, and subject to and in accordance with the provisions of Article VII hereof, AmeriNet shall cause to be distributed to the Escrow Agent a certificate or certificates representing that number of shares of AmeriNet Common Stock equal to the Escrow Number which shall be registered in the name of the Escrow Agent. (4) Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund but shall be available to compensate AmeriNet for certain damages as provided in Article VII. (D) Transfers of Ownership. If any certificate for shares of AmeriNet Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to AmeriNet or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for shares of AmeriNet Common Stock in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of AmeriNet or any agent designated by it that such Tax has been paid or is not payable. (E) No Liability. Notwithstanding anything to the contrary in this Section 1.7, none of the Exchange Agent, AmeriNet, Vista Vacations or any other Party shall be liable to a holder of shares of AmeriNet Common Stock or Vista Vacations' Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. 1.8 No Further Ownership Rights in Vista Vacations' Securities. (A) All shares of AmeriNet Common Stock issued upon the surrender for exchange of shares of Vista Vacations' Common Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Vista Vacations' Common Stock, and there shall be no further registration of transfers on the records of Vista Vacations, of shares of Vista Vacations' Capital Stock which were outstanding immediately prior to the Closing. (B) If, after the Closing, Certificates are presented to Vista Vacations, for any reason, they shall be canceled and exchanged as provided in this Article I. 42 1.9 Lost, Stolen or Destroyed Certificates. In the event any certificates evidencing shares of Vista Vacations' Common Stock shall have been lost, stolen or destroyed, Vista Vacations' transfer agent or share registrar shall, prior to the Closing, have issued in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of its Common Stock as may have been required pursuant to Section 1.6; provided, however, that AmeriNet may, in its discretion and as a condition precedent to the issuance of the shares of AmeriNet Common Stock to be exchanged therefor, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against AmeriNet or the Exchange Agent with respect to the certificates alleged to have been lost, stolen or destroyed. 1.10 Tax Consequences and Accounting Treatment. (A) It is intended by the Parties that the Reorganization shall constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Code and the Parties agree that if modification of the terms of this Agreement in a non-material manner to attain such qualification is necessary, they will negotiate in good faith to make such required modifications. (B) The Parties understand that because of the inclusion of contingencies in determining the quantity of AmeriNet's Common Stock being exchanged for Vista Vacations' Common Stock, the reorganization will not qualify for accounting as a pooling of interests but rather, must be accounted for under the purchase method. 1.11 Taking of Necessary Action: Further Action. If, at any time after the Closing, any such further action is necessary or desirable to carry out the purposes of this Agreement including, without limitation the vesting in AmeriNet of full right, title and possession to all of Vista Vacations' Capital Stock; or, compliance with the requirements of Code Section 368(a)(1)(B); the officers and directors of AmeriNet and Vista Vacations are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action. Article II Representations and Warranties of Vista Vacations Vista Vacations hereby represents and warrants to AmeriNet, as a material inducement to its entry into this Agreement, subject to the exceptions specifically disclosed in the Vista Vacations Schedules, as follows: 2.1 Organization of Vista Vacations. (A) Vista Vacations is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. (B) Vista Vacations has the corporate power to own its property and to carry on its business as now being conducted and as proposed to be conducted by Vista Vacations. (C) Vista Vacations is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a material adverse effect on the business, assets (including intangible assets), financial condition, or results of operations of Vista Vacations. 43 (D) Vista Vacations has delivered a true and correct copy of its articles of incorporation and bylaws (or similar governing instruments), each as amended to date, to counsel for AmeriNet. 2.2 Vista Vacations' Capital Structure. (A) The authorized Capital Stock of Vista Vacations consists of 1,500 shares of Common Stock, without par value; (B) There are 1,265 shares of Vista Vacations Common Stock issued and outstanding, held by the persons, and in the amounts, set forth on Schedule 1.7(C), 235 shares previously outstanding having been returned to Vista Vacations' treasury by the holders as payment for the $61,000 owed by them to Vista Vacations. (C) All outstanding shares of Vista Vacations Capital Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, the articles of incorporation or bylaws of Vista Vacations or any agreement to which Vista Vacations is a party or is bound. (D) Vista Vacations has no other outstanding or securities reserved for issuance for any purpose, there being no other obligations directly or indirectly obligating Vista Vacations to issue any of its securities to any person for any purpose, there are no other options, warrants, calls, rights, commitments or agreements of any character to which Vista Vacations is a party or by which it is bound obligating Vista Vacations to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Vista Vacations Capital Stock or obligating Vista Vacations to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. 2.3 Subsidiaries. Vista Vacations has no subsidiaries or affiliated companies and does not otherwise own any shares of stock or any interest in, or control, directly or indirectly, any other corporation, partnership, association, joint venture or business entity. 2.4 Authority. (A) Vista Vacations has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (B) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Vista Vacations. (C) This Agreement has been duly executed and delivered by Vista Vacations and subject to the proper authorization of this Agreement by AmeriNet's board of director and its due execution and delivery by AmeriNet to Vista Vacations, constitutes the valid and binding obligation of Vista Vacations. (D) The execution and delivery of this Agreement by Vista Vacations does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a material benefit under (i) any provision of the articles of incorporation or bylaws of Vista Vacations or (ii) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Vista Vacations or its properties or assets. 44 (E) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Governmental Entity"), is required by or with respect to Vista Vacations in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state and federal securities laws (notification on Form D) and the laws of any foreign country. 2.5 Vista Vacations' Financial Statements. (A) Schedule 2.5(A) includes Vista Vacations' Financial Statements. (B) Vista Vacations' Financial Statements are complete and correct in all material respects and have been prepared in accordance GAAP throughout the periods indicated. (C) Vista Vacations' Financial Statements present fairly the financial condition and operating results of Vista Vacations as of the dates and during the periods indicated therein, subject to normal year-end audit adjustments, which will not be material in the aggregate. (D) The unaudited balance sheet of Vista Vacations as of December 31, 1999 is hereinafter referred to as "Vista Vacations' Balance Sheet." (E) Vista Vacations' financial statements can and will be audited, at Vista Vacations' expense, as required to comply with the requirements for material acquisitions under Commission Regulation S-B in a manner permitting AmeriNet to comply with its obligation under the Securities Act and the Exchange Act in conjunction therewith. 2.6 No Undisclosed Liabilities. Vista Vacations does not have any material liabilities or obligations, either accrued or contingent (whether or not required to be reflected in financial statements in accordance with generally accepted accounting principles), and whether due or to become due, which individually or in the aggregate, (i) have not been reflected in the Vista Vacations Balance Sheet (including the notes thereto) or (ii) have not been specifically described in this Agreement or in the Vista Vacations Schedules. 2.7 No Changes. Except as specifically disclosed in Schedule 2.7, since the date of Vista Vacations' Financial Statements there has not been, occurred or arisen any: (A) Transaction by Vista Vacations except in the ordinary course of business as conducted on that date; (B) Capital expenditure by Vista Vacations, either individually or in the aggregate, exceeding $5,000; (C) Destruction, damage to, or loss of any assets (including without limitation intangible assets) of Vista Vacations (whether or not covered by insurance), either individually or in the aggregate, exceeding $5,000; 45 (D) Labor trouble or claim of wrongful discharge, sexual harassment or other unlawful labor practice or action; (E) Change in accounting methods or practices (including any change in depreciation or amortization policies or rates, any change in policies in making or reversing accruals, or any change in capitalization of software development costs) by Vista Vacations; (F) Declaration, setting aside, or payment of a dividend or other distribution in respect to the shares of Vista Vacations, or any direct or indirect redemption, purchase or other acquisition by Vista Vacations of any of its shares; (G) Increase in the salary or other compensation payable or to become payable by Vista Vacations to any of its officers, directors or employees, or the declaration, payment, or commitment or obligation of any kind for the payment, by Vista Vacations, of a bonus or other additional salary or compensation to any such person; (H) Acquisition, sale or transfer of any asset of Vista Vacations except in the ordinary course of business; (I) Formation, amendment or termination of any distribution agreement or any material contract, agreement or license to which Vista Vacations is a party, other than termination by Vista Vacations pursuant to the terms thereof; (J) Loan by Vista Vacations to any person or entity, or guaranty by Vista Vacations of any loan except for expense advances in the ordinary course of business consistent with past practice; (K) Waiver or release of any material right or claim of Vista Vacations, including any write-off or other compromise of any material account receivable of Vista Vacations; (L) The notice or, to Vista Vacations' knowledge, commencement or threat of commencement of any governmental proceeding against or investigation of Vista Vacations or its affairs; (M) Other event or condition of any character that has or would, in Vista Vacations' reasonable judgment, be expected to have a Material Adverse Effect on Vista Vacations; (N) Issuance, sale or redemption by Vista Vacations of any of its shares or of any other of its securities other than issuances of shares of Common Stock pursuant to outstanding Options and Warrants; (O) Change in pricing or royalties set or charged by Vista Vacations except for discounts extended in the ordinary course of business consistent with past practice; or (P) Negotiation or agreement by Vista Vacations to do any of the things described in the preceding clauses (A) through (O) (other than negotiations with AmeriNet and its representatives regarding the transactions contemplated by this Agreement). 46 2.8 Tax and Other Returns and Reports. (A) Tax Returns and Audits. (1) Vista Vacations has accurately prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes relating or attributable to Vista Vacations or its operations (2) The Returns are true and correct in all material respects and have been completed in accordance with applicable law in all material respects. (3) Vista Vacations has timely paid all Taxes required to be paid with respect to such Returns and has withheld with respect to its employees all federal and state income Taxes, FICA, FUTA and other Taxes it is required to withhold. (4) The accruals for Taxes on the books and records of Vista Vacations are sufficient to discharge the Taxes for all periods (or the portion of any period) ending on or prior to the Closing Date. (5) Vista Vacations has not been delinquent in the payment of any Tax nor, except as set forth in Schedule 2.8(A), is there any Tax deficiency outstanding, proposed or assessed against Vista Vacations, nor has Vista Vacations executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (6) (a) No audit or other examination of any Return of Vista Vacations is presently in progress. Except as set forth in Schedule 2.8(A), Vista Vacations does not have any liabilities for unpaid federal, state, local and foreign Taxes, whether asserted or unasserted, known or unknown, contingent or otherwise and Vista Vacations has no knowledge of any basis for the assertion of any such liability attributable to Vista Vacations, or their respective assets or operations. (b) Vista Vacations is not (nor has it ever been) required to join with any other entity in the filing of a consolidated Tax return for federal Tax purposes or a consolidated or combined return or report for state Tax purposes. (7) Vista Vacations is not a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement. (8) Vista Vacations has provided, or made available, to AmeriNet or its legal counsel copies of all federal, provincial and state income and all sales and use Tax Returns of Vista Vacations for all periods since its date incorporation. 47 (9) There are (and as of immediately following the Closing Date there will be) no liens on the assets of Vista Vacations relating to or attributable to Taxes. (10) Vista Vacations has no knowledge of any basis for the assertion of any Tax claim which, if adversely determined, would result in liens on the assets of Vista Vacations. (11) Vista Vacations has no property which is being sold, conveyed or transferred pursuant to this Agreement which in the hands of AmeriNet would be treated as being owned by persons other than AmeriNet pursuant to Section 168(f)(8) of the Internal Revenue Code of 1954 as in effect immediately prior to the enactment of the Tax Reform Act of 1986, or any analogous provisions of any state law. (12) None of the assets of Vista Vacations are treated as "Tax-exempt use property" within the meaning of Section 168(h) of the Code. (13) There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Vista Vacations that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 162 or 404 of the Code. (B) No Penalty. Vista Vacations is not subject to any penalty by reason of a violation of any order, rule or regulation of, or a default with respect to any return, report or declaration required to be filed with, any Governmental Entity to which it is subject, which violations or defaults, individually or in the aggregate, would have a material adverse effect on Vista Vacations. 2.9 Restrictions on Business Activities. There is no agreement (assuming the Parties thereto other than Vista Vacations performed their respective obligations thereunder as required), judgment, injunction, order or decree binding upon Vista Vacations which has or could reasonably be expected to have the effect of materially prohibiting or materially impairing any business practice of Vista Vacations, any acquisition of property by Vista Vacations or the conduct of business by Vista Vacations as currently conducted or as currently proposed to be conducted. 2.10 Title of Properties: Absence of Liens and Encumbrances: Condition of Equipment. (A) (1) Vista Vacations owns no real property. (2) Schedule 2.10(A) sets forth a true and complete list of all real property leased by Vista Vacations and the aggregate annual rental or other fee payable under any such lease. (3) To the knowledge of Vista Vacations, all such leases are in good standing, valid and effective in accordance with their respective terms, and there is not with respect to Vista Vacations under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default and in respect of which Vista Vacations has not taken adequate steps to prevent such default from occurring), except where the lack of such good standing, validity and effectiveness or the existence of such default or event of default would not have a material adverse effect on Vista Vacations. 48 (B) Vista Vacations holds good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used in its business, free and clear of any liens, charges, pledges, security interests or other encumbrances, except as reflected in Vista Vacations' Financial Statements and except for such imperfections of title and encumbrances, if any, which are not substantial in character, amount or extent, and which do not materially detract from the value, or interfere with the present use, of the property subject thereto or affected thereby. (C) (1) The equipment owned or leased by Vista Vacations is listed in Schedule 2.10(C) (the "Equipment"), except individual pieces of equipment owned by Vista Vacations with an individual value of less than $100. (2) To the knowledge of Vista Vacations, the Equipment is, taken as a whole: (a) Adequate for the conduct of the business of Vista Vacations consistent with its past practice; (b) Suitable for the uses to which it is currently employed; (c) In good operating condition; (d) Regularly and properly maintained, reasonable wear and tear excepted; and (e) Not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the ordinary course of business. 2.11 Intellectual Property. (A) (1) Vista Vacations owns, or is licensed to use, all patents, trademarks, trade names, service marks, copyrights, and any applications therefor, maskworks, net lists, schematics, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material (excluding Commercial Software Rights as defined in paragraph [B] below) that are used or currently proposed to be used in the business of Vista Vacations as currently conducted or as currently proposed to be conducted ("Vista Vacations' Intellectual Property Rights"). (2) Schedule 2.11 sets forth a complete list of all patents, trademarks, registered and material unregistered copyrights, trade names and service marks, and any applications therefor, included in Vista Vacations Intellectual Property Rights, and specifies the jurisdictions in which each such Vista Vacations' Intellectual Property Right has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners, together with a list of all of Vista Vacations' currently marketed software products and an indication as to which, if any, of such software products have been registered for copyright protection with the United States Copyright Office and any foreign offices and by whom such items have been registered. 49 (3) (a) Schedule 2.11 also sets forth a complete list of (i) any requests Vista Vacations has received to make any such registration, including the identity of the requestor and the item requested to be so registered, and the jurisdiction for which such request has been made and (ii) all licenses, sublicenses and other agreements as to which Vista Vacations is a party and pursuant to which Vista Vacations or any other person is authorized to use any Vista Vacations' Intellectual Property Right or other trade secret material to Vista Vacations, and includes the identity of all parties thereto, a description of the nature and subject matter thereof, the applicable royalty and the term thereof. (b) Vista Vacations is not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, in violation of any license, sublicense or agreement described on such list. (4) Vista Vacations is the sole and exclusive owner or licensee of, with all right, title and interest in and to (free and clear of any liens or encumbrances), Vista Vacations Intellectual Property Rights, and has sole and exclusive rights (and is not contractually obligated to pay any compensation to any third party in respect thereof) to the use thereof or the material covered thereby in connection with the services or products in respect of which Vista Vacations Intellectual Property Rights are being used. (5) To the knowledge of Vista Vacations, no claims with respect to Vista Vacations Intellectual Property Rights have been asserted or are threatened by any person, nor, to the knowledge of Vista Vacations, is there any valid grounds for any bona fide claims (i) to the effect that the manufacture, sale, licensing or use of any product as now used, sold or licensed or proposed for use, sale or license by Vista Vacations infringes on any copyright, patent, trade mark, service mark or trade secret, (ii) against the use by Vista Vacations of any trademarks, trade names, trade secrets, copyrights, patents, technology, know-how or computer software programs and applications used in Vista Vacations' business as currently conducted or as proposed to be conducted, or (iii) challenging the ownership, validity or effectiveness of any of Vista Vacations Intellectual Property Rights. (6) All trademarks, service marks and copyrights held by Vista Vacations are valid and subsisting. (7) To the knowledge of Vista Vacations, there is no material unauthorized use, infringement or misappropriation of any of Vista Vacations Intellectual Property Rights by any third party, including any employee or former employee of Vista Vacations. (8) Vista Vacations has not been sued or charged as a defendant in any claim, suit, action or proceeding which involves a claim of infringement of any patents, trademarks, service marks, copyrights or violation of any trade secret or other proprietary right of any third party and which has not been finally terminated prior to the date hereof nor does it have any knowledge of any such charge or claim, and there is not any infringement liability with respect to, or infringement or violation by, Vista Vacations of any patent, trademark, service mark, copyright, trade secret or other proprietary right of another. 50 (9) To Vista Vacations' knowledge, no Vista Vacations' Intellectual Property Right or product of Vista Vacations is subject to any outstanding order, judgment, decree, stipulation or agreement restricting in any manner the licensing thereof by Vista Vacations. (10) There is no outstanding order, judgment, decree or stipulation on Vista Vacations, and Vista Vacations is not party to any agreement, restricting in any manner the licensing of Vista Vacations' products by Vista Vacations. (11) Vista Vacations has not entered into any agreement to indemnify any other person against any charge of infringement of any Vista Vacations' Intellectual Property Right. (12) Each current and former employee of and consultant to Vista Vacations has signed a confidentiality agreement substantially in Vista Vacations' standard form as certified by Vista Vacations, delivered to AmeriNet and included in Schedule 2.12. (B) (1) To the best of Vista Vacations' knowledge, Vista Vacations has not breached or violated the terms of its license, sublicense or other agreement relating to any Commercial Software Rights and has a valid right to use such Commercial Software Rights and has a valid right to use such Commercial Rights under such license and agreements. (2) Vista Vacations is not, nor will it be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, in violation of any license, sublicense or agreement relating to Commercial Software Rights. (3) No claims with respect to the Commercial Software Rights have been asserted or, to the knowledge of Vista Vacations, are threatened by any person against Vista Vacations, nor to the knowledge of Vista Vacations is there any valid grounds for any bona fide claims (i) to the effect that the manufacture, sale, licensing or use of any product as now used, sold or licensed or proposed for use, sale or license by Vista Vacations infringes on any copyright, patent, trade mark, service mark or trade secret, (ii) against the use by Vista Vacations of any trademarks, trade names, trade secrets, copyrights, patents, technology, know-how or computer software programs and applications used in Vista Vacations' business as currently conducted or as proposed to be conducted, or (iii) challenging the validity or effectiveness of any of Vista Vacations' rights to use Commercial Software Rights. (4) To the knowledge of Vista Vacations, there is no material unauthorized use, infringement or misappropriation of any of the Commercial Software Rights by Vista Vacations or any employee or former employee of Vista Vacations during the period of their employment. (5) To the knowledge of Vista Vacations, no Commercial Software Right is subject to any outstanding order, judgment, decree, stipulation or agreement restricting in any manner the use thereof by Vista Vacations. 51 2.12 Agreements, Contracts and Commitments. (A) Except as specifically disclosed in Schedule 2.12, Vista Vacations does not have, is not a party to nor is it bound by: (1) Any collective bargaining agreements; (2) Any agreements that contain any unpaid severance liabilities or obligations; (3) Any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (4) Any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, not terminable by Vista Vacations on thirty days notice without liability, except to the extent general principles of wrongful termination law may limit Vista Vacations' ability to terminate employees at will; (5) Any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (6) Any fidelity or surety bond or completion bond; (7) Any lease of personal property having a value individually in excess of $2,000; (8) Any agreement of indemnification or guaranty not entered into in the ordinary course of business; (9) Any agreement, contract or commitment containing any covenant limiting the freedom of Vista Vacations to engage in any line of business or compete with any person; (10) Any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $2,000 in any single instance or $10,000 in the aggregate; (11) Any agreement, contract or commitment relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (12) Any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in Schedule 2.12(A)(12) hereof; 52 (13) Any purchase order or contract for the purchase of raw materials or acquisition of assets involving $1,000 or more in any single instance or $10,000 or more in the aggregate; (14) Any construction contracts; (15) Any distribution, joint marketing or development agreement; (16) Any other agreement, contract or commitment which involves $1,000 or more in any single instance or more than $10,000 in the aggregate and is not cancelable without penalty within thirty (30) days other than standard end-user licenses of Vista Vacations' products and services in the ordinary course of business consistent with past practice, or (17) Any agreement which is otherwise material to Vista Vacations' business. (B) (1) Vista Vacations has not breached, or received any claim or threat that it has breached, any of the terms or conditions of any agreement, contract or commitment to which it is bound (including those set forth in any of Vista Vacations Schedules) in such manner as would permit any other party to cancel or terminate the same. (2) Each agreement, contract or commitment required to be set forth in any of Vista Vacations Schedules is in full force and effect (assuming such agreement, contract or commitment has been duly authorized, executed and delivered by the other party or parties thereto) and, except as otherwise disclosed or defaults fully remedied or resolved, is not subject to any material default thereunder of which Vista Vacations has knowledge by any party obligated to Vista Vacations pursuant thereto. 2.13 Interested Party Transactions. Except as specifically disclosed in Schedule 2.13, no officer, director or stockholder of Vista Vacations (nor any parent, sibling, descendant or spouse of any of such persons, or any trust, partnership, corporation or other entity (provided, that ownership of no more than one percent of the outstanding voting stock of a publicly traded corporation shall not be deemed an "interest in any entity" for purposes of this Section 2.13) in which any of such persons has or has had an interest), has or has had, directly or indirectly: (A) An interest in any entity which furnished or sold, or furnishes or sells, services or products which Vista Vacations furnishes or sells, or proposes to furnish or sell; (B) Any interest in any entity which purchases from or sells or furnishes to, Vista Vacations, any goods or services; or (C) A beneficial interest in any contract or agreement required to be set forth in Schedule 2.12. 53 2.14 Governmental Authorization. (A) Schedule 2.14 accurately lists each material federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization issued to Vista Vacations: (1) Pursuant to which Vista Vacations currently operates or holds any interest in any of its properties; or (2) Which is required for the operation of its business or the holding of any such interest (hereinafter collectively referred to as the "Vista Vacations Authorizations"). (B) Vista Vacations Authorizations are in full force and effect and constitute all the material authorizations required to permit Vista Vacations to operate or conduct its business or hold any interest in its properties. 2.15 Litigation. (A) Schedule 2.15 annexed hereto accurately lists all suits, actions and legal, administrative, arbitration or other proceedings and governmental investigations and all other claims, pending or, to Vista Vacations' knowledge, threatened or which Vista Vacations expects will ultimately be threatened or commenced. (B) None of such suits, actions, proceedings, investigations or claims seek to prevent the consummation of the Reorganization. (C) There is no judgment, decree or order enjoining Vista Vacations in respect of, or the effect of which is to prohibit, any business practice or the acquisition of any property or the conduct of business of Vista Vacations. (D) Schedule 2.15 also lists all suits and legal actions initiated by Vista Vacations. 2.16 Accounts Receivable. (A) All receivables of Vista Vacations arose in the ordinary course of business and the aggregate amounts thereof, are to the best of Vista Vacations' knowledge collectible (except to the extent reserved against as reflected in Vista Vacations' Financial Statements) and are carried at values determined in accordance with generally accepted accounting principles consistently applied. (B) To the knowledge of Vista Vacations, none of the receivables of Vista Vacations is subject to any claim of offset, recoupment, setoff or counterclaim and there are no facts or circumstances (whether asserted or unasserted) that would give rise to any such claim. (C) No receivables are contingent upon the performance by Vista Vacations of any obligation or contract except for Vista Vacations' maintenance obligations under its maintenance agreements (although no customer has claimed that Vista Vacations has failed to perform its maintenance obligations). (D) No person has any lien, charge, pledge, security interest or other encumbrance on any of such receivables and no agreement for deduction or discount has been made with respect to any of such receivables. 54 2.17 Minute Books. The minute books of Vista Vacations made available to counsel for AmeriNet contain a complete and accurate summary of all meetings of directors and stockholders since the time of incorporation of Vista Vacations, and reflect all transactions referred to in such minutes accurately in all material respects. 2.18 Environmental and OSHA. (A) Hazardous Material. (1) As of the Closing Date, no material amount of any substance that is regulated by any Governmental Entity or that has been designated by any Governmental Entity to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including, without limitation, PCBs, asbestos, urea-formaldehyde and all substances listed pursuant to the United States Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time, and the United States Resource Recovery and Conservation Act of 1976, as amended from time to time, and the regulations and publications promulgated pursuant to said laws (a "Hazardous Material"), is present, as a result of the actions of Vista Vacations (excluding failure of Vista Vacations to remedy the presence of a Hazardous Material resulting from the actions of any previous owner or occupier of Vista Vacations' Property of which presence Vista Vacations does not have knowledge) in violation of any law in effect on or before the Closing Date, in, on or under any property, including the land and the improvements, ground water and surface water thereof, that Vista Vacations or any of its past or present subsidiaries has at any time owned, operated, occupied or leased (collectively, "Vista Vacations' Property"). (2) In any event, Vista Vacations does not know of the presence of any Hazardous Material in, on or under any Vista Vacations' Property. (B) Hazardous Materials Activities. At no time prior to the Closing Date has Vista Vacations transported, stored, used, manufactured, released or exposed its employees or others to Hazardous Materials in violation of any law in effect on or before the Closing Date, nor has Vista Vacations disposed of, transferred, sold, or manufactured any product containing a Hazardous Material (collectively "Hazardous Materials Activities") in violation of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, the Toxic Substances Control Act of 1976 and any other applicable state or federal acts (including the rules and regulations thereunder) as in effect on or before the Closing Date. 55 (C) Permits. Vista Vacations currently holds no environmental approvals, permits, licenses, clearances and consents and none are necessary for the conduct of Vista Vacations' Hazardous Material Activities and other businesses of Vista Vacations as such activities and businesses are currently being conducted. 2.19 Brokers' and Finders' Fees. Except as set forth in Schedule 2.19, Vista Vacations has not incurred, nor will it incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement or any transaction contemplated hereby. 2.20 Labor Matters. (A) Vista Vacations is in compliance in all material respects with all currently applicable laws and regulations respecting employment, discrimination in employment, terms and conditions of employment and wages and hours and occupational safety and health and employment practices, and is not engaged in any unfair labor practice. (B) Vista Vacations has not received any notice from any Governmental Entity, and to the knowledge of Vista Vacations, there has not been asserted before any Governmental Entity, any claim, action or proceeding to which Vista Vacations is a party or involving Vista Vacations, and there is neither pending nor, to the knowledge of Vista Vacations, threatened, any investigation or hearing concerning Vista Vacations arising out of or based upon any such laws, regulations or practices. (C) Vista Vacations has not received notice of and to the best of its knowledge, there are no pending claims against Vista Vacations under any workers compensation plan or policy or for long term disability. (D) To the best of Vista Vacations' knowledge, it has complied in all material respects with all applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 and has no obligations with respect to any former employees or qualifying beneficiaries thereunder. (E) Schedule 2.20 lists all current employees of Vista Vacations and their current salary and vacation accruals. 2.21 Insurance. (A) Schedule 2.21 lists all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, software errors and omissions, employees, officers and directors of Vista Vacations as well as all claims made under any insurance policy by Vista Vacations since its incorporation. (B) There is no claim by Vista Vacations pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. (C) All premiums payable under all such policies and bonds have been paid and Vista Vacations is otherwise in compliance in all material respects with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). (D) Such policies of insurance and bonds are of the type and in amounts customarily carried by persons conducting businesses similar to those of Vista Vacations. 56 (E) Vista Vacations does not know of any threatened termination of or material premium increase with respect to any of such policies. (F) Vista Vacations has never been denied insurance coverage nor has any insurance policy of Vista Vacations ever been canceled for any reason. 2.22 Compliance with Laws. Vista Vacations has not received any notices of violation with respect to and to the best of its knowledge has complied in all material respects with and is not in violation in any material respect of any federal, state or local statute, law or regulation with respect to the conduct of its business, or the ownership or operation of its business, assets or properties. 2.23 Complete Copies of Materials. Vista Vacations has delivered or made available true and complete copies of each document (or summaries of same) which has been requested by AmeriNet or its counsel. 2.24 Binding Agreements: No Default. Each of the contracts, agreements and other instruments shown on the Exhibits and Schedules referred to in this Agreement to which Vista Vacations is a party is a legal, binding and enforceable obligation in favor of or against Vista Vacations (assuming that such contracts, agreements and instruments are binding on all other parties thereto, Vista Vacations having no reason to believe that they are not), in accordance with its terms, and no party with whom Vista Vacations has an agreement or contract is, to Vista Vacations' knowledge, in default thereunder or has breached any material terms or provisions thereof (subject to all applicable bankruptcy, insolvency, reorganization and other laws applicable to creditors' rights and remedies and to the exercise of judicial discretion in accordance with general principles of equity). 2.25 Current Report on Form 8-K (A) The information supplied by Vista Vacations for inclusion in the current report on Commission Form 8-K within 15 days after the Closing Date annexed hereto as Exhibit 2.25 and in all other reports which AmeriNet will file thereafter pursuant to Sections 12(g), 13 and 15(d) of the Exchange Act, shall not contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements made therein not false or misleading; or omit to state any material fact necessary to correct any statement which has become false or misleading. (B) If at any time prior to the Closing Date any event relating to Vista Vacations or any of its affiliates, officers or directors should be discovered by Vista Vacations which should be set forth in the Current Report on Form 8-K, Vista Vacations shall promptly inform AmeriNet. 2.26 FIRPTA. Vista Vacations is not, and has not been at any time, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. 57 2.27 Employee Benefit Plans. (A) Schedule 2.27 lists all employee benefit plans [as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, "ERISA"] and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of Vista Vacations, any trade or business (whether or not incorporated) which is a member or which is under common control with Vista Vacations (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any subsidiary of Vista Vacations (together, the "Employee Plans"), and a copy of each such Employee Plan has been provided to AmeriNet. (B) (1) None of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person except as required by applicable law, including but not limited to COBRA; (2) (a) To the best of Vista Vacations' knowledge: all Employee Plans are in compliance in all material respects with the requirements prescribed by any and all applicable statutes (including ERISA and the Code), orders, or governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or beneficiaries or the Department of Labor, the IRS or Secretary of the Treasury), and Vista Vacations has performed in all material respects all obligations required to be performed by it under, is not in default under or violation of, and has no knowledge of any default or violation by any other party to, any of the Employee Plans; (b) Each Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code either has received a favorable determination letter with respect to each such Employee Plan from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination; (c) No Employee Plan is or within the prior six years has been subject to, and Vista Vacations has not incurred and does not expect to incur any liability under, Title IV of ERISA or Section 412 of the Code; and (d) To the best of Vista Vacations' knowledge, nothing in any Employee Plan precludes or interferes with AmeriNet's ability to cause Vista Vacations to terminate (or consolidate, at AmeriNet's option) any Employee Plan after the Closing Date; provided that: (i) the Employee Plans may be terminated prospectively only, subject to rights accrued by Vista Vacations' employees at the time of such termination and (ii) not more than sixty days notice may be required to terminate certain Employee Plans. (3) None of the following now exists or has existed within the six-year period ending on the date hereof with respect to any Employee Plan: (a) Any act or omission by Vista Vacations constituting a violation of Section 402, 403, 404 or 405 of ERISA; 58 (b) Any act or omission by Vista Vacations which constitutes a violation of Sections 406 and 407 of ERISA and is not exempted by Section 408 of ERISA or which constitutes a violation of Section 4975(c) of the Code and is not exempted by Section 4975(d) of the Code; (c) Any act or omission by Vista Vacations constituting a violation of Section 503, 510 or 511 of ERISA; or (IV) any act or omission by Vista Vacations which could give rise to liability under Section 502 of ERISA or under Sections 4972 or 4975 through 4980 of the Code. (4) (a) Each Employee Plan has been maintained in substantial compliance with its terms, and all contributions, premiums or other payments due from Vista Vacations or any of its subsidiaries to (or under) any such Employee Plan have been fully paid or adequately provided for on the audited Vista Vacations' Financial Statements for the most recently-ended fiscal year. (b) To the best of Vista Vacations' knowledge, all accruals thereon (including, where appropriate proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis. (c) There has been no amendment, written interpretation or announcement (whether or not written) by Vista Vacations with respect to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such plans or arrangements, individually or in the aggregate, above the level of expense incurred with respect thereto for the most recently-ended fiscal year. (5) Vista Vacations has made available to AmeriNet complete, accurate and current copies of all Employee Plans and all amendments, documents, correspondence and filings relating thereto, including but not limited to any statements, filings, reports or returns filed with any governmental agency with respect to the Employee Plans at any time within the three-year period ending on the date hereof. 2.28 Distribution Agreements. No third party or parties have the right to distribute Vista Vacations' products or to market its services except as disclosed in Schedule 2.28, which discloses the names, addresses, telephone numbers, fax numbers, e-mail addresses and federal Tax identification numbers of each such person, together with a summary of the agreements pursuant to which Vista Vacations' products are distributed or its services are marketed. 2.29 Vista Vacations' Stockholders All of Vista Vacations' Stockholders qualify as Accredited Investors and each Vista Vacations' Stockholder hereby represents and warrants that he, she or it: (A) Has had access through the Commission's Internet web site at www.sec.gov, in the EDGAR Archives sub-cite, to all of AmeriNet's reports filed with the Commission during the past two fiscal years, has reviewed all such reports and has, either directly or through a representative, been granted access to all of AmeriNet's officers and directors, and to all officers and directors of AmeriNet's operating subsidiaries, for purposes of providing all disclosure required under applicable federal and state securities laws in conjunction with the exchange contemplated by this Agreement; 59 (B) Has been advised that: (1) The securities to be issued to them by AmeriNet in exchange for their shares of Vista Vacations' Common Stock have not been registered under the Exchange Act or any comparable state securities laws, but rather, are being issued in reliance on the exemption from registration under the Securities Act provided by Section 4(6) thereof; (2) All certificates for their shares of AmeriNet Common Stock will bear legends restricting any transactions therein, directly or indirectly, unless they are first registered under applicable federal and state securities laws or the proposed transaction is exempt from such registration requirements, and such facts are demonstrated to the satisfaction of AmeriNet and its legal counsel, based on such third party legal opinions, affidavits and transfer agency procedures as AmeriNet shall reasonably require or have in place generally; (3) AmeriNet's transfer agent has been instructed to decline transfers of certificates for their shares of AmeriNet Common Stock, unless the foregoing requirements have been met and have been confirmed as having been met by a duly authorized officer of AmeriNet. (C) Has independently determined through his, her or its own legal counsel, that all requirements of their states of domicile for the issuance of the shares of AmeriNet's Common Stock called for by this Agreement have been met, or will have been met, prior to Closing, by such legal counsel acting on behalf of the Parties to this Agreement. 2.30 Representations Complete. None of the representations or warranties made by Vista Vacations or its stockholders, nor any statement made in any Schedule, Exhibit or certificate furnished by Vista Vacations pursuant to this Agreement, when read in its entirety, contains or will contain any untrue statement of a material fact at the time the Closing takes place, or omits or will omit to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading. Article III Representations and Warranties of AmeriNet AmeriNet represents and warrants to Vista Vacations as a material inducement to its entry into this Agreement, subject to the exceptions specifically disclosed in the AmeriNet Schedules or in AmeriNet's Exchange Act Reports, as follows: 3.1 Organization, Standing and Power. (A) AmeriNet is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (C) AmeriNet has the corporate power to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on AmeriNet taken as a whole. 60 (D) A true and correct copy of its articles of incorporation and bylaws, as amended to date, are available at the Commission's web site in the EDGAR archives, filed as exhibit's to the report on Form 10-KSB for the year ended June 30, 1999 and any future modifications thereof will be filed with the Commission and will also be available at such site. 3.2 Capital Structure. (A) (1) The authorized stock of AmeriNet consists of 20,000,000 shares of Common Stock, par value $0.01 per share, and 5,000,000 shares of Preferred Stock, $0.01 par value per share, the attributes of which are to be determined on a case by case basis by AmeriNet's board of directors. (2) AmeriNet had 10,663,460 shares of Common Stock issued and outstanding as of February 29, 2000 and no shares of Preferred Stock have ever been issued. (3) As of February 29, 2000, AmeriNet had reserved 4,876,814 shares of Common Stock (excluding those issuable pursuant to the terms of this Agreement) for issuance as described in AmeriNet's annual report on Form 10-KSB for the year ended June 30, 1999 and the quarterly reports on Form 10-QSB for the calendar quarters ended September 30, 1999 and December 31, 1999 and any Subsequent Current Reports. (4) There are no other options, warrants, calls, rights, commitments or agreements of any character to which AmeriNet is a party or by which it is bound obligating AmeriNet to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock of AmeriNet or obligating AmeriNet to grant, extend or enter into any such option, warrant, call, right, commitment or agreement, other than as may be required in conjunction with other acquisitions under negotiation, rights granted to investors under common stock purchase warrants since December 31, 2000 and as disclosed in the Exchange Act Reports. (5) Pursuant to AmeriNet's articles of incorporation, they may be amended by action of the board of directors without stockholder approval to increase the amount of authorized Capital Stock. (B) All of AmeriNet's shares of common and preferred stock have been duly authorized, and all of their issued and outstanding shares of common stock have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. (C) The shares of AmeriNet Common Stock to be issued pursuant to the Reorganization will be duly authorized, validly issued, fully paid, and nonassessable. 61 3.3 Authority. (A) AmeriNet has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (B) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of AmeriNet. (C) This Agreement has been duly executed and delivered by AmeriNet and, subject to having also been approved by Vista Vacations' board of directors and properly executed and delivered by Vista Vacations, constitutes a valid and binding obligation of AmeriNet. (D) The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under: (1) Any provision of the articles of incorporation or bylaws of AmeriNet; or (2) Any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to AmeriNet or its properties or assets, other than any such conflicts, violations, defaults, terminations, cancellations or accelerations which individually or in the aggregate would not have a material adverse effect on the ability of AmeriNet to consummate the transactions contemplated hereby. (E) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by or with respect to AmeriNet in connection with the execution and delivery of this Agreement by AmeriNet or the consummation by AmeriNet of the transactions contemplated hereby, except for: (1) Such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state and federal securities laws (a Form D Notification Statement) and the laws of any foreign country; and (2) Such other consents, authorizations, filings, approvals and registrations which if not obtained or made would not have a material adverse effect on the ability of AmeriNet to consummate the transactions contemplated hereby. 3.4 Exchange Act Reports; AmeriNet Financial Statements. (A) All materials required to be filed by AmeriNet with the Commission pursuant to Sections 13 or 15(d) of the Exchange Act since current management took office starting in November of 1998, have been filed and are available on the Commission's Internet web site at www.sec.gov in its EDGAR Archives sub-site. 62 (B) To the best of AmeriNet's knowledge, the Exchange Act Reports comply in all material respects with the requirements of the Exchange Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading, except to the extent corrected by a subsequently filed document with the Commission or by information provided by AmeriNet to Vista Vacations. (C) The AmeriNet Financial Statements comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of AmeriNet at the date thereof and of its operations and cash flows for the period then ended, subject to normal year end audit adjustments. (D) There has been no change in AmeriNet accounting policies or estimates except as described in the notes to AmeriNet's Financial Statements or in subsequently filed Exchange Act Reports. (E) AmeriNet has no material obligations, other than: (1) Those set forth in AmeriNet's Financial Statements (obligations not required to be set forth in AmeriNet's Financial Statements under generally accepted accounting principles being deemed not material); (2) Those resulting from ongoing acquisition activities which developed after the date of AmeriNet's Financial Statements but are not yet definite enough to require filing in the Exchange Act Reports; (3) Those pertaining to confidential letters of intent; or (4) Those disclosed by AmeriNet to Vista Vacations in writing. (F) The information supplied by AmeriNet for inclusion in the Current Report on Form 8-K pertaining to this Reorganization will not contain any statement which, at such time and in light of the circumstances under which it shall be made, is false or misleading with respect to any material fact, or shall omit to state any material fact necessary in order to make the statements therein not false or misleading. (G) If at any time prior to the Closing Date any event relating to AmeriNet or any of its affiliates, officers or directors should be discovered by AmeriNet which should be set forth in a current report on Form 8-K, AmeriNet will promptly inform Vista Vacations. (H) Notwithstanding the foregoing, AmeriNet makes no representation or warranty with respect to any information supplied by Vista Vacations which is contained in any of the foregoing documents. (I) To the best of AmeriNet's knowledge, there are no currently outstanding comment letters from the Commission that have not been responded to and complied with. 3.5 Broker's and Finders' Fees. Except as disclosed in the Exchange Act Reports, AmeriNet has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement, the Reorganization or any transaction contemplated hereby. 63 3.6 Ownership of Vista Vacations' Capital Stock. As of the date of execution of this Agreement, AmeriNet does not own any shares of Vista Vacations' Capital Stock. 3.7 Litigation. There are no suits, actions or legal, administrative, arbitration or other proceedings or governmental investigations against AmeriNet pending or, to AmeriNet's knowledge, threatened, which (i) if determined adversely to AmeriNet, could be expected to result in a material adverse effect on the financial condition or results of operations of AmeriNet, or (ii) seek to prevent the consummation of the Reorganization. 3.8 Limited Activities (A) AmeriNet is a holding company with no material operations or assets other than the shares of its subsidiaries common stock and operations pertaining to supervision and coordination of the activities of its subsidiaries, provision of support services for its subsidiaries, acquisition related activities and compliance with applicable laws, including federal securities and internal revenue laws. (B) AmeriNet currently has two operating subsidiaries, Wriwebs.com, Inc., and Trilogy International, Inc., both Florida corporations, and is a party to a letter of intent to acquire Custom Software Systems, Inc., a Virginia corporation currently headquartered in Houston, Texas. 3.9 No Undisclosed Liabilities. AmeriNet does not have any material liabilities or obligations, either accrued or contingent (whether or not required to be reflected in financial statements in accordance with generally accepted accounting principles), and whether due or to become due, which individually or in the aggregate, (i) have not been reflected in the AmeriNet Financial Statements (including the notes thereto) or (ii) have not been specifically described in this Agreement or in the Exchange Act Reports. 3.10 No Changes. Since the date of the latest AmeriNet Exchange Act Report there has not been, occurred or arisen any: (A) Destruction, damage to, or loss of any assets (including without limitation intangible assets) of AmeriNet or its subsidiaries (whether or not covered by insurance), either individually or in the aggregate, exceeding $30,000, other than losses by subsidiaries in the ordinary course of business. (B) Labor trouble or claim of wrongful discharge, sexual harassment or other unlawful labor practice or action; (C) Change in accounting methods or practices (including any change in depreciation or amortization policies or rates, any change in policies in making or reversing accruals, or any change in capitalization of software development costs) by AmeriNet or its subsidiaries; 64 (D) Declaration, setting aside, or payment of a dividend or other distribution in respect to the shares of AmeriNet or its subsidiaries, or any direct or indirect redemption, purchase or other acquisition by AmeriNet or its subsidiaries of any of their shares; (E) Other event or condition of any character that has or would, in AmeriNet or its subsidiaries' reasonable judgment, be expected to have a material adverse effect on AmeriNet or its subsidiaries; (F) Negotiation or agreement by AmeriNet or its subsidiaries to do any of the things described in the preceding clauses (A) through (F) other than negotiations with AmeriNet or its subsidiaries and their representatives regarding the transactions contemplated by this Agreement or other acquisitions. 3.11 Tax and Other Returns and Reports. (A) Tax Returns and Audits. (1) AmeriNet and its subsidiaries have accurately prepared and filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes relating or attributable to AmeriNet or its subsidiaries or their operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law in all material respects. (2) AmeriNet and its subsidiaries have timely paid all Taxes required to be paid with respect to such Returns and have withheld with respect to its employees all federal and state income taxes, FICA, FUTA and other Taxes they are required to withhold. (3) The accruals for Taxes on the books and records of AmeriNet and its subsidiaries are sufficient to discharge the Taxes for all periods (or the portion of any period) ending on or prior to the Closing Date. (4) AmeriNet and its subsidiaries have not been delinquent in the payment of any Tax nor, except as disclosed in the Exchange Act Reports, is there any Tax deficiency outstanding, proposed or assessed against AmeriNet or its subsidiaries, nor has AmeriNet or its subsidiaries executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (5) Except as disclosed in the Exchange Act Reports: (a) No audit or other examination of any Return of AmeriNet or its subsidiaries is presently in progress. (b) AmeriNet and its subsidiaries do not have any liabilities for unpaid federal, state, local and foreign Taxes, whether asserted or unasserted, known or unknown, contingent or otherwise and AmeriNet and its subsidiaries have no knowledge of any basis for the assertion of any such liability attributable to AmeriNet or its subsidiaries, or their respective assets or operations. 65 (6) AmeriNet and its subsidiaries are not parties to or bound by any tax indemnity, tax sharing or tax allocation agreement. (7) AmeriNet and its subsidiaries have provided, or made available to Vista Vacations or its legal counsel copies of all federal, provincial and state income and all sales and use Tax Returns of AmeriNet or its subsidiaries for all periods since January 1, 1998. (8) There are (and as of immediately following the Closing Date there will be) no liens on the assets of AmeriNet or its subsidiaries relating to or attributable to Taxes. (9) AmeriNet and its subsidiaries have no knowledge of any basis for the assertion of any Tax claim which, if adversely determined, would result in liens on the assets of AmeriNet or its subsidiaries. (10) There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of AmeriNet or its subsidiaries that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 162 or 404 of the Code. (B) No Penalty. Neither AmeriNet nor its subsidiaries are subject to any penalty by reason of a violation of any order, rule or regulation of, or a default with respect to any return, report or declaration required to be filed with, any Governmental Entity to which it is subject, which violations or defaults, individually or in the aggregate, would have a material adverse effect on AmeriNet or its subsidiaries. 3.12 Environmental and OSHA. (A) Hazardous Material. (1) As of the Closing Date, no material amount of any substance that is regulated by any Governmental Entity or that has been designated by any Governmental Entity to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including, without limitation, PCBs, asbestos, urea-formaldehyde and all substances listed pursuant to the United States Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended from time to time, and the United States Resource Recovery and Conservation Act of 1976, as amended from time to time, and the regulations and publications promulgated pursuant to said laws (a "Hazardous Material"), is present, as a result of the actions of AmeriNet or its subsidiaries (excluding failure of AmeriNet or its subsidiaries to remedy the presence of a Hazardous Material resulting from the actions of any previous owner or occupier of AmeriNet or its subsidiaries' property of which presence AmeriNet or its subsidiaries do not have knowledge) in violation of any law in effect on or before the Closing Date, in, on or under any property, including the land and the improvements, ground water and surface water thereof, that AmeriNet or its subsidiaries own, operate, occupy or lease. 66 (2) In any event, AmeriNet and its subsidiaries do not know of the presence of any Hazardous Material in, on or under any of their property. (B) Hazardous Materials Activities. At no time prior to the Closing Date has AmeriNet or its subsidiaries transported, stored, used, manufactured, released or exposed its employees or others to Hazardous Materials in violation of any law in effect on or before the Closing Date, nor has AmeriNet or its subsidiaries disposed of, transferred, sold, or manufactured any product containing a Hazardous Material (collectively "Hazardous Materials Activities") in violation of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Resource Conservation and Recovery Act of 1976, the Toxic Substances Control Act of 1976 and any other applicable state or federal acts (including the rules and regulations thereunder) as in effect on or before the Closing Date. (C) Permits. AmeriNet or its subsidiaries currently holds no environmental approvals, permits, licenses, clearances and consents and none are necessary for the conduct of AmeriNet or its subsidiaries' Hazardous Material Activities and other businesses of AmeriNet or its subsidiaries as such activities and businesses are currently being conducted. 3.13 Representations Complete. None of the representations or warranties made by AmeriNet or its subsidiaries, nor any statement made in any Schedule, Exhibit or certificate furnished by AmeriNet or its subsidiaries pursuant to this Agreement, when read in its entirety, contains or will contain any untrue statement of a material fact at the Closing Date, or omits or will omit to state any material fact necessary in order to make the statements contained herein or therein, in the light of the circumstances under which made, not misleading. Article IV Conduct Prior to the Closing 4.1 Conduct of Business of Vista Vacations. (A) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, Vista Vacations agrees (except to the extent that AmeriNet shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact Vista Vacations' present business organizations, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that Vista Vacations' goodwill and ongoing businesses shall be unimpaired at the Time of Closing. (B) Vista Vacations shall promptly notify AmeriNet of any event or occurrence or emergency not, in the reasonable judgment of Vista Vacations, in the ordinary course of business of Vista Vacations, and any event which could, in the reasonable judgment of Vista Vacations, have a material adverse effect on Vista Vacations. 67 (C) Except as expressly contemplated by this Agreement or set forth in Schedule 4.1, Vista Vacations shall not, without the prior written consent of AmeriNet: (1) Enter into any commitment or transaction not in the ordinary course of business (i) to be performed over a period longer than six (6) months in duration, or (ii) to purchase fixed assets for a purchase price in excess of $1,000; (2) Grant any severance or termination pay to any director, officer or employee except (i) payments made pursuant to standard written agreements outstanding on the date hereof or (ii) in the case of employees who are not officers, grants which are made in the ordinary course of business in accordance with Vista Vacations' standard past practices; (3) Except for licenses granted to end-users pursuant to Vista Vacations' standard license agreements, transfer to any person or entity any rights to Vista Vacations' Intellectual Property; (4) Enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other rights of any type or scope with respect to any products of Vista Vacations; (5) Violate, amend or otherwise modify the terms of any of the contracts or agreements required to be set forth in Vista Vacations Schedules; (6) Commence any litigation; (7) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its Capital Stock, or split, combine or reclassify any of its Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Capital Stock of Vista Vacations, or repurchase or otherwise acquire, directly or indirectly, any shares of its Capital Stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares at cost in connection with any termination of service to Vista Vacations; (8) Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any shares of its Capital Stock or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities; (9) Cause or permit any amendments to its articles of incorporation or bylaws; (10) Acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Vista Vacations; 68 (11) Sell, lease, license or otherwise dispose of any of its properties or assets which are material, individually or in the aggregate, to the business of Vista Vacations, except in the ordinary course of business; (12) Incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities of Vista Vacations or guarantee any debt securities of others; (13) Adopt or amend any employee benefit plan, or enter into any employment contract, pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates of its employees; (14) Revalue any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business; (15) Pay, discharge or satisfy in an amount in excess of $1,000 in any one case any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in Vista Vacations' Financial Statements (or the notes thereto); (16) Make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any material Return or any amendment to a material Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; or (17) Take, or agree in writing or otherwise to take, any of the actions described in Sections 4.1(C)(1) through 4.1(C)(16) above, or any action which would make any of the representations or warranties or covenants of Vista Vacations contained in this Agreement materially untrue or incorrect. 4.2 No Solicitation. (A) Prior to the Closing Vista Vacations will not (nor will Vista Vacations permit any of Vista Vacations' officers, directors, stockholders affiliated with any officer or director or Vista Vacations' agents, representatives or affiliates to) directly or indirectly, take any of the following actions with any party other than AmeriNet and its designees: (1) Solicit, encourage, initiate or participate in any negotiations or discussions with respect to, any offer or proposal to acquire all or substantially all of Vista Vacations' business and properties or Capital Stock whether by merger, purchase of assets, tender offer or otherwise; (2) Except as required by law and except for disclosures made to financial institutions and others in the ordinary course of business, disclose any information not customarily disclosed to any person other 69 than its attorneys or financial advisors concerning Vista Vacations' business and properties or afford to any person or entity access to its properties, books or records; or (3) Assist or cooperate with any person to make any proposal to purchase all or any part of Vista Vacations' Capital Stock or of its assets (other in the ordinary course of business). (B) In the event Vista Vacations shall receive any offer or proposal, directly or indirectly, of the type referred to in Section 4.2(A)(1) and (3) above, or any request for disclosure or access pursuant to clause 4.2(A)(2) above, Vista Vacations shall immediately inform AmeriNet as to any such offer or proposal and will cooperate with AmeriNet by furnishing any information it may reasonably request. 4.3 Conduct of Business of AmeriNet. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, as the case may be, AmeriNet agrees (except to the extent that Vista Vacations shall otherwise consent in writing), that AmeriNet shall promptly notify Vista Vacations of any event or occurrence or emergency which is not in the ordinary course of business of AmeriNet and which is material and adverse to the business of AmeriNet and its subsidiaries taken as a whole. Article V Additional Agreements 5.1 Report on Form 8-K. (A) Within fifteen days following the Closing Date, AmeriNet, with the assistance and cooperation of Vista Vacations' current officers, will prepare and file with the Commission a current report on Commission Form 8-K (the "8-K Report") disclosing the Reorganization and containing information concerning Vista Vacations required by Commission Regulation S-B, except for audited financial statements that may be filed within 75 days after the Closing Date. (B) Within sixty days following the Closing Date Vista Vacations, at its own expense, shall provide AmeriNet with audited financial statements prepared in accordance with GAAP and meeting all requirements of the Commission for reports of material acquisitions under the Securities Act and the Exchange Act, including the requirements imposed by Commission Regulation S-B. (B) AmeriNet and Vista Vacations will use their best efforts to secure the Commission's acceptance of Vista Vacations' audited financial statements, as complying with the requirements of Regulation S-B, and Vista Vacations will make any modification's to its financial statements suggested by the Commission; and, if required, will use best efforts to secure required extensions from the Commission of time in which to provide materials complying with Commission Regulation S-B. 5.2 No Meeting of Vista Vacations' Stockholders. Because each Vista Vacations Stockholders has independently made the decision to exchange all of his, her or its Vista Vacations Securities for shares of AmeriNet's Common Stock, no formal stockholder action by Vista Vacations shall be required in conjunction with authorization of this Agreement or the Closing; however, each Vista Vacations Stockholder must have become a party to this Agreement either by direct execution hereof or by having granted a duly executed and notarized power of attorney to Ms. Nadler, as contemplated by this Agreement, permitting her to execute this Agreement on his, her or its behalf. 70 5.3 Access to Information. (A) Vista Vacations shall afford AmeriNet and its accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Closing to all: (1) Of its properties, books, contracts, commitments and records; and (2) Other information concerning the business, properties and personnel of Vista Vacations as AmeriNet may reasonably request. (B) Vista Vacations agrees to provide to AmeriNet and its accountants, counsel and other representatives copies of internal financial statements promptly upon request. (C) No information or knowledge obtained in any investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the Reorganization. 5.4 Confidentiality. (A) From the date hereof to and including the Closing Date, the Parties shall maintain, and cause their directors, employees, agents and advisors to maintain, in confidence and not disclose or use for any purpose, except the evaluation of the transactions contemplated hereby and the accuracy of the respective representations and warranties of the Parties contained herein, information concerning the other Parties and obtained directly or indirectly from such Parties, or their directors, employees, agents or advisors, or as was in the possession of such Party prior to obtaining such information from such other Party as to which the fact of prior possession such possessing Party shall have the burden of proof and such information as is or becomes: (1) Available to the non-disclosing Party from third parties not subject to an undertaking of confidentiality or secrecy; (2) Generally available to the public other than as a result of a breach by the non-disclosing party hereunder; or (3) Required to be disclosed under applicable law. (B) In the event that the transactions contemplated hereby shall not be consummated, all such information which shall be in writing shall be returned to the party furnishing the same, including to the extent reasonably practicable, copies or reproductions thereof which may have been prepared. 5.5 Expenses. Whether or not the Reorganization is consummated, all expenses incurred in connection with the Reorganization and this Agreement shall be the obligation of the Party incurring such expenses. 5.6 Public Disclosure. Unless otherwise required by law, prior to the Closing Date no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement shall be made by any Party unless approved by AmeriNet and Vista Vacations prior to release, provided that such approval shall not be unnecessarily withheld, subject, in the case of AmeriNet, to AmeriNet's obligation to comply with applicable securities laws. 71 5.7 Consents. AmeriNet and Vista Vacations shall promptly apply for or otherwise seek, and use their best efforts to obtain, all consents and approvals required to be obtained by them for the consummation of the Reorganization, and Vista Vacations shall use its best efforts to obtain all consents, waivers and approvals under any of Vista Vacations' agreements, contracts, licenses or leases in order to preserve the benefits thereunder for Vista Vacations, and otherwise in connection with the Reorganization; all of such consents and approvals being set forth in Schedule 5.7. 5.8 Affiliate Agreements. (A) Schedule 5.8 sets forth those persons who are, in Vista Vacations' reasonable judgment, Affiliates" of Vista Vacations. (B) Vista Vacations shall provide AmeriNet such information and documents as AmeriNet shall reasonably request for purposes of reviewing such list. (C) Vista Vacations shall use its best efforts to deliver or cause to be delivered to AmeriNet, concurrently with the execution of this Agreement (and in any case prior to the Closing Date) from each of the Affiliates of Vista Vacations, an executed Affiliate Agreement in the form annexed hereto as Exhibit 5.8. (D) AmeriNet shall be entitled to place appropriate legends on the certificates evidencing any AmeriNet Common Stock to be received by such Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for AmeriNet Common Stock, consistent with the terms of such Affiliate Agreements, in addition to the legends and stop transfer instructions placed and issues on all certificates to be issued to Vista Vacations' stockholders in conjunction with the Reorganization based on the Parties reliance on Section 4(2) of the Securities Act 5.9 Legal Requirements. AmeriNet and Vista Vacations will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any Party in connection with any such requirements imposed upon such other Party in connection with the consummation of the transactions contemplated by this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other Parties in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement. 5.10 Blue Sky Laws. Legal counsel to Vista Vacations has taken such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of AmeriNet Common Stock to the Former Vista Vacations Stockholders. 5.11 Best Efforts: Additional Documents and Further Assurances. (A) Each of the Parties to this Agreement shall use its best efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to the Reorganization and the condition subsequent under this Agreement. 72 (B) Each Party, at the request of another Party, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. 5.12 Employment Agreements. (A) The individuals set forth on Schedule 5.12 will as of the Closing Date be parties to the employment agreements included in composite Exhibit 5.12 hereto (the "Employment Agreements"), which shall supersede all prior employment agreements or arrangements with any such persons, and which will conform to the forms of employment agreements established by AmeriNet for use by all material employees of AmeriNet and its subsidiaries. (B) AmeriNet shall, immediately following the Closing, reserve 931,000 shares of its Common Stock for future issuance through incentive stock options (as defined in Section 422 of the Code) granted in certain of the Employment Agreements, provided, however, that rights to such shares shall vest on an annual basis, subject to attainment of the following net, pre-tax profit projections determined in accordance with GAAP: (1) If Vista Vacations earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then the first 163,333 shares of AmeriNet's Common stock reserved for issuance in the event of exercise of the subject incentive stock options shall vest; (2) If Vista Vacations earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2000 and ending on June 30, 2002, then all rights to 457,333 (including the 163,333 shares vested, if any, on June 30, 2001) of the shares of AmeriNet's Common stock reserved for issuance in the event of exercise of the subject incentive stock options shall vest; and (3) If Vista Vacations earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then all rights to all of the shares (including the shares vested, if any, on June 30, 2001 and June 30, 2002) of AmeriNet's Common stock reserved for issuance in the event of exercise of the subject incentive stock options shall vest. (4) All rights to the incentive stock options in the subject employment agreements that have not vested as of July 1, 2003 shall expire on such date, and no further rights of any kind thereto or to the underlying shares of AmeriNet common stock reserved for such purpose shall exist thereafter, the reservation therefor terminating on such date. 5.13 Investment by AmeriNet in Vista Vacations. Subject to Vista Vacations' substantial compliance with its material obligations under this Agreement, including those involving provision of audited financial statements for its operations for the time period and in the form required by Commission Regulation S-B for purposes of the Reorganization, AmeriNet hereby covenants and agrees to provide the following funds, to be expended solely for the purposes set forth in Schedule 5.13, to Vista Vacations: (A) As provided in Section 1.2(C), the sum of $125,000; (B) Within 60 days after the audited financial statements for Vista Vacations required pursuant to Commission Regulation S-B have been provided to AmeriNet, filed with the Commission and not found deficient by the Commission (the "Funding Trigger Date"), the sum of $125,000; 73 (C) Within 120 days after the Funding Trigger Date, the sum of $100,000; (D) Within 180 days after the Funding Trigger Date, the sum of $100,000; (E) Within 240 days after the Funding Trigger Date, the sum of $100,000; and (F) Within 300 days after the Funding Trigger Date, the sum of $100,000. 5.14 Vista Vacations' Board of Directors. (A) Subject to (i) compliance with all of obligations under this Agreement by the Former Vista Vacations Stockholders and Vista Vacations, including, without limitation, those involving provision of audited financial statements for Vista Vacations' operations for the time period and in the form required by Commission Regulation S-B for purposes of the Reorganization, (ii) compliance by the members of the board of directors of Vista Vacations with their fiduciary obligations to AmeriNet as Vista Vacations' Stockholders and with applicable laws and (iii) the attainment by Vista Vacations, on a quarterly basis of at least net pre tax profits during the fiscal year starting on July 1, 2000 and ending on June 30, 2001 of $70,000; net pre tax profits during the fiscal year starting on July 1, 2001 and ending on June 30, 2002 of $185,000; and, net pre tax profits during the fiscal year starting on July 1, 2002 and ending on June 30, 2003 of $312,000, AmeriNet hereby covenants and agrees that it will maintain membership on the board of directors of Vista Vacations in the following ratio: two thirds of the members will be nominees of Ms. Teri Nadler and one third will be nominees of AmeriNet, provided, however, that: (1) A quorum for meetings of the board of directors of Vista Vacations and action by such board of directors will require the participation of AmeriNet's nominees; provided, however, that, if a meeting deemed to involve material issues is adjourned due to the inability to attain a quorum as a result of the absence of the AmeriNet nominees, then, upon receipt of written notice from Vista Vacations' board of directors, AmeriNet must assure that its nominees attend the reconvened meeting, which will be held by telephone conference at a time during a business day designated by AmeriNet within three days after AmeriNet is provided with the written notice of the adjourned meeting; (2) The board of directors of Vista Vacations will not, without AmeriNet's prior written consent specifying the action authorized, be authorized to engage in any material change in Vista Vacations' business not contemplated by the Projections, to sell a material portion of Vista Vacations' assets outside the normal course of business, to issue any securities, to authorize the borrowing of any funds or pledge of any assets, for so long as Vista Vacations remains a subsidiary of AmeriNet; and (3) (a) The initial determination by AmeriNet as to the attainment of the minimum acceptable net pre-tax profits shall not be made until a complete fiscal quarter has passed since the Closing Date; (b) After the first year following the Closing Date, the minimum acceptable net pre-tax profits may be modified periodically by unanimous action (including the affirmative votes of all AmeriNet nominees) of the board of directors of Vista Vacations; provided that after the third year, unless new minimum acceptable net pre-tax profits are agreed to, the net, pre tax profit portion of the minimum acceptable net pre-tax profits will increase annually to 150% of the net, pre-tax profit projected for the immediately preceding year. (c) In the event that the right of Ms. Nadler to designate two thirds of the membership on the board of directors of Vista Vacations is suspended due to failure to meet the minimum acceptable net pre-tax profits, such right shall be reinstated at such time as the deficiency in meeting the minimum acceptable net pre-tax profits, on a cumulative basis, has been cured. 74 5.15 Additional Vista Vacations' Covenants (A) (1) Vista Vacations shall have signed a multi year Internet site design and hosting agreement with Wriwebs.com, Inc., a Florida corporation and wholly owned subsidiary of AmeriNet ("WRI" and the "WRI Web Design & Hosting Agreement"), pursuant to which Vista Vacations shall pay WRI a monthly fee of at least $10,000 throughout the term of the WRI Web Design & Hosting Agreement, in form and substance acceptable to AmeriNet and to AmeriNet's strategic planning consultant, the Yankee Companies, Inc., a Florida corporation ("Yankees") and shall faithfully comply with all of its material obligations thereunder throughout the term thereof. (2) In the event that Vista Vacations fails to make payments to WRI called for by the WRI Web Design & Hosting Agreement, AmeriNet may, at its sole option, tender the required payments to WRI on Vista Vacations' behalf, and deduct such sums, together with interest thereon at the rate of 8% per annum, from any funds which it has agreed to provide to Vista Vacations under this Agreement, all such payments to be deemed advances to Vista Vacations under this Agreement. (B) Ms. Nellie Tippery, a creditor of Vista Vacations, will, at or prior to the Closing irrevocably convert all of Vista Vacations' liabilities to her or her affiliates, including, without limitation, loans aggregating at least $180,000, into the right to receive 66,667 shares of AmeriNet Common Stock. (C) All accrued obligations by Vista Vacations to its employees, consultants and independent contractors involving payments due for services rendered, whether in the form of salaries, bonuses, benefits, benefit plans, or other fees or consideration of any kind, will be fully and irrevocably discharged as of the Closing date. Article VI Conditions to the Reorganization 6.1 Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each party to this Agreement to effect the Reorganization shall be subject to the satisfaction at or prior to the Closing Date of the following conditions: (A) No Injunctions or Restraints: Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Reorganization shall be in effect, nor shall any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor shall there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Reorganization, which makes the consummation of the Reorganization illegal. (B) Vista Vacations Information Required by Commission Regulation S-B The provision by Vista Vacations on a timely basis in full compliance with the requirements of Commission Regulation S-B of all information concerning its past operations, including audited financial statements, shall constitute a condition subsequent to the obligations of AmeriNet under this Agreement and in the event of the failure of such condition subsequent, then, at AmeriNet's sole option: (1) The Reorganization may be rescinded, and all funds advanced by AmeriNet to Vista Vacations shall be repaid, with interest at the annual rate of 8%, to AmeriNet within 30 days after such rescission; or 75 (2) The Escrow Shares shall be deemed defaulted to AmeriNet and the Reorganization shall be restructured in a manner complying with AmeriNet's reporting and other obligations under the Exchange Act, including the sale by AmeriNet of Vista Vacations. 6.2 Additional Conditions to Obligations of Vista Vacations. The obligations of Vista Vacations to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Vista Vacations: (A) Representations, Warranties and Covenants. The representations and warranties of AmeriNet in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such time and AmeriNet shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it as of the Closing Date. (B) Certificate of AmeriNet. Vista Vacations shall have been provided with a certificate executed on behalf of AmeriNet by its President and its Chief Financial Officer, Treasurer or officer exercising such functions to the effect that, as of the Closing Date: (1) All representations and warranties made by AmeriNet under this Agreement are true and complete in all material respects; and (2) All covenants, obligations and conditions of this Agreement to be performed by AmeriNet on or before such date have been so performed in all material respects. (C) Satisfactory Form of Legal Matters. The form, scope and substance of all legal and accounting matters contemplated hereby and all documents and other papers delivered hereunder prior to and on the Closing Date shall be reasonably acceptable to counsel to Vista Vacations. (D) Legal Opinion. Vista Vacations shall have received a legal opinion from legal counsel to AmeriNet, substantially in the form of Exhibit 6.2(D) hereto. (E) No Material Adverse Changes. There shall not have occurred any event, fact or condition that has had or reasonably would be expected to have a material adverse effect on AmeriNet. (F) Tax Opinion. (1) Vista Vacations shall have received a written opinion from AmeriNet's Counsel to the effect that the Reorganization will constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Code. 76 (2) In rendering such opinion counsel may rely on (and to the extent reasonably required, the Parties and Vista Vacations' stockholders shall make) reasonable representations related thereto. 6.3 Additional Conditions to the Obligations of AmeriNet. The obligations of AmeriNet to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by AmeriNet: (A) Representations, Warranties and Covenants. (1) The representations and warranties of Vista Vacations in this Agreement shall be true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such time and Vista Vacations shall have performed and complied in all material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it as of the Closing Date. (2) AmeriNet shall have no remedy against the Escrow Fund in respect of an untrue representation or warranty if prior to the Closing Date Vista Vacations delivers to AmeriNet in accordance with Section 9.2 a written statement: (a) Advising AmeriNet that an event (a "Post-Execution Event") has occurred (specifying in reasonable detail such event) subsequent to the date of execution of this Agreement that would render any representation or warranty made by Vista Vacations in this Agreement untrue if such representation or warranty were made as of the Closing; and (b) Confirming that such representation or warranty was true as of the date of execution of this Agreement, and (c) AmeriNet subsequently waives the failure to satisfy the condition set forth in Section 6.3(A) with respect to such representation or warranty. (B) Certificate of Vista Vacations. AmeriNet shall have been provided with a certificate executed on behalf of Vista Vacations by its President and Chief Financial Officer to the effect that, as of the Closing Date, all: (1) Representations and warranties made by Vista Vacations under this Agreement are true and complete in all material respects; and (2) Covenants, obligations and conditions of this Agreement to be performed by Vista Vacations on or before such date have been so performed in all material respects. (C) Third Party Consents. Any and all consents, waivers and approvals required from third Parties relating to the contracts and agreements of Vista Vacations so that the Reorganization and other transactions contemplated hereby do not adversely affect the rights of, and benefits to, Vista Vacations thereunder shall have been obtained. 77 (D) Satisfactory Form of Legal and Accounting Matters. The form, scope and substance of all legal and accounting matters contemplated hereby and all documents and other papers delivered hereunder prior to and on the Closing Date shall be reasonably acceptable to AmeriNet's counsel (provided that the condition subsequent concerning the compliance of information provided by Vista Vacations with the requirements of Commission Regulation S-B, on a timely basis, shall survive the Reorganization). (E) Legal Opinion. AmeriNet shall have received a legal opinion from legal counsel to Vista Vacations, in substantially the form of Exhibit 6.3(E) hereto. (F) No Material Adverse Changes. There shall not have occurred any event, fact or condition which has had or reasonably would be expected to have a material adverse effect on Vista Vacations. (G) Affiliate Agreements. AmeriNet shall have received from each of the Affiliates of Vista Vacations an executed Affiliate Agreement which shall be in full force and effect. (H) Dissenters. The number of shares of Vista Vacations' Common Stock held by holders who either (i) have exercised appraisal rights or (ii) retain the ability to exercise such appraisal rights shall not exceed nineteen percent of Vista Vacations' outstanding Common Stock, by class and series, in the aggregate. (I) Employment Agreements. The Employment Agreements shall have been duly executed and delivered and shall be in full force and effect. (J) Minimum Net Worth. Vista Vacations shall on the Closing Date have stockholders equity of at least $180,000, not more than $20,000 in net current payables, not more than $50,000 in net long term payables, at least $640,000 in annualized gross sales and not less than $7,000 in annualized, net pre tax profits, all determined in conformity with GAAP. (K) Tax Opinion. (1) AmeriNet shall have received a written opinion of Vista Vacations Counsel, to the effect that the Reorganization will constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Code. (2) In rendering such opinion, counsel may rely on (and to the extent reasonably required, the Parties and Vista Vacations' stockholders shall make) reasonable representations related thereto. (L) Confidentiality Agreements. Each current employee, consultant or other person having access to Vista Vacations' confidential information shall have executed a confidentiality agreement in the form annexed hereto as Exhibit 6.3(L). (M) There shall be no stockholders of Vista Vacations who are not Accredited Investors. 78 (N) Vista Vacations shall have signed the WRI Web Design & Hosting Agreement, a fully executed copy of which shall be delivered by Vista Vacations to AmeriNet at the Closing. (O) Ms. Nellie Tippery, a creditor of Vista Vacations, shall have irrevocably converted all of Vista Vacations' liabilities to her or her affiliates, including, without limitation, loans aggregating at least $180,000, into the right to receive 66,667 shares of AmeriNet Common Stock. (P) All obligations by Vista Vacations to its employees, consultants and independent contractors involving payments due for services rendered have been fully discharged, as of the Closing date. Article VII Survival of Condition Subsequent, Representations and Warranties, Covenants & Escrow 7.1 Survival of Condition Subsequent, Representations and Warranties and Covenant. (A) All conditions subsequent to the Reorganization and covenants to be performed prior to the Closing, and all representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Reorganization and continue until the date the audit of AmeriNet's financial statements for the year ending June 30, 2000 has been completed and AmeriNet has received a signed opinion from its independent auditors certifying such financial statements (the "2000 Audit Date"). (B) All covenants to be performed after the Closing shall continue indefinitely. 7.2 Escrow Arrangements. (A) Escrow Fund. (1) As soon as practicable after the Closing Date, a portion of the shares of AmeriNet's Common Stock to be issued in the Reorganization equal to the Escrow Number plus any additional New Shares (as defined below) as may be issued in respect thereof after the Closing Date) (collectively, the "Escrow Shares"), without any act of any stockholder, will be registered in the name of Yankees, AmeriNet's strategic planning consultant, or such other person or legal entity as may otherwise be selected by AmeriNet prior to the Closing, as escrow agent (the "Escrow Agent"), and will be deposited with a financial institution acceptable to AmeriNet and the Agent [as defined in Section 7.2(H) below)], such deposit to constitute an escrow fund (the "Escrow Fund") to be governed by the terms set forth herein and at AmeriNet's sole cost and expense. (2) (a) The portion of AmeriNet Common Stock in the Escrow Fund contributed on behalf of each stockholder of Vista Vacations is listed opposite such stockholders' name on Exhibit 7.2(A). (b) The Escrow Fund shall be available to compensate AmeriNet and its affiliates for any claim, loss, expense, liability or other damage, including reasonable attorneys' fees that AmeriNet or any of its affiliates has incurred or reasonably anticipates incurring by reason of the breach by Vista Vacations of any representation, warranty, covenant or agreement of Vista Vacations contained herein, ("Losses"), but only to the extent that such Losses exceed $20,000. (c) AmeriNet and Vista Vacations each acknowledge that such Losses, if any, would relate to unresolved contingencies existing at the Time of Closing, which if resolved at the Closing would have led to a reduction in the total number of shares of AmeriNet Common Stock AmeriNet would have agreed to issue in connection with the Reorganization. 79 (3) Nothing herein shall limit the liability of Vista Vacations for any breach of any representation, warranty or covenant if the Reorganization does not close. Resort to the Escrow Fund shall be the exclusive contractual remedy of AmeriNet and its affiliates for any such breaches and misrepresentations if the Reorganization does close; provided, however, that nothing herein shall limit any noncontractual remedy for fraud. (B) Escrow Period; Distribution upon Termination of Escrow Periods. (1) Subject to the following requirements, the Escrow Fund shall remain in existence until the 2000 Audit Date (the "Escrow Period"). (2) Upon the expiration of such Escrow Period, the Escrow Fund shall terminate with respect to all Escrow Shares; provided, however, that the number of Escrow Shares, which, in the reasonable judgment of AmeriNet, subject to the objection of the Agent and the subsequent arbitration of the matter in the manner provided in Section 7.2(G) hereof, are necessary to satisfy any unsatisfied claims specified in any Officer's Certificate delivered to the Escrow Agent prior to the expiration of such Escrow Period with respect to facts and circumstances existing on or prior to the 2000 Audit Date shall remain in the Escrow Fund (and the Escrow Fund shall remain in existence) until such claims have been resolved. (3) As soon as all such claims have been resolved, the Escrow Agent shall deliver to the Former Vista Vacations Stockholders all AmeriNet Common Stock and other property remaining in the Escrow Fund and not required to satisfy such claims. (4) Deliveries of AmeriNet Common Stock and other property to the Former Vista Vacations Stockholders pursuant to this Section 7.2(B) shall be made in proportion to their respective original contributions to the Escrow Fund. (C) Protection of Escrow Fund. The Escrow Agent shall hold and safeguard the Escrow Fund during the Escrow Period, shall treat such fund as a trust fund in accordance with the terms of this Agreement and not as the property of AmeriNet and shall hold and dispose of the Escrow Fund only in accordance with the terms hereof. (D) Distributions; Voting. (1) (a) Any shares of AmeriNet Common Stock or other equity securities issued or distributed by AmeriNet, including shares issued upon a stock split or any stock dividend or distribution ("New Shares") in respect of AmeriNet Common Stock in the Escrow Fund which have not been released from the Escrow Fund shall be added to the Escrow Fund and become a part thereof. (b) New Shares issued in respect of AmeriNet Common Stock which have been released from the Escrow Fund shall not be added to the Escrow Fund, but shall be distributed to the holders thereof. (c) When and if cash dividends on AmeriNet Common Stock in the Escrow Fund shall be declared and paid, they shall not be added to the Escrow Fund but shall be paid to those on whose behalf such AmeriNet Common Stock is held who, prior to the Reorganization, held Vista Vacations' Common Stock. 80 (2) Each stockholder of Vista Vacations shall have voting rights with respect to the shares of AmeriNet Common Stock contributed to the Escrow Fund on behalf of such stockholder (and on any voting securities added to the Escrow Fund in respect of such shares of AmeriNet Common Stock) so long as such shares of AmeriNet Common Stock or other voting securities are held in the Escrow Fund. (E) Claims Upon Escrow Fund. Subject to the objection procedure established in Section 7.2(F) below, the Escrow Agent shall deliver to AmeriNet out of the Escrow Fund, as promptly as practicable, shares of AmeriNet Common Stock or other assets held in the Escrow Fund in an amount equal to Losses by AmeriNet, provided that (1) A written claim of loss has been provided by AmeriNet to the Escrow Agent at any time on or before the last day of the Escrow Period in the form of a certificate signed by any officer of AmeriNet (an "Officer's Certificate"), with a copy to Vista Vacations: (a) Stating that AmeriNet has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses, and (b) Specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or claim to which such item is related, the Escrow Agent shall, subject to the provisions of Section 7.2(F) hereof. (2) For the purposes of determining the number of shares of AmeriNet Common Stock to be delivered to AmeriNet out of the Escrow Fund pursuant to Section 7.2(E)(1), the shares of AmeriNet Common Stock shall be valued at the average closing transaction price therefor during the preceding ten trading days, as reported on the highest rated securities market or securities exchange on which AmeriNet's Common Stock is actually traded. (F) Objections to Claims. (1) At the time of delivery of any Officer's Certificate to the Escrow Agent, a duplicate copy of such certificate shall be delivered to the Agent [as defined in Section 7.2(H)] and for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery to AmeriNet of shares of AmeriNet Common Stock, pursuant to Section 7.2(E) hereof unless the Escrow Agent shall have received written authorization from the Agent to make such delivery. (2) After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the shares of AmeriNet Common Stock or other property in the Escrow Fund in accordance with Section 7.2(E) hereof, provided that no such payment or delivery may be made if the Agent shall object in a written statement to the claim made in the Officer's Certificate, and such statement shall have been delivered to the Escrow Agent prior to the expiration of such thirty (30) day period. (G) Resolution of Conflicts; Arbitration. (1) (a) In case the Agent shall so object in writing to any claim or claims made in any Officer's Certificate, the Agent and AmeriNet shall attempt in good faith to agree upon the rights of the respective Parties with respect to each of such claims. (b) If the Agent and AmeriNet should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties and shall be furnished to the Escrow Agent. 81 (c) The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of AmeriNet Common Stock or other property from the Escrow Fund in accordance with the terms thereof. (2) (a) If no such agreement can be reached after good faith negotiation, either AmeriNet or the Agent may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both Parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. (b) AmeriNet and the Agent shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. (c) The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the Parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing Parties about the subject matter of the dispute. (d) The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys fees and costs, to the extent as a court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. (e) The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the Parties to this Agreement, and notwithstanding anything in Section 7.2(F) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. (f) Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (3) (a) (i) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. (ii) Any such arbitration shall be held in Broward County, Florida, under the rules then in effect of the American Arbitration Association. (b) For purposes of this Section 7.2(G), in any arbitration hereunder in which any claim or the amount thereof stated in the Officer's Certificate is at issue, AmeriNet shall be deemed to be the Non-Prevailing Party in the event that the arbitrators award AmeriNet less than the sum of 50% of the disputed amount plus any amounts not in dispute; otherwise, the Former Vista Vacations Stockholders as represented by the Agent shall be deemed to be the Non-Prevailing Party. (c) The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative fee of the American Arbitration Association, and the expenses, including without limitation, reasonable attorneys' fees and costs, incurred by the other party to the arbitration. 82 (H) Agent of the Stockholders: Power of Attorney. (1) (a) (i) Teri Nadler is hereby irrevocably appointed as the agent and attorney-in-fact (the "Agent") for each stockholder of Vista Vacations, for and on behalf of the Former Vista Vacations Stockholders, to give and receive notices and communications, to authorize delivery to AmeriNet of AmeriNet Common Stock or other property from the Escrow Fund in satisfaction of claims by AmeriNet, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Agent for the accomplishment of the foregoing. (ii) Such agency may be changed by the Former Vista Vacations Stockholders from time to time upon not less than thirty (30) days prior written notice to AmeriNet; provided that the Agent may not be removed unless holders of a two-thirds interest of the Common Stock comprising the Escrow Fund agree to such removal and to the identity of the substituted agent. (iii) No bond shall be required of the Agent, and the Agent shall not receive compensation for his or her services. (iv) Notices or communications to or from the Agent shall constitute notice to or from each of the Former Vista Vacations Stockholders. (b) The Agent shall be entitled to submit a claim and receive reimbursement from the Escrow Fund for all reasonable, documented out-of-pocket expenses incurred by the Agent as a result of his acting as the Agent; provided, however, that such right to reimbursement shall be subordinate to AmeriNet's claims on the Escrow, if any, and shall be paid only after all such claims have been satisfied. (c) Any such reimbursement shall be paid in shares of AmeriNet Common Stock out of the Escrow Fund. (d) For purposes of such reimbursement of the Agent only, such shares shall be valued at the average of the closing prices of AmeriNet Common Stock for the ten trading days ending on the day prior to the date the Escrow Agent pays such reimbursement amount. (2) (a) The Agent shall not be liable for any act done or omitted hereunder as Agent while acting in good faith and in the exercise of reasonable judgment. (b) The Former Vista Vacations Stockholders on whose behalf shares of AmeriNet Common Stock were contributed to the Escrow Fund shall severally indemnify the Agent and hold the Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Agent and arising out of or in connection with the acceptance or administration of the Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Agent. (I) Actions of the Agent. (1) A decision, act, consent or instruction of the Agent shall constitute a decision of all the stockholders for whom shares of AmeriNet Common Stock otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such stockholders, and the Escrow Agent 83 and AmeriNet may rely upon any such decision, act, consent or instruction of the Agent as being the decision, act, consent or instruction of every such stockholder. (2) The Escrow Agent and AmeriNet are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Agent. (J) Third-Party Claims. (1) In the event AmeriNet becomes aware of a third-party claim which AmeriNet believes may result in a demand against the Escrow Fund, AmeriNet shall notify the Agent of such claim, and the Agent and the Former Vista Vacations Stockholders shall be entitled, at their expense, to participate in any defense of such claim. (2) AmeriNet shall have the right in its sole discretion to settle any such claim; provided, however, that except with the consent of the Agent, no settlement of any such claim with third-party claimants shall alone be determinative of the validity of any claim against the Escrow Fund. (3) In the event that the Agent has consented to any such settlement, the Agent shall have no power or authority to object under any provision of this Article VII to the amount of any claim by AmeriNet against the Escrow Fund with respect to such settlement. (K) Escrow Agent's Duties. (1) (a) The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, and as set forth in any additional written escrow instructions which the Escrow Agent may receive after the date of this Agreement which are signed by an officer of AmeriNet and the Agent, and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or Parties. (b) The Escrow Agent shall not be liable for any act done or omitted hereunder as Escrow Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. (2) The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the Parties or by any other person, excepting only orders or process of courts of law, and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree of any court, the Escrow Agent shall not be liable to any of the Parties or to any other person by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (3) The Escrow Agent shall not be liable in any respect on account of the identity, authority or rights of the Parties executing or delivering or purporting to execute or deliver this Agreement or any documents or papers deposited or called for hereunder. (4) The Escrow Agent shall not be liable for the expiration of any rights under any statute of limitations with respect to this Agreement or any documents deposited with the Escrow Agent. (5) The Escrow Agent may resign at any time upon giving at least thirty (30) days written notice to AmeriNet and the Agent to this Agreement; provided, however, that no such resignation shall become effective until the appointment of a successor escrow agent which shall be accomplished as follows: 84 (a) AmeriNet and the Agent shall use their best efforts to mutually agree upon a successor agent within thirty (30) days after receiving such notice. (b) If the Parties fail to agree upon a successor escrow agent within such time, AmeriNet shall have the right to appoint a successor escrow agent authorized to do business in Florida. (c) The successor escrow agent selected in the preceding manner shall execute and deliver an instrument accepting such appointment and it shall thereupon be deemed the Escrow Agent hereunder and it shall without further acts be vested with all the estates, properties, rights, powers, and duties of the predecessor Escrow Agent as if originally named as Escrow Agent. (d) Thereafter, the predecessor Escrow Agent shall be discharged for any further duties and liabilities under this Agreement. Article VIII Termination, Amendment And Waiver 8.1 Termination. This Agreement may be terminated and the Reorganization abandoned at any time prior to the Closing Date, as follows: (A) By mutual consent of Vista Vacations and AmeriNet. (B) By AmeriNet if it is not in material breach of its obligations under this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of Vista Vacations and such breach has not been cured within fifteen days after notice to Vista Vacations. (C) By Vista Vacations if it is not in material breach of its respective obligations under this Agreement and there has been a material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of AmeriNet and such breach has not been cured within 15 days after notice to AmeriNet; (D) By any Party if: (1) The Reorganization has not occurred by April 15, 2000; (2) There shall be a final nonappealable order of a federal or state court in effect preventing consummation of the Reorganization; (3) There shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Reorganization by any Governmental Entity which would make consummation of the Reorganization illegal; or (4) There shall be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Reorganization by any Governmental Entity, which would: (a) Prohibit AmeriNet's or Vista Vacations' ownership or operation of all or a material portion of the business of Vista Vacations, or compel AmeriNet or Vista Vacations to dispose of or hold separate all or a material portion of the business or assets of Vista Vacations or AmeriNet as a result of the Reorganization; or 85 (b) Render AmeriNet or Vista Vacations unable to consummate the Reorganization, except for any waiting period provisions. (E) Where action is taken to terminate this Agreement pursuant to this Section 8.1, it shall be sufficient for such action to be authorized by the board of directors (as applicable) of the Party taking such action. 8.2 Effect of Termination. In the event of termination of this Agreement as provided in Section 8.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of AmeriNet or Vista Vacations or their respective officers, directors or stockholders, except if such termination results from the breach by a Party of any of its representations, warranties, covenants or agreements set forth in this Agreement (it being understood that termination of this Agreement because of failure of Vista Vacations to satisfy the condition set forth in Section 6.3(A) as a result of the occurrence of a Post-Execution Event shall not be deemed to be a termination resulting from such a breach of representation or warranty.) 8.3 Amendment. (A) This Agreement may be amended by the Parties at any time before or after approval of matters presented in connection with the Reorganization by the stockholders of those Parties required by applicable law to so approve but, after any such stockholder approval, no amendment shall be made which by law requires the further approval of stockholders of a party without obtaining such further approval. (B) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties. 8.4 Extension & Waiver. (A) At any time prior to the Closing any Party may, to the extent legally allowed: (1) Extend the time for the performance of any of the obligations or other acts of the other Parties; (2) Waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto; or (3) Waive compliance with any of the agreements or conditions for the benefit of such Party contained herein. (B) Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. Article IX General Provisions 9.1 Interpretation. (A) When a reference is made in this Agreement to Schedules or Exhibits, such reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." 86 (C) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 9.2 Notice. (A) All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (1) To AmeriNet: AmeriNet Group.com, Inc. Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-4635; and, e-mail michael@amerinetgroup.com; with a copy to G. Richard Chamberlin, Esquire; General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, grichard@atlantic.net. (2) To Vista Vacations: Vista Vacations International, Inc. 5653 Northwest 29th Street; Margate, Florida 33063 Attention: Teri Nadler, President Telephone (954) 975-0898; Fax (954) 975-8447; e-mail terie@flinet.com; with a fax copy to Scott B. Ugell 155 North Main Street; New City, New York 10956 Telephone (914) 639-7011; Fax (914) 639-7088; and, e-mail esqjudge@aol.com (3) To Agent: Ms. Teri Nadler 5653 Northwest 29th Street; Margate, Florida 33063 Telephone (954) 975-0898; Fax (954) 975-8447; e-mail terie@flinet.com; with a fax copy to 87 Scott B. Ugell 155 North Main Street; New City, New York 10956 Telephone (914) 639-7011; Fax (914) 639-7088; and, e-mail esqjudge@aol.com (4) To the Escrow Agent: The Yankee Companies, Inc. Crystal Corporate Center; 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (C) (1) The Parties acknowledge that Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Because of the inherent conflict of interests involved, Yankees has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on their behalf. (3) The decision by any Party not to use the services of legal counsel in conjunction with this transaction shall be solely at their own risk, each Part acknowledging that applicable rules of the Florida Bar prevent AmeriNet's general counsel, who has reviewed, approved and caused modifications on behalf of AmeriNet, from representing anyone other than AmeriNet in this transaction. 9.3 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and shall be of no force or effect. 9.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and the Reorganization and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 9.5 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 88 9.6 Governing Law. This Agreement shall be construed in accordance with the substantive and procedural laws of the State of Delaware (other than those regulating Taxation and choice of law). 9.7 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 9.8 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (B) Except for the arbitration procedures outlined in paragraphs 7.2(G)(2) and 7.2(G)(3) which shall govern any arbitration proceeding described therein, in the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (a) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from six alternatives to be provided, three by AmeriNet and three by Vista Vacations. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, three by AmeriNet and Three by Vista Vacations. (3) (a) Expenses of mediation shall be borne equally by the Parties, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties involved. 89 9.9 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 9.10 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 9.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement which shall be the document filed with the Commission. 9.12 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by G. Richard Chamberlin, Esquire, AmeriNet's acting general counsel. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. (C) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. 90 In Witness Whereof, AmeriNet, Vista Vacations and the Escrow Agent (with respect to the Escrow Agent, as to matters set forth in Article VII only) have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, sealed and delivered In Our Presence: AmeriNet Group.com, Inc. _________________________________ (A Delaware corporation) _________________________________ By: /s/ Michael H. Jordan _____________________________ Michael H. Jordan, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey _____________________________ Vanessa H. Lindsey, Secretary Dated: March 12, 2000 State of Florida } County of Palm Beach } ss.: On this 12th day of March, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Michael H. Jordan and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 26th day of April, 2004. {Seal} /s/ Charles J. Scimeca -------------------------------- Notary Public 91 Vista Vacations International, Inc. _________________________________ (a Florida corporation) _________________________________ By: /s/ Teri E. Nadler _____________________________ Teri Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba _____________________________ Alicia Torrealba, Secretary Dated: March 12, 2000 State of Florida } County of Palm Beach } ss.: On this 12th day of March, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Teri Nadler and Alicia Torrealba, to me known, and known to me to be the president and secretary of Vista Vacations International, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of Vista Vacations International, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 26th day of April, 2004. (Seal) /s/ Charles J. Scimeca ----------------------------- Notary Public The Yankee Companies, Inc. _________________________________ (a Florida corporation) _________________________________ By: /s/ Leonard M. Tucker ____________________________ Leonard Miles Tucker, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey ' ____________________________ Vanessa H. Lindsey, Secretary Dated: March 12, 2000 State of Florida } County of Palm Beach } ss.: On this 12th day of March, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Leonard Miles Tucker and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of the Yankee Companies, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of the Yankee Companies, Inc., as the Escrow Agent, the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 26th day of April, 2004. (Seal) /s/ Charles J. Scimeca ----------------------------- Notary Public 92 Schedule 1.4 Vista Vacations' Constituent Documents 1. Amended Articles of Incorporation. 2. Amended Bylaws. 3. Resolution by majority of Vista Stockholders adopting Amended Articles of Incorporation and Amended Bylaws. 4. Resolution by Vista Board of Directors adopting Amended Articles of Incorporation and Amended Bylaws. 5. Resolution of Board of Directors dated March 7, 2000 approving and adopting Reorganization Agreement and Affiliate Agreements with AmeriNet Group.com, Inc., with a direction that the Secretary cancel all stock certificated pursuant to instructions of each stockholder and the issuance of 100% of the common stock of Vista Vacations to AmeriNet Group.com, Inc. Items 1-2 can be found as Exhibit 3(i)vv.4 and 3(ii)vv.4 of this Form 8-K. 93 Vista Vacations International, Inc. Consent in Lieu of Meeting THE UNDERSIGNED, being the all of the Stockholders and all of the members of the Board of Directors of Vista Vacations International, Inc.. (the "Corporation"), pursuant to authority granted under Florida Statutes Sections 607.0704 and .0821, hereby take the following actions and adopt the following resolutions: Witnesseth: WHEREAS, as a result of the Corporation's current status as a wholly owned subsidiary of AmeriNet Group.com, Inc., a publicly held Delaware corporation ("AmeriNet"), it is appropriate to amend its articles of incorporation and bylaws (collectively sometimes hereinafter referred to as the "Constituent Documents") in order to effectuate the provisions of the reorganization agreement pursuant to which the Corporation was acquired by AmeriNet, as subsequently amended, and the provisions of the reorganization agreement pursuant to which Vista Vacations International, Inc., a Florida corporation was merged into the Corporation, and to reflect its current status and operational procedures and requirements; NOW, THEREFORE, be it: RESOLVED, that this Corporation's articles of incorporation be amended and restated in the form heretofore circulated among the duly authorized and empowered representatives of AmeriNet, this Corporation's sole stockholder, a copy of which is annexed to and made a part of this written consent in lieu of special meeting of stockholders as exhibit A, and that a restated copy thereof be placed in the Corporation's minute book, in the place and stead of the Corporation's articles of incorporation and subsequent amendments thereto; and be it FURTHER RESOLVED, that the Corporation's bylaws be, and they are hereby repealed and replaced by the form of bylaws heretofore circulated among the duly authorized and empowered representatives of AmeriNet, this Corporation's sole stockholder, a copy of which is annexed to and made a part of this written consent in lieu of special meeting of stockholders as exhibit B, and that a restated copy thereof be placed in the Corporation's minute book, in the place and stead of the Corporation's repealed bylaws; and be it FURTHER RESOLVED, that the Officers of this Corporation are hereby authorized, empowered and directed to take all actions on behalf of the Corporation necessary or desirable to effect the foregoing. DONE, effective as of the 7th day of March, 2000. AmeriNet Group.com, Inc., as the sole stockholder of Vista Vacations International, Inc. By: /s/ Michael H. Jordan ______________________ Michael A. Jordan, President {Seal} Attest: /s/ Vanessa H. Lindsey _____________________ Vanessa H. Lindsey, Secretary 94 RESOLUTION BE IT RESOLVED, that by unanimous vote of the Board of Directors of Vista Vacations International, Inc., the amended Articles of Incorporation and Amended Bylaws have been adopted. Dated: Margate, Florida March 7, 2000 /s/ Alicia Torrealba, Secretary RESOLUTION BE IT RESOLVED, that by a vote of the Board of Directors of Vista Vacations International, Inc., the Reorganization Agreement and Affiliate Agreements with AmeriNetGroup.com, Inc. are hereby approved and accepted and. Pursuant to the terms of the Reorganization Agreement the Secretary is hereby directed to cancel all stock certified pursuant tot instructions of each shareholder and the issuance of 100% of the common stock of Vista Vacations International, Inc. to AmeriNetGroup.com, Inc. Dated: Margate, Florida March 7, 2000 /s/ Alicia Torrealba, Secretary Schedule 1.7(C) Vista Vacation's Final Stockholder Data Name State Shares Cert No. Date Issued Consideration - ---- ----- ------ -------- ----------- ------------- Nellie Tippery Washington 375 shares unknown 11/13/98 canceled Teri E. Nadler Florida 765 shares 1 11/13/98 $ 765.00 Jean Hickman Florida 20 shares 4 11/13/98 $ 20.00 Alicia Torrealba Florida 20 shares 5 11/13/98 $ 20.00 Ken & Carol Nelson Florida 75 shares 3 01/21/00 $50,000.00 Jean Hickman Florida 160 Shares 6 01/21/00 $ 160.00 Alicia Torrealba Florida 40 shares 7 01/21/00 $ 20.00 Karyn McKnight Washington 20 shares 8 01/21/00 $13,333.20 Scott B. Ugell New York 400 shares 2 11/13/98 $ 400.00 (Corrected issuance) 1875 shares
Schedule 2.4(D) Conflicts with Obligations NONE Schedule 2.5(A) Vista Vacations Financial Statements 1. Balance Sheet and Profit and Loss Statements thru December 31, 1999. 2. Budget 3. Quarterly Tax Returns for March/99, June/99, Sept/99, Dec/99. 95 Balance Sheet and Profit and Loss Statements thru December 31, 1999. Dec 31, '99 ------------ ASSETS Current Assets Checking/Savings First Union Cap Account 5,775.54 First Union Operations 66,063.09 ------------ Total Checking/Savings 71,838.63 Other Current Assets Credit Card Reserve 7,077.00 Petty Cash 200.00 ------------ ------------ Total Other Current Assets 7,277.00 ------------ Total Current Assets 79,115.63 Fixed Assets Accumulated Depreciation -11,901.74 Computer Equipment 18,281.55 Furniture and Fixtures 13,387.28 Leasehold Improvements 1,089.00 Office Equipment 30,676.75 ------------ Total Fixed Assets 51,532.84 Other Assets Intangibles Accumulated Amortization -561.60 Organizational Costs 400.00 Trademark 7,224.00 ------------ Total Intangibles 7,062.40 Prepaid Consulting Fees 86,000.00 Prepaid Interest 684.20 Prepaid Rent 1,116.72 Recoverable Deposits 2,962.76 ------------ ------------ Total Other Assets 97,826.08 ------------ ------------ TOTAL ASSETS 228,474.55 ============ LIABILITIES & EQUITY Liabilities Current Liabilities Other Current Liabilities Payroll Liabilities 12,189.88 ------------ ------------ Total Other Current Liabilities 12,189.88 ------------ Total Current Liabilities 12,189.88 Long Term Liabilities N/P BSFS-Telephone System 12,087.00 N/P Xerox-Copiers 12,219.32 ------------ ------------ Total Long Term Liabilities 24,306.32 ------------ Total Liabilities 36,496.20 Equity Additional Paid in Capital 180,000.00 Net Income 11,978.35 ------------ ------------ Total Equity 191,978.35 ------------ ------------ TOTAL LIABILITIES & EQUITY 228,474.55 96 Jan - Dec '99 -------------- Ordinary Income/Expense Income Air Tickets 2,821.00 Car Reservations 508.95 ClLIA Fams 197,942.94 Cruises 185,826.98 Enrollment Income 103,637.96 Hotel Reservations 1,481.12 Override Commission 3,266.94 Printing Commission 14,426.49 Tours 134,595.70 Travel Insurance 2,643.90 -------------- Total Income 647,151.98 Cost of Goods Sold CLIA Fam Expense 144,124.54 Cruise Line Expense 62,069.29 Enrollment Expense 4,284.20 Hotel Reservation Expense 182.40 Outside Printing 5,115.07 Tous Expense 71,756.70 -------------- -------------- Total COGS 287,532.20 -------------- Gross 359,619.78 Profit Expense Advertising 2,427.71 Automobile Expense 37,064.84 Bank Service Charges 465.23 Commissiom 49,216.54 Credit Card Expense 5,874.77 Delivery & Courier 3,223.28 Dues and Subscriptions 1,263.53 Equipment Rental 604.03 Insurance Group Insurance 7,521.85 Workman's Compensation 1,850.00 Insurance - Other 1,880.02 -------------- Total Insurance 11,251.87 Interest Expense Loan Interest 342.10 -------------- Total Interest Expense 342.10 Internet 1,851.80 Licenses and Permits 1,236.60 Miscellaneous 0.00 Office Expenses 15,867.30 Payroll Expenses 44,439.34 Payroll Taxes Fica and MC 506.47 Payroll Taxes-FUTA/SUTA -1,297.35 -------------- Total Payroll Taxes -790.88 Postage 3,670.54 Printing and Reproduction 821.90 Professional Fees Consulting 31,608.00 -------------- Total Professional Fees 31,608.00 Rent 27,747.80 97 Repairs & Maintenance Building Repairs 274.69 Computer Repairs 1,000.00 Repairs & Maintenance - Other 261.57 -------------- Total Repairs & Maintenance 1,536.26 Telephone 23,504.89 Travel & Ent Meals & Entertainment 6,208.38 Travel 1,511.18 Travel & Ent - Other 0.00 -------------- Total Travel & Ent 7,719.56 Trip Insurance 637.00 Uncategorized Expenses 0.00 Utilities Gas and Electric 2,030.74 Water 363.83 -------------- Total Utilities 2,394.57 Void 0.00 -------------- -------------- Total Expense 273,978.58 -------------- Net Ordinary Income 85,641.20 Other Income/Expense Other Income Interest 908.08 -------------- Total Other Income 908.08 Other Expense Amortization Expense 561.60 Depreciation Expense 11,901.74 Fines & Penalties 620.35 Officer Salary 61,487.24 -------------- -------------- Total Other Expense 74,570.93 -------------- -------------- Net Other -73,662.85 Income -------------- -------------- Net Income 11,978.35 ============== 98 COST ANALYSIS - YEAR 2000 ITEMS INCOME EXPENSE PROFIT (GROSS SALES) (COST) Enrollment $374,800 $138,500 $236,300 Renewal 30,000 30,000 Kinkos 69,600 36,888 32,712 Travel Sales 2,625,000 2,310,000 315,000 Agent Sales 0 157,500 0 Commission (157,500) Travel Insurance 91,875 73,500 18,375 Agent Travel Ins 0 4,593 0 Commission (4,593) Training Conferences 205,260 156,500 48,760 Website Advertising 50,000 0 50,000 Website Replica sites 100,000 84,500 15,500 Website Locater sites 472,500 236,250 236,250 (9 months) TOTAL $4,019,035 $3,198,231 $820,804
99 Budget March 2000 to March 2001 March April May June July August Rent 1,359 1,359 1,359 2,600 2,600 2,600 Utlities 185 185 185 450 450 450 Telephone 1,700 1,700 1,700 2,400 2,400 2,400 Phone Sys. BS FS 503 503 503 503 503 503 Copier Xerox (lease) 550 550 550 550 550 550 Office Insurance 291 291 291 400 400 400 Health Insurance 1,105 1,700 1,700 1,700 1,700 1,700 Workmans Comp. 165 165 16 165 165 165 Security System 25 25 25 50 50 50 Internet (Verio) 215 270 290 290 290 290 Accountant 125 125 125 125 125 125 Postage 150 150 250 250 250 150 Courier & Delivery 100 100 150 100 100 100 Office Supplies 300 500 200 500 200 200 Maintenance --- 100 100 200 200 200 Web Site 10,000 10,000 10,000 10,000 10,000 10,000 Advertising --- 4,000 4,000 4,000 4,000 4,000 Travel 5,000 5,000 5,000 5,000 5,000 5,000 Meals & Enter. 600 600 600 600 600 600 Furn. & Equip. 3,500 1,500 --- 1,500 --- --- Salary 28,332 30,065 30,065 31,798 31,798 31,798 Taxes (employee) 2,110 2,240 2,240 2,370 2,370 2,370 Auto Expense 2,000 2,000 2,000 2,000 2,000 2,000 Misc. Expense 300 300 300 300 300 300 Promotion (Dale) 225 225 225 225 225 225 Trade Show --- --- ---- --- --- 5,000 TOTAL 52,715 63,653 62,023 68,076 66,276 71,176
Sept. Oct. Nov. Dec. Jan. Feb. Mar. Rent 2,600 2,600 2,600 2,600 2,600 2,600 2,600 Utlities 450 450 450 450 400 400 400 Telephone 2,400 2,400 2,400 2,400 2,400 2,400 2,400 Phone Sys. BS FS 503 503 503 500 503 503 503 Copier Xerox (lease) 550 550 550 550 550 550 550 Office Insurance 400 400 40 400 400 400 400 Health Insurance 1,105 1,700 1,700 1,700 1,700 1,700 1,700 Workmans Comp. 165 165 165 165 165 165 165 Security System 50 50 50 50 50 50 50 Internet (Verio) 290 290 290 290 290 290 290 Accountant 125 125 125 125 125 125 125 Postage 150 250 250 150 150 250 150 Courier & Delivery 100 100 100 100 150 10 100 Office Supplies 200 200 200 200 200 20 200 Maintenance 200 200 200 200 200 200 200 Web Site 10,000 10,000 10,000 10,000 10,000 10,000 10,000 Advertising 4,000 4,000 4,000 4,000 4,000 4,000 4,000 Travel 5,000 5,000 5,000 5,000 5,000 5,000 Meals & Enter. 600 600 600 600 600 600 600 Furn. & Equip. --- --- --- --- --- --- --- Salary 31,978 31,978 31,798 31,798 31,798 31,798 31,798 Taxes (employee) 2,370 2,370 2,370 2,370 2,370 2,370 2,370 Auto Expense 2,000 2,000 2,000 2,000 2,000 2,000 2,000 Misc. Expense 300 300 300 300 300 300 300 Promotion (Dale) 225 225 225 225 225 225 225 Trade Show --- --- 5,000 --- --- --- --- 66,176 66,276 71,226 66,126 66,226 66,326 66,126
100 PROJECTED REVENUE FROM MEMBERSHIP First Year 1999 Founders: 100 @ $349.00-----------------$ 34,900 Affiliates: 75 @ $ 99.00-----------------$ 7,425 Vista Agent: 400 @ $449.00-----------------$179,600 Affiliates: 200 @ $149.00-----------------$ 29,800 Club Member: 100 @ $ 79.00-----------------$ 7,900 TOTAL $262,075 COST OF MEMBERSHIP Founders and Affiliates----------------$10,800 Vista Agent and Affiliates-------------$41,800 Club Member and Affiliates-------------$ 950 (see attached for breakdown of cost) TOTAL $(53,550) NET REVENUE FOR MEMBERSHIP ** TOTAL $208,525 **This is a very conservative total as we believe that the membership for the first year will be triple the amount we are projecting. However, it is our business philosophy to deliver much more than expected! PROJECTED REVENUE FROM 1-1-99 THROUGH 12-31-99 INCOME NEW MEMBER ENROLLMENT $262,075 COM. ON CRUISE SALES $784,000 INSURANCE REVENUE $ 75,421 --------- TOTAL $1,121,496 EXPENSES MEMBERSHIP (53,550) REFERRAL COM. AGENTS (53,415) COM TO AGENTS (235,200) FIXED OPERATING COSTS (386,836) 12% INCREASE OF OPERATING EXP. (2ND 6 MONTH PERIOD) (46,420) TOTAL (775,421) NET PROFIT 346,075 **see note on Projected Revenue from Membership 101 Schedule 2.7 Changes Since Vista Vacations' Financial Statements NONE Schedule 2.8(A) Tax Disclosure Schedule No tax delinquencies. Schedule 2.10(A) Leased Real Property 1. Commercial Lease dated December 9, 1998 between John A. Roschman and Vista for property located at 5653 NW 29th Street, Margate: Two year term ending December 31, 2000. Rent is presently $1,247.00 per month. No other Leased Real Property. Item 1 can be found as exhibit 10vv.1 to this Form 8-K. Schedule 2.10(C) Equipment Leased Equipment: 1. BSFS Equipment Leasing of ICS phone system, supplier BellSouth Communications Systems, Inc. dated 12/31/1998 for term of 36 months at 473.8 per month. 2. Xerox Equipment Lease dated 3/16/99 36 months at $87.32. 3. Xerox Equipment Lease dated 3/16/99 36 months at $57.65. 4. Xerox Equipment Lease dated 3/16/99 36 months at $252.60. 5. Equipment and Inventory List Items 1-4 can be found as exhibits 10vv.2 through 10vv.5 of this Form 8-K. VISTA VACATIONS INTERNATIONAL INVENTORY LIST NORSTAR PLUS MODULAR COMMUNICATION SYSTEM (1) PANASONIC FAX AND COPIER (1) XEROX 5322 BLACK AND WHITE COPIER (1) XEROX 5760 COLOR COPIER (1) XEROX PRO 635 FAX WORK CENTER (1) REFRIGERATOR (1) TOASTER (1) COFFEE MAKER (1) TWO DRAWER BLACK FILE CABINETS (6) SMALL WHITE FILE CABINET (1) WORK TABLE (1) STACKING SHELVES (4) FOUR DRAWER BLACK LATERAL FILE CABINETS (3) GRAY HIGH BACK EXECUTIVE CHAIR (1) GRAY LOW BACK DESK CHAIRS (8) TWO DRAW LAMINATED EXECUTIVE FILE CABINET (1) MIRROR AND CABINET EXECUTIVE WALL UNIT (1) GLASS AND DOUBLE PEDESTAL EXECUTIVE DESK (1) IMPORTED WHITE AND SILVER PLATED VASES (2) WHITE TATAN WING CHAIRS (2) WHITE RATAN OCCASIONAL TABLE (1) LARGE 8" GRAY FORMICA LAMINATE MULTI-SHELF UNITS (2) BLACK BELL SOUTH TELEPHONE (1) CITIZENS AND TRANZ VERIFONE CREDIT CARD TERMINAL (10) PITNEY BOWES POSTAGE METER AND SCALE (1) WHITE TWO SHELVE TABLE (1) MONITOR, E MACHINE ETOWER 333 COMPUTER, KEYBOARD, PRINTERS (14) SPEAKERS (10) MISCELLANEOUS SOFTWARE PROGRAMS 10MEGA ZIP 1001 (3) POWER BATTERY BACK UP (10) ACCESSORIES (WALL HANGINGS, FLORAL ARRANGEMENTS, PLANTS ETC.) DESK ACCESSORIES AND OFFICE SUPPLIES (CALCULATORS, WASTE BASKETS STAPLERS, STACK FILES, ETC.) SCANNERS (2) HEWLETT PACKARD DESKJET 560C PRINTER (1) 102 Schedule 2.11 Intellectual Property 1. Federal Trademark Elimination Search dated November 24, 1998. No other Intellectual Property. To: Richard Chamberlin From: Scott B. Ugell Date: March 11, 2000 Richard, With regard to you question about the trademark relative to schedule Section 2.11, please be advised that while a trademark search was in fact completed, the application for a trademark has not been completed. As such, we can provide a copy of the search but nothing else related thereto. Please call us when and if you need to discuss this. /s/ Scott B. Ugell Corporate Service Bureau, Inc. 283 Washington Avenue Albany New York 12206 Phone (518) 463-8550 Fax (518) 463-3752 November 24, 1998 Scott Ugell 155 North Main Street New City, NY 10956 Re: Federal Trademark Research for "Vista Vacations International" for Travel Dear Mr. Ugell: Enclosed please fine our comprehensive report on the Federal Trademark Search performaed on the above mark. In order to proceed with the Federal Trademark filing, we need you to complete the attached worksheet and return it with a check payable to Corporate Service Bureau, in the amount of $675.00 to file in one class. Attached is a credit card authroization form for your convenience. Also enclosed is a timetable for the application procedure. Thank you. Sincerely, /s/ Scott J. Schuster Corporate Service Bureau Enclosures 103 Corporate Service Bureau, Inc. Ref. No: 116283 283 Washington Avenue Client ID: 397011 Albany New York 12206 Inv. Date: November 24, 1998 Phone (518) 463-8550 Fax (518) 463-3752 Billed to: Scott Ugell 155 N. Main Street New City, New York 10956 Performed a Federal Trademark Elimination search from the u.s. patent & trademark office for: VISTA VACATIONS INTERNATIONAL SERVICE FEE $475.00 --------- Invoice Total $475.00 We have received your payment of $475.00, VIS74431-232 The credit will appear on your monthly statement. The remaining balance due on this invoice is $0.00 Thank you - Pay this invoice upon receipt Return copy of this invoice with your payment - write the invoice number on all payments. Note: We guarantee our information to be as accurate as reasonable care can make it. However, the ultimate responsibility for maintaining files rests with the filing officer and/or government agency and we will accept no liability beyond the exercise of reasonable care. Biller: DMC U.S. PATENT & TRADEMARK OFFICE CORPORATE SERVICE BUREAU INC. 283 Washington Avenue Albany, New Yor 12206 518-463-8550 Fax: 518-463-3762 Requested By: VISTA VACATIONS INTERNATIONAL Type of Search STANDARD FEDERAL (USPTO) SEARCH GOOD/SERVICES: TRAVEL SERVICES DATE OF SEARCH: NOVEMBER 23, 1997 ******** This report contains information from U.S. Patent and Trademark Office Tapes received through 11/17.98. If you have any questions about this Report, please write or call us at (518) 463-8550. ******** Corporate Service Bureau 283 Washington Avenue Albany, New York 12206 518-463-8550 Fax: 518-463-3762 104 Schedule 2.12 Contracts and Agreements 1. Shareholders Agreement and Irrevocable Proxy for Vista Vacations International, Inc., dated November 13, 1998, between Teri Nadler, Nellie Tippery, Jean Hickman, Alicia Torrealba. (32 pages) 2. Amended Shareholders Agreement dated September 28, 1999, between Teri Nadler, Nellie Tippery, Jean Hickman, Alicia Torrealba.(Four pages). 3. Letter agreement removing security interest in Vista shares by Nellie Tipper, dated January 20, 2000. 4. Security and Pledge Agreement dated November 14, 1998, between Nellie Tippery, Jean Hickman, Alicia Torrealba and Vista Vacations dated November 14, 1998. 5. Shareholders Agreement and Irrevocable Proxy dated January 17, 2000 between Teri Nadler, Scott B. Ugell, Jean Hickman, Alicia Torrealba, Karyn McKnight, Carol Nelson, and Ken Nelson. (28 pages). 6. Carnival Cruise Override Commission Agreement dated March 18, 1999. (2 pages). 7. Letter, application and membership agreement form with Vacation.com and Vista Vacations International, Inc. 8. Pending Agreement with Dale Everly Colson as Public Relations Consultant for $15,000 for 200 hours. 9. Agreement for Professional Services between Vista Vacations and WRIwebs.com, Inc. 10. Superseder & Conversion Agreement with Nellie Tippery. No other Contracts or Agreements except as disclosed in the Exhibits of the Reorganization Agreement. Items 1-10 can be found as Exhibit 10vv.6 through 10vv.15 of this Form 8-K. Schedule 2.12(A)(12) Debt & Guarantee Instruments 1. Promissory Note in favor of Nellie Tippery. 2. Cancellation of Promissory Note in favor of Nellie Tippery. No other Debt & Guarantee Instruments. Items 1-2 can be found as Exhibit 10vv.16 of this Form 8-K. Schedule 2.13 Related Party Transactions 1. Teri Nadler and Scott Ugell are brother and sister. No other Related Party Transactions. 105 Schedule 2.14 Governmental Authorization 1. State of Florida Department of Agriculture, Sellers of Travel Registration Certificate No. 00177 dated February 7, 2000, expires February 7, 2001. 2. State of Florida Broward County Occupational License for October 1, 1999 thru September 30, 2000. 3. Notice of Acceptance of S. Corporation dated March 22, 1999. 4. Corporate detail summary sheet as of January 1, 2000. - -------------------------------------------------------------------------------- STATE OF FLORIDA DEPARTMENT OF AGRICULTURE AND CONSUMER SERVICES Division of Consumer Services Tallahassee, Florida 32399-0800 POST CERTIFICATE CONSPICUOUSLY Certificate No.: 00177 Date Issued: 02/07/2000 Date Expires: 02/07/2001 Fee Amount: $300.00 SELLERS OF TRAVEL REGISTRATION CERTIFICATE Section 559.928, Florida Statutes VISTA VACATIONS INTERNATIONAL, INC. 5653 NW 29 STREET MARGATE, FLORIDA 33063 Registration No.: ST-30880 Bob Crawford Commissioner of Agriculture - -------------------------------------------------------------------------------- BROWARD COUNTY OCCUPATIONAL LICENSE TAX FOR PERIOD OCTOBER 1, 1999 THRU SEPTEMBER 30, 2000 X Renewal SEC #32/328 TAX $81.00 Renew on or before September 30, 2000 Date Business Opened: 01/28/99 Account Number 328-0001284 State or County Cert/Reg # ST 30880 Business Location Address: 5653 NW 29 ST. MARGATE, FL 33063 Business Phone 954-975-0898 Tax ID#65-0877427 VISTA VACATIONS INTERNATIONAL INC NADLER, TERI 5653 NW 29 ST MARGATE, FL 33063 SELLER OF TRAVEL - 6 UNITS - 1999-2000 Broward County Revenue Collector 115 S. Andrews Ave., Governmental Center Annex Ft. Lauderdale, FL 33301 0 00000000 0000008100 0000003280001284 1001 0 8100 027373 07 91499 - -------------------------------------------------------------------------------- 106 Internal Revenue Service Date of this notice: Mar. 22, 1999 Atlanta, GA 39901 VISTA VACATIONS INTERNATIONAL INC 6645 NW 48TH MANOR CORAL SPRINGS FL 33067-2104455 NOTICE OF ACCEPTANCE AS AN S-CORPORATION Your election to be threated as an S-Corporation with an accounting period of December is accepted. The election is effective beginning January 1, 1999, subject to verification if we examine your return. If your effective date is not as requested, it will have been changed for one of two reasons. Either your election was made after the 15th day of the third month of the tax year to which it applies, but before the end of that tax year, or the election period. In either case, your election is invalid for the next tax year requested and has therefore, been treated as though it were made for the next tax year. Please keep this notice in your permanent records as verification of your acceptance as an S-corporation. If you have any questions about this notice or the actions we have taken, please write to us at the address shown aboe. If you prefer, you may call us at the IRS telephone number listed in your local directory. An employee there may be able to help you; however, the office at the address shown on this notice is most familiar with your case. If you write to us, please provide your telephone number and the most convenient time for us to call so we can contact you to resolve your inquiry. Please return the bottom part of this notice to help us identify your case. Thank you for your cooperation. 107 CORPORATE DETAILS As at January 1, 2000 Date of incorporation: November 12, 1998 State of Incorporation: Florida Principal Place of Business: Florida Chairperson: Scott Ugell Director: Director: Teri Nadler Director: Scott Ugell Officers: President Teri Nadler Vice-President: Scott Ugell Secretary Alicia Torrealba Treasurer Jean Hickman Bank Accounts: 2000004895840/9982760113 Fiscal Year: January 1 - 12/31 Annual Meeting Date: Ooctober 8th Attorney: Scott Ugell Accountant: Howard Kent Registered Agent: Teri Nadler Shareholders Number of Shares ------------ ---------------- Teri Nadler 765 Scott Ugell 400 Jean Hickman 180 Alicia Terrealba 60 M/M Nelson 75 Karen McKnight 20 Schedule 2.15 Litigation 1. No Litigation Pending. 2. No Potential Litigation Pending. Schedule 2.19 Brokers' and Finders' Fee 1. No Broker's fees or Finder's fees. 108 Schedule 2.20 List of Employees and Independent Agents Teri E. Nadler, President and Chief Executive Officer 6645 NW 45th Coral Springs, Florida 33062 Scott Ugell, General Counsel and Chief Legal Officer 155 N. Main Street New City, New York 10956 Jean Hickman, Executive Vice President of Operations and Finance 3780 SW 19th Street Fort Lauderdale, Florida 33312 Alicia Torrealba, Executive Director of CLIA 1985 S. Ocean Drive, Apartment 11-A Hallendale, Florida 33309 Karyn McKnight, Executive Director of Field Sales 10020A Main Street, Suite 177 Bellvue, Washington 98004 Trevor Grafflin, Inside Sales 22940 C. Oxford Place Boca Raton, Florida 33433 Jay Lovins, Inside Sales 2037 Champions Way North Lauderdale, Florida 33068 List of Independent Agents. SOURCE CODES & DESCRIPTIONS CODE DESCRIPTION ACTIVE 630 HOUSE ACCT YES F111 Brant/Evelyn YES F112 SCHWARTZ/Charles & K YES F113 Brody/Melvin & M YES F114 Bolich/Mayson & D YES F115 Goldberg/Robert & T YES F116 Fulton/Paul & Nancy YES F117 Boyd/Bob & Deloryce YES F118 Teitler/Herman & C YES F119 McCormack/S & Nolan YES F120 Janzen/Marvin & E YES F121 Woodward/Donna YES F122 Barker/Roy & Patty YES F123 Gray/Kathy & David R. YES F124 Fette/Judy YES F125 Wallace/.Marilyn & S YES F126 Snow/Rob & Max YES F127 Crane/Vicky & N YES F128 Crane/Jerry & Sue YES F129 Ellingson/Eunice & R YES F130 Cullen/D YES F131 Berman/Lewis & Barbar YES F132 Nelson/John & Sue YES F133 McDougal/Bev YES F134 Smith/Chris YES F135 Longden/Albert YES F136 Tennell/Lenoir YES F137 Wampler/Joyce YES F138 Maio/Don & Nancy YES F139 Tippery/Wayne YES F140 Horton/Art & Susan YES F141 Levine/Doreen YES F142 Manley/Carolyn YES F143 Sanchez/Valentina YES F144 Meyers/Christine YES F145 VACANT NO F146 Pirrie/Beth YES F147 Kasman/Ed & Miriam YES F148 Burns/Eugene & Doris YES F149 Hasson/Betty & Doris YES F150 Knorr/Mell & Betty YES 109 F151 Wells/Bob & Joan YES F152 Goodman/Harold & S YES F153 Turner/Yvonne & G YES F154 Green/Roz & McNab S YES F155 Whitmer/Mary & Jim YES F156 Thorp/Dixie YES F157 Kelly/Bruce & Havens/D YES F158 Feist/Gloria & Donald YES F159 Vacant NO F160 Vacant NO F161 Vacant NO F162 Sobel/Vicki & Nathan YES F163 Knight/Arlene YES F164 Arberle/Helen YES F165 Pelligrini/Susan & M YES F166 Gadman/Dan & Jacquelin YES F167 Kiss/Louise & Charle YES F168 Flowers/Joyce YES F169 Bauersfield/Bunny YES F170 Leveque/Rochelle YES F171 Benz/Shirley & Robert YES F172 Engelter/Barbara YES F173 Barnett/C E YES F174 VACANT NO F175 VACANT NO F176 Wagner/Doris & Ralph YES F177 Stillwell/Veda & R YES F178 Covey/Nancy & Christa YES F179 VACANT NO F180 Gooch/J & D Cook YES F181 Hofmann/Marilyn & F YES F182 Howe/Robert & June YES F183 Barclay/David & J YES F184 Brietenfeldt/Don & Bev YES F185 Olsson/Ulla YES F186 McCormick/Janice YES F187 Bongolan/N& Sanchez V YES F188 VACANT NO F189 Stillwell/Ken & Lorrai YES F190 Liberman/Cindy & B YES F191 Bernstein/Edgar & Trud YES F192 Gorham/Art YES F193 Town/Roberta & Doug YES F194 Voll/Nancy & Ed YES F195 Futch/Cleveland & R YES 110 F196 Criss/Marti & Loren YES F197 Dewar/John & Irene YES F198 VACANT NO F199 VACANT NO F200 VACANT NO P101 Lange/Dean & Lois YES P102 Markey/Jennifer YES P103 Gunderson/Ken & Lori YES P104 Havens/Carol & Dan YES P105 Shumway/Rhonda YES P106 Slof/Barbara & Marvin YES P107 Omdal/Desiree & L YES P108 Williamson/Darlene & B YES P109 Tippery/Nellie YES P110 Goodmenson/Sharon YES TAU NO UNI NO V201 Vance/Betty YES V202 Slof/Randy & Carolyn YES V203 Matthes/Janine YES V204 Ingram/Nancy YES V205 Gunderson/Bernard YES V206 Colbert/Elba & Varga YES V207 Stonberg/Marvin & S YES V208 Saba/Pamela & Cohn YES V209 Dunkin/Ester & Klein YES V210 Goodwin/James YES V211 Nelson/Ken & Carol YES V212 Afshar/Mahmunir YES V213 McDevitt/Patricia YES V214 Lawrence/Thomas YES V215 Miller/Pamela, Dr. YES V216 Crane/Greg & Orner/L YES V217 Brewer/Dorothy YES V218 Pirkle/Randle & Carol YES V219 Abaroa/Mildred YES V220 Nance/Donna YES V221 Kantor/Karen & Hunte YES V222 McKnight/Dean YES V223 Davidoff/Sid & Rovello YES V224 Wright/Meredith & Elsw YES V225 Erkind/Ken & Lynnea YES V226 Burke/Carolyn & John YES V227 Holmes/Robert & Lore YES V228 Zarider/Frank YES 111 V229 Kay/Doug Dr. & Dixon YES V230 Peel/Don & Carolyn YES V231 Neilson/Rex YES V232 Hilliard/David & Eliz YES V233 Swords/Verla & John YES V234 Bench/Gary YES V235 Madsen/Shelly YES V236 Friedman/Gary & Leiman YES V237 Galt/Cleora & Robert YES V238 Murakami/Masako & Stan YES V239 Link-McDonald/Judith YES V240 Ramsey/Linda YES V241 McCollum/Phillip & M YES V242 Kushner/Joseph & Dolor YES V243 Nabatoff/Goldie & Ro YES V244 Harris/Pamela YES V245 Bitney/Dean YES V246 Sherman/Colleen/John YES V247 Hughes/Randy YES V248 Reisman/Carl/Claire YES V249 Zane/Alan/Susan YES V250 Brunshow/Erik & Lorr YES V251 Cable/Jeff/Lynne YES V252 Doctor/Janice/Michael YES V253 Herring/Pearson YES V254 Caswell/Marilyn YES V255 VACANT NO V256 Dekoker/Maria YES V257 King/Edward & Barbara YES V258 Makeeff/Mary YES V259 Maryasis/Isaac & Olg YES V260 Armacost/Wm & Cather YES V261 Kennedy/David & L Swe YES V262 Hughes/Donald & Loui YES V263 Crespin/Sol & Ruth YES V264 Bookman/Dianne & J Hul YES V265 Albert/Allen YES V266 Galperine/Maria & Mich YES V267 Bronstein/Balla & Ilya YES V268 Martineau/Roberta YES V269 Greenberg/Lana & Jacob YES V270 York/Agnes & James YES V271 Suter/Kris & Jessica YES V272 McWhorter/Joe & Paulin YES V273 Hutcherson/Wallace & W YES 112 V274 Hogan/Felicia YES V275 Mason/Carl YES V276 Haley/Ana & George YES V277 Wallace/Carlos YES V278 Hoda/Fairideh & Linda YES V279 Wagner/Lynn & Carol YES V280 Wasko/Joan & Joseph YES V281 Allison/Rosalie & Don YES V282 Brooks/Thelma YES V283 Applegate/Audrey YES V284 Roseberry/Mark YES V285 Vanier/Denis YES V286 Klein/W Pls 3 Assoc YES V287 Fisch/Shirley & Alvin YES V288 Carberry/John & Katherine YES V289 Tufford/Laverne & Phyl YES V290 Nelson/Patsy & Gary YES V291 Elliott/Nyta & Jerrold YES V292 Wampler/Joyce YES V293 Murray/Stanley & Hilde YES V294 Ricketts/David & Jeani YES V295 Rucker/Marcelene YES V296 Watson/Bernice YES V297 Wilkerson/Joyce YES V298 Berardi/Dennis/Carol YES V299 Leung/Susan YES V300 Moore/Stephanie YES V301 Vanderwalker/Sue YES V302 Grafflin/Ray/Celia YES V303 Grafflin/Steven/Ann YES V304 Broadbridge/Corinne YES V305 Grafflin/Trevor/Marl YES V306 Grafflin/Mark/Jan YES V307 Beven/Jason/Kate YES V308 Broadbridge/Chris/Al YES V309 Grafflin/Janine/Hayl YES V310 Ladd/Ian/Ruth YES V311 Ladd/Ken/Heather YES V312 Ugell/Scott/Rhonda YES V313 Ugell/Shi/Jac/Rac/Ml YES V314 Lovins/jay YES V315 Barbie/McKinney YES V316 Mason/James/Tonya YES V317 Lovins/Louis/Naomi YES V318 Young/Mike/Tammey YES 113 V319 Simpson/Jeff/Belinda YES V320 Plough/Carol/Bob YES V321 Adkins/Jerry/Barbara YES V322 Lovins/Dale/Mary YES V323 Lenihan/John YES V324 McCary/Shann/Melissa YES V325 Mason/Linda/James YES V326 Schmidt/Nancy/John YES V327 Brewer/Doris/John YES V328 Chetti/Barbara YES V329 Adkins/Kerry YES V330 Wood/Donna/Russell YES V331 Curry/Larry YES V332 Davis/Jay/Melinda YES V333 Mathies/Kim YES V334 Franklin/Jodi/Todd YES V335 Bercaw/Mike/Jodie YES V336 Sedberry/Mike/Michel YES V337 Clint/John/Gwen YES V338 Clint/Dan/Dwight YES V339 Kiedinger/Tim/Kar/Sa YES V340 Kiedinger/Patsy YES V341 Hickman/Kieth/Krissy YES V342 Clay/Patsy/Keith YES V343 Wright/Lynn/Floyd YES V344 Ewing/Cleta YES V345 Crane/Betty/.Melvin YES V346 Crane/Mike/Rhonda YES V347 Crane/Melody YES V348 Crane/Danny YES V349 Crane/Mike YES V350 Davis/Stephany YES V351 Thomas/Murphy/Mary YES V352 Herring/Yvonne/Sharo YES V353 Kaufman/Jack YES V354 Ugell/Marc/Marci YES 114 Schedule 2.21 Insurance 1. Premium Finance Agreement dated February 2, 2000, in the amount of $3,420.06 financing $2,565.04 in 10 payments of $274.82. (For Preferred National Insurance.) 2. Insurance Policies with Preferred National Insurance Company dated February 3, 2000. 3. Group Health Insurance Policy with United Wisconsin Life Insurance Company dated June 1, 1999, through June 1,2000. 4. Comp Options Workers Compensation and Employers Liability Policy dated December 12, 1999. 5. Scott Ugell's Malpractice Insurance and Professional Liability Policy with Bertholan-Rowland, policy number 301691-0 dated May 5, 1999 to May 1, 2000. No additional Insurance Policies. Items 1-5 can be found as Exhibit 10vv.17 through 10vv.19 of this Form 8-K. Schedule 2.27 Employee Benefit Plans NONE Schedule 2.28 Distribution Agreements NONE Schedule 4.1 Exceptions to Prohibited Pre-Closing Actions Schedule 5.7 Consents NONE Schedule 5.8 Affiliates 1. Teri E. Nadler 2. Scott Ugell 3. Ken Nelson & Carol Nelson 4. Jean Hickman 5. Alicia Torrealba 6. Karyn McKnight 7. Nellie Tippery Schedule 5.12 List and Summary of Employment Agreements and Confidentiality Agreements. 1. Teri E. Nadler, President and Chief Executive Officer 2. Scott Ugell, General Counsel and Chief Legal Officer 3. Jean Hickman, Treasurer and Chief Financial Officer 4. Alicia Torrealba, Secretary 5. Karyn McKnight 6. Trevor Grafflin 7. Jay Lovins 115 Schedule 5.13 Use of Proceeds March 8, 2000 Re: Use of Proceeds for Vista Vacations International, Inc. for $650,000 Description First Payment Second Payment Third - Sixth Payment Office Equipment $3,200 $2,000 $0 Payroll-Marketing $15,000 $15,000 $15,000 Public Relations $4,500 $4,500 $4,500 Entertainment $4,300 $5,000 $5,000 Audit Expense $15,000 $2,500 $2,500 Telephone Expenses $4,500 $4,500 $4,500 Advertising $6,000 $6,000 $6,000 Postage $2,500 $2,500 $2,500 Printing $3,500 $3,500 $3,500 Working Capital $11,500 $44,500 $27,500 Scott Ugell $25,000 $0 $0 WRIwebs.com $30,000 $30,000 $30,000 TOTAL $125,000 $125,000 $100,000
* Teri Nadler returns $25,000 as a shareholder loan in cash immediately post closing 116 Schedule 5.14 Projections APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR YEARLY TOTAL Agents Added 19 21 30 55 40 80 124 134 78 115 135 140 971 Total Agents 438 459 489 544 584 664 788 922 1000 1115 1250 1390 REVENUES TRAVEL: TRAVEL 75000 70000 75000 80000 60000 70000 80000 90000 50000 110000 110000 120000 990000 CLIA 125000 112500 162500 25000 162500 162500 162500 912500 TRAVEL INS. 2625 2450 2625 2800 2100 2450 2800 3150 1750 3850 3850 4200 34650 ------------------------------------------------------------------------------------------------------- TTL TRAVEL 77625 72450 77625 82800 62100 197450 195300 255650 76750 276350 276350 286700 1787150 ENROLLMENT: ENROLLMENT 7600 8400 12000 22000 16000 32000 49600 53600 31200 46000 54000 56000 388400 RENEWAL 11150 11570 800 2230 6100 1065 4130 37045 PRINTING 1520 1680 2400 4400 3200 6400 9920 10720 6240 9200 10800 66480 TRAINING 205260 205260 ------------------------------------------------------------------------------------------------------- TTL ENROLLMENT 7600 9920 13680 24400 31550 46770 56800 65750 41920 58340 269525 626255 1252510 WEB AND OTHERS: WEB ADVERTISING 4000 4000 8000 8000 12000 36000 WEB REPLICA SITE 3000 5000 10000 5000 3000 10000 10000 4000 50000 WEB LOCATION SITES 5000 10000 12500 17500 22500 25000 30000 32000 37000 42000 47000 280500 -------------------------------------------------------------------------------------------------------- TTL WEB & OTHER 0 5000 10000 15500 22500 32500 30000 37000 36000 55000 60000 63000 366500 TOTAL REVENUES 85225 87370 101305 122700 116150 276720 282100 358400 154670 389690 605875 975955 975955 REVENUES COSTS: TRAVEL: TRAVEL COST 0 61600 66000 70400 52800 61600 70400 79200 44000 96800 96800 105600 805200 CLIA COST 0 0 0 0 0 81000 81000 81000 81000 81000 81000 486000 TRAVEL INS. 2100 1960 2100 2240 1680 1960 2240 2520 1400 3080 3080 3360 27720 COMMISSIONS 131 4323 4631 4940 3705 4323 4940 5558 3088 6793 6793 7410 56633 ------------------------------------------------------------------------------------------------------- TTL TRAVEL COSTS 2231.3 67883 72731 77580 58185 148883 158580 168278 48488 187673 187673 197370 1375553 ENROLLMENT: CLIA 950 1050 1500 2750 2000 4000 6200 6700 3900 5750 6750 7000 48550 COMMISSIONS 1140 1260 1800 3300 2400 4800 7440 8040 4680 6900 8100 8400 58260 ------------------------------------------------------------------------------------------------------- TTL ENROLLMENT 2090 2310 3300 6050 4400 8800 13640 14740 8580 12650 14850 91410 106810 WEB AND OTHERS: WEB ADVERTISING WEB REPLICA SITE 0 0 0 2535 4225 8450 4225 2535 0 8450 8450 3380 42250 WEB LOCATION SITE 0 2500 5000 6250 8750 11250 12500 15000 16000 18500 21000 23500 140250 PRINTING 0 798 882 1260 2310 1680 3360 5208 5628 3276 4830 5670 34902 TRAINING CONF. 156500 156500 ---------------------------------------------------------------------------------------- TTL WEB AND OTHERS 0 3298 5882 10045 15285 21380 20085 22743 21628 30226 190780 341352 373902 TOTAL COST OF REVENUES 4321.3 73491 81913 93675 77870 179063 192305 205761 78696 230549 393303 630132 630132 GROSS PROFIT 80904 13880 19392 29025 38280 97658 89795 152640 75975 159142 212573 345823 1315084 LESS: 0 OPERATING COSTS 0 FROM PAGE 2 51,343 54,584 56,797 57,823 67,144 74,864 60,241 66,312 58,112 64,928 64,554 77,309 754,011 NET INCOME 29,561 -40,705 -37,405 -28,798 -28,864 -27,207 29,581 36,327 17,863 44,213 148,018 98,001 -23,025
117 VISTA VACATIONS YEAR 2 4/1/01-3/31/02 APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR YEARLY TOTAL Agents Added 100 80 60 75 45 90 100 100 50 90 150 150 1,090 Total Agents 1,183 1,263 1,323 1,398 1,443 1,533 1,633 1,733 1,783 1,873 2,023 2,173 REVENUES TRAVEL: TRAVEL 177,450 189,450 198,450 209,700 216,450 153,300 244,950 259,950 178,300 280,950 303,450 325,950 2,738,350 CLIA 150,000 150,000 150,000 150,000 150,000 150,000 900,000 TRAVEL INS. 6,211 6,631 6,946 7,340 7,576 5,366 8,573 9,098 6,241 9,833 10,621 11,408 95,842 -------------------------------------------------------------------------------------------------------------------- TTL TRAVEL 183,661 196,081 355,396 217,040 224,026 158,666 403,523 419,048 184,541 440,783 464,071 487,358 3,734,192 ENROLLMENT: ENROLLMENT 40,000 32,000 24,000 30,000 18,000 36,000 40,000 40,000 20,000 36,000 60,000 60,000 436,000 RENEWAL 1,881 2,079 1,980 5,445 14,120 18,500 9,116 8,863 3,762 13,030 9,480 13,139 101,395 PRINTING 7,280 8,000 6,400 4,800 6,000 3,600 7,200 8,000 8,000 4,000 7,200 12,000 82,480 TRAINING 205,260 205,260 410,520 -------------------------------------------------------------------------------------------------------------------- TTL ENROLLMENT 49,161 42,079 32,380 40,245 38,120 58,100 261,576 56,863 31,762 53,030 281,940 85,139 1,030,395 WEB AND OTHERS: WEB ADVERTISING 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 144,000 WEB REPLICA SITE 5,000 4,000 3,000 3,750 2,250 4,500 5,000 5,000 2,500 4,500 7,500 7,500 54,500 WEB LOCATION SITES 11,830 12,630 13,230 13,980 14,430 15,330 16,330 17,330 17,830 18,730 20,230 21,730 193,610 -------------------------------------------------------------------------------------------------------------------- TTL WEB & OTHER 28,830 28,630 28,230 29,730 28,680 31,830 33,330 34,330 32,330 35,230 39,730 41,230 392,110 TOTAL REVENUES 261,652 266,790 416,006 287,015 290,826 248,596 698,429 510,241 248,633 529,043 785,741 613,727 5,156,697 REVENUES COSTS: TRAVEL: TRAVEL COST 156,156 166,716 174,636 184,536 190,476 134,904 215,556 228,756 156,904 247,236 267,036 286,836 2,409,748 CLIA COST - - 108,000 - - - 108,000 108,000 - 108,000 108,000 108,000 648,000 TRAVEL INS. 4,969 5,305 5,557 5,872 6,061 4,292 6,859 7,279 4,992 7,867 8,497 9,127 76,674 COMMISSIONS 10,958 11,699 12,254 12,949 13,366 9,466 15,126 16,052 11,010 17,349 18,738 20,127 169,093 ------------------------------------------------------------------------------------------------------------------ TTL TRAVEL COSTS 172,082 183,719 300,447 203,357 209,902 148,663 345,540 360,087 172,906 380,451 402,271 424,090 3,303,515 ENROLLMENT: CLIA 4,550 5,000 4,000 3,000 3,750 2,250 4,500 5,000 5,000 2,500 4,500 7,500 51,550 COMMISSIONS 6,000 4,800 3,600 4,500 2,700 5,400 6,000 6,000 3,000 5,400 9,000 9,000 65,400 ------------------------------------------------------------------------------------------------------------------- TTL ENROLLMENT 10,550 9,800 7,600 7,500 6,450 7,650 10,500 11,000 8,000 7,900 13,500 16,500 116,950 WEB AND OTHERS: WEB ADVERTISING WEB REPLICA SITE 4,225 3,380 2,535 3,169 1,901 3,803 4,225 4,225 2,113 3,803 6,338 6,338 46,053 WEB LOCATION SITE 5,915 6,315 6,615 6,990 7,215 7,665 8,165 8,665 8,915 9,365 10,115 10,865 96,805 PRINTING 3,822 4,200 3,360 2,520 3,150 1,890 3,780 4,200 4,200 2,100 3,780 6,300 43,302 TRAINING CONF. 156,500 156,500 313,000 ------------------------------------------------------------------------------------------------------------------ TTL WEB AND OTHERS 13,962 13,895 12,510 12,679 12,266 13,358 172,670 17,090 15,228 15,268 176,733 23,503 499,160 TOTAL COST OF REVENUES 196,594 207,414 320,557 223,535 228,619 169,670 528,710 388,177 196,134 403,619 592,503 464,093 3,919,624 GROSS PROFIT 65,058 59,376 95,449 63,479 62,207 78,925 169,719 122,065 52,499 125,424 193,238 149,635 1,237,073 LESS: OPERATING COSTS FROM PAGE 2 68,595 77,505 80,145 77,175 82,015 79,986 79,966 85,606 76,406 83,766 80,736 80,006 951,906 NET INCOME (3,537) (18,129) 15,304 (13,696)(19,808) (1,061) 89,753 36,459 (23,907) 41,658 112,502 69,629 285,166
118 VISTA VACATIONS YEAR 3 4/1/02-3/31/03 APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR YEARLY TOTAL Agents Added 70 90 60 60 90 90 80 60 50 90 90 120 950 Total Agents 2,259 2,349 2,409 2,469 2,559 2,649 2,729 2,789 2,839 2,929 3,019 3,139 REVENUES TRAVEL: TRAVEL 250,600 210,800 230,400 245,300 383,850 175,200 285,000 290,000 190,500 310,000 375,000 350,000 3,296,650 CLIA 75,000 200,000 250,000 150,000 150,000 150,000 150,000 1,125,000 TRAVEL INS. 8,771 7,378 8,064 8,586 13,435 6,132 9,975 10,150 6,668 10,850 13,125 12,250 115,383 ---------------------------------------------------------------------------------------------------------------------- TTL TRAVEL 259,371 218,178 313,464 253,886 397,285 381,332 544,975 450,150 197,168 470,850 538,125 512,250 4,537,033 ENROLLMENT: ENROLLMENT 33,530 43,110 28,740 28,740 43,110 43,110 38,320 28,740 23,950 43,110 43,110 57,480 455,050 RENEWAL 9,900 7,920 5,940 7,425 4,455 8,910 9,900 9,900 4,950 8,910 14,850 13,139 106,199 PRINTING 10,500 5,600 7,200 4,800 4,800 7,200 7,200 6,400 4,800 4,000 7,200 7,200 76,900 TRAINING 375,000 205,260 205,260 785,520 ---------------------------------------------------------------------------------------------------------------------- TTL ENROLLMENT 53,930 431,630 41,880 40,965 52,365 59,220 260,680 45,040 33,700 56,020 270,420 77,819 1,423,669 WEB AND OTHERS: WEB ADVERTISING 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 144,000 WEB REPLICA SITE 9,500 4,500 4,000 5,000 8,500 9,500 8,000 6,000 4,000 6,000 8,000 9,000 82,000 WEB LOCATION SITES 22,590 23,490 24,090 24,690 25,590 26,490 27,290 27,890 28,390 29,290 30,190 31,390 321,380 ---------------------------------------------------------------------------------------------------------------------- TTL WEB & OTHER 44,090 39,990 40,090 41,690 46,090 47,990 47,290 45,890 44,390 47,290 50,190 52,390 547,380 TOTAL REVENUES 357,391 689,798 395,434 336,541 495,740 488,542 852,945 541,080 275,258 574,160 858,735 642,459 6,508,082 REVENUES COSTS: TRAVEL: TRAVEL COST 220,528 185,504 202,752 215,864 337,788 154,176 250,800 255,200 167,640 272,800 330,000 308,000 2,901,052 CLIA COST - - 54,000 - - 144,000 180,000 108,000 - 108,000 108,000 108,000 810,000 TRAVEL INS. 7,017 5,902 6,451 6,868 10,748 4,906 7,980 8,120 5,334 8,680 10,500 9,800 92,306 COMMISSIONS 15,475 13,017 14,227 15,147 23,703 10,819 17,599 17,908 11,763 19,143 23,156 21,613 203,568 ----------------------------------------------------------------------------------------------------------------------- TTL TRAVEL COSTS 243,019 204,423 277,430 237,880 372,239 313,900 456,379 389,228 184,737 408,623 471,656 447,413 4,006,926 ENROLLMENT: CLIA 4,550 3,500 4,500 3,000 3,000 4,500 4,500 4,000 3,000 2,500 4,500 4,500 46,050 COMMISSIONS 4,200 5,400 3,600 3,600 5,400 5,400 4,800 3,600 3,000 5,400 5,400 7,200 57,000 ----------------------------------------------------------------------------------------------------------------------- TTL ENROLLMENT 8,750 8,900 8,100 6,600 8,400 9,900 9,300 7,600 6,000 7,900 9,900 11,700 103,050 WEB AND OTHERS: WEB ADVERTISING WEB REPLICA SITE 8,028 3,803 3,380 4,225 7,183 8,028 6,760 5,070 3,380 5,070 6,760 7,605 69,290 WEB LOCATION SITE 11,295 11,745 12,045 12,345 12,795 13,245 13,645 13,945 14,195 14,645 15,095 15,695 160,690 PRINTING 5,513 2,940 3,780 2,520 2,520 3,780 3,780 3,360 2,520 2,100 3,780 3,780 40,373 TRAINING CONF. 281,250 156,500 156,500 594,250 ---------------------------------------------------------------------------------------------------------------------- TTL WEB AND OTHERS 24,835 299,738 19,205 19,090 22,498 25,053 180,685 22,375 20,095 21,815 182,135 27,080 864,603 TOTAL COST OF REVENUES 276,604 513,061 304,735 263,570 403,136 348,853 646,364 419,203 210,832 438,338 663,691 486,193 4,974,579 GROSS PROFIT 80,787 176,737 90,699 72,971 92,604 139,689 206,581 121,878 64,425 135,823 195,044 156,267 1,533,503 LESS: - OPERATING COSTS - FROM PAGE 2 76,195 85,245 87,225 86,083 91,523 86,908 86,708 92,788 83,278 95,602 90,652 90,462 1,052,669 NET INCOME 4,592 91,492 3,474 (13,112) 1,081 52,781 119,873 29,090 (18,853) 40,221 104,392 65,805 480,834
119 Schedule 6.3(M) Non-Accredited Investors NONE Exhibit 2.25 The Form 8-K Information This exhibit has been provided to AmeriNet's General Counsel and President under separate cover, and by their initials on the bottom of this page, such receipt is hereby acknowledged. No later than March 17, 2000 Vista Vacations, Inc., by and through their General Counsel will provide any additional information necessary for the timely filing of the Form 8-K that it is to filed with the Securities and Exchange Commission no later than March 27, 2000. Exhibit 5.8 Affiliate Agreements Signed Affiliate Agreements for the following persons are attached. 1. Teri E. Nadler 2. Scott Ugell 3. Ken Nelson & Carol Nelson 4. Jean Hickman 5. Alicia Torrealba 6. Karyn McKnight 7. Nellie Tippery Items 1-7 can be found as exhibit 10vv.20 through 10vv.26 of this Form 8-K. Exhibit 5.12 Employment Agreements 1. Teri E. Nadler 2. Scott Ugell 3. Jean Hickman 4. Alicia Torrealba 5. Karyn McKnight Items 1-5 can be found as exhibit 10vv.27 through 10vv.31 of this Form 8-K. 120 Exhibit 6.2(D) AmeriNet Legal Opinion 1. Legal Opinion by G. Richard Chamberlin, Esq. 2. Tax Opinion by G. Richard Chamberlin, Esq. AmeriNet Group.com, Inc. A publicly held Delaware corporation Michael Harris Jordan President & Chief Executive Officer Vanessa H. Lindsey Secretary G. Richard Chamberlin, Esquire Acting General Counsel Michael Harris Jordan G. Richard Chamberlin Anthony Q. Joffe Saul B. Lipson Edward C. Dmytryk Penny L. Adams Field J. Bruce Gleason Michael A. Caputa Carol A. Berardi Dennis A. Berardi ------ Board of Directors Wriwebs.com, Inc. 245 North Ocean Boulevard, Suite 201 Deerfield Beach, Florida 33441 Telephone (954) 360-0636; Fax (954) 943-4046 Web site and e-mail www.wriwebs.com --------------- Trilogy International, Inc. 526 Southeast Dixie Highway; Stuart, Florida 34494 Telephone (561) 781-7278; Fax (561) 781-7282 Web site and e-mail www.trilogyonline.com; ---------------------- Operating Subsidiaries 1941 Southeast 51st Terrace Ocala, Florida 34471 Telephone (352) 694-6714 Fax (352) 694-9178 e-mail, grichard@atlantic.net Crystal Corporate Center 2500 North Military Trail, Suite 225-C Boca Raton, Florida 33487 Telephone (561) 998-3435 Fax (561) 998-3425 e-mail webmaster@amerinetgroup.com Respond to Boca Raton address March 10, 2000 Teri Nadler, President Vista Vacations International, Inc. 5653 NW 29th Street Margate, Florida 33063 Fax (954-975-8447) Re: Opinion of Counsel Dear Ms. Nadler: We have acted as counsel to AmeriNet Group.com, Inc., a Delaware corporation ("AmeriNet") in connection with the Reorganization Agreement between AmeriNet, (the "Acquiror"), and Vista Vacation International, Inc. ("Vista Vacation") dated February 28, 2000. We are providing this opinion to you pursuant to Section 6.2(D) of the Reorganization Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Reorganization Agreement. A. Basis of Opinion In rendering the following options, we have reviewed copies of each of the following documents: 1. The Reorganization Agreement, including the disclosure schedules and exhibits thereto; 121 2. The Certificate of Incorporation, as amended, and the Bylaws of AmeriNet; 3. The Company is in Good Standing pursuant to Certificate of Good Standing issued by the Delaware Secretary of State, dated February 23, 2000; 4. Minutes of proceedings of the Board of Directors of AmeriNet with respect to the Reorganization Agreement duly adopted at a meeting of the Board of Directors of the AmeriNet held on February 24, 2000. 5. Minutes of proceedings of the Board of Directors of AmeriNet with respect to the form for the Vista Stockholder Affiliate Agreements duly adopted at a meeting of the Board of Directors of the AmeriNet held on March 8, 2000. 6. Certificate of Counsel for Vista Vacation dated as of the date of this letter; 7. Officers' representations found in the body of the Reorganization Agreement. 8. Such other agreements and documents and such matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein. The Reorganization Agreement and the other documents and information referred to in this Section A are collectively referred to as the "Transaction Documents." B. Assumptions This opinion has been prepared and is to be construed in accordance with the Report on Standards for Florida Opinions dated April 8, 1991, as amended and supplemented, issued by the Business Law Section of the Florida Bar, 46 The Business Lawyer, No. 4 (the "Report"). The Report is incorporated by reference into this opinion letter. In rendering the following opinions, we have made no assumptions other than those set forth in the Report, the assumption that the Company complies with all laws and regulations relating to multi-level marketing, or those in the opinions below. C. Opinions Based solely upon our examination and consideration of the foregoing Transaction Documents, and in reliance thereon, and subject to the comments, assumptions, exceptions, qualifications and limitations set forth in the Report, we are of the opinion that: 1. AmeriNet is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. AmeriNet is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, and where, to our knowledge, the lack of such qualification would not have a material adverse effect on the financial condition of AmeriNet and its subsidiaries taken as a whole (a "Material Adverse Effect"). We do not pass upon qualification in any other state where the Agreement is void or voidable due to lack of qualification. 2. AmeriNet has the corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. 122 3. As of the date hereof, AmeriNet has two subsidiaries, Wriwebs.com, Inc., f/k/a American Internet Technical Center, Inc., a Florida corporation, and Trilogy International, Inc. a Florida corporation. AmeriNet is the sole stockholder of both subsidiaries.. 4. The authorized capital stock of AmeriNet consists of 20,000,000 shares of Common Stock and 5,000,000 of Preferred Stock, of which there are outstanding 10,663,460 shares of Common Stock shares of Common Stock and 0 shares of Preferred Stock. There are 5,876,814 shares of common stock reserved for future issuances. 5. All of the issued and outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid, and nonassessable. 6. The Reorganization Agreement and the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of AmeriNet. AmeriNet has the full power and authority, corporate and otherwise, to execute and deliver the Reorganization Agreement and to assume and perform all of its obligations thereunder. The Reorganization Agreement has been duly executed and delivered by AmeriNet and constitutes a legal, valid, and binding obligation of AmeriNet, enforceable against AmeriNet in accordance with its terms. . 7. Neither the execution and the delivery of the Reorganization Agreement, nor the consummation of the transactions contemplated thereby, will (i) to our knowledge, violate any material statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which AmeriNet is subject (ii) violate any provision of the Certificate of Incorporation or Bylaws of AmeriNet or (iii) to our knowledge, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which AmeriNet is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any security interest upon any of the assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a Material Adverse Effect. Other than in connection with the provisions of the Florida Business Corporation Act, or as otherwise contemplated by the Reorganization Agreement, AmeriNet is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for AmeriNet to consummate the transactions contemplated by the ReorganizationAgreement. 8. To our knowledge, no judgment is presently filed of record against AmeriNet and there is no litigation, arbitration, investigation, inquiry or other proceedings by or before any federal, state, county or other local governmental agency or authority, or by any other person or entity pending, or that would materially adversely affect AmeriNet's ability to perform its obligations as set forth in the Transaction Documents and we have no knowledge of any material basis for any such litigation, proceeding, arbitration, claim, investigation, inquiry or proceeding that would materially adversely affect AmeriNet; and 9. To the best of our knowledge after due inquiry, no representation, warranty or statement by AmeriNet in the Transaction Documents contains any untrue statement of a material fact, or omits or will omit to state a fact necessary in order to make such representations, warranties or statements not materially misleading. Without our prior written consent, this opinion letter may not be quoted in whole or in part or otherwise referred to in any document or report and may not be furnished to any person or entity including any governmental agency. Very truly yours AmeriNet Group.com, Inc. G. Richard Chamberlin, Esquire General Counsel cc: Michael H. Jordan Leonard M. Tucker 123 AmeriNet Group.com, Inc. A publicly held Delaware corporation Michael Harris Jordan President & Chief Executive Officer Vanessa H. Lindsey Secretary G. Richard Chamberlin, Esquire Acting General Counsel Michael Harris Jordan G. Richard Chamberlin Anthony Q. Joffe Saul B. Lipson Edward C. Dmytryk Penny L. Adams Field J. Bruce Gleason Michael A. Caputa Carol A. Berardi Dennis A. Berardi ------ Board of Directors Wriwebs.com, Inc. 245 North Ocean Boulevard, Suite 201 Deerfield Beach, Florida 33441 Telephone (954) 360-0636; Fax (954) 943-4046 Web site and e-mail www.wriwebs.com Trilogy International, Inc. 526 Southeast Dixie Highway; Stuart, Florida 34494 Telephone (561) 781-7278; Fax (561) 781-7282 Web site and e-mail www.trilogyonline.com; Operating Subsidiaries 1941 Southeast 51st Terrace Ocala, Florida 34471 Telephone (352) 694-6714 Fax (352) 694-9178 e-mail, grichard@atlantic.net Crystal Corporate Center 2500 North Military Trail, Suite 225-C Boca Raton, Florida 33487 Telephone (561) 998-3435 Fax (561) 998-3425 e-mail webmaster@amerinetgroup.com Respond to Boca Raton address March 10, 2000 Teri Nadler, President Vista Vacations International, Inc. 5653 NW 29th Street Margate, Florida 33063 Fax (954-975-8447) Re: Tax Opinion of Counsel Ladies and Gentlemen: We have acted as counsel to AmeriNet Group.com, Inc., a Delaware corporation ("AmeriNet") in connection with the Reorganization Agreement dated February 28, 2000, AmeriNet (Acquirer" or the "Parent"), wherein the Parent proposes to acquire Vista Vacations International, Inc. ("Vista Vacation) in conjunction with Code Section 368(a)(1)(B). In this transaction Vista Vacation will transfer 100% of the common and preferred stock of all stockholders of Vista Vacations to the Parent in exchange for common stock in the Parent. 124 If this transaction meets the statutory qualification as a tax free reorganization, the acquiring corporation and its subsidiary recognize no gain or loss upon the issuance of stock as consideration in the acquisition. The target's shareholders do not recognize gain or loss upon the exchange of stock and securities in the target corporation for stock and securities in the acquiring corporations, except to the extent that boot is received. The controlled subsidiary receives a carryover basis in the assets or stock of the target that is acquired. Statutory requirements for Section B Reorganizations A B reorganization, defined in Code Section 368(a)(1)(B), is an acquisition by one corporation, in exchange solely for its voting stock, of a controlling stock interest in another corporation. Control means ownership of stock of the acquired corporation possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the acquired corporation. This reorganization transaction is defined in Section 368(a)(1)(B) of the Code as an acquisition by one corporation, in exchange solely for its voting stock, of a controlling stock interest in another. In this transaction, known as a B reorganization, the acquiring corporation becomes the parent of the acquired corporation and the acquired corporation becomes a subsidiary. Unlike a statutory merger or consolidation (an A reorganization) in which the assets of two or more corporations are combined into a single corporation, a B reorganization involves an acquisition of stock of one corporation by another. The statute defines a B reorganization as "the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of stock of another corporation, if immediately after the acquisition, the acquiring corporation has control of such other corporation (whether or not such acquiring corporation had control immediately before the acquisition). This definition will be satisfied and the exchanges it contemplates will be entitled to non recognition if all of the following conditions are met: (1) The acquiring corporation must acquire stock rather than assets. (2) As in other reorganizations, the acquisition must be made by a corporation. (3) The acquisition must be made in exchange solely for voting stock of the acquiring corporation or its parent. (4) The acquiring corporation must be in "control" of the acquired corporation immediately after the acquisition, whether or not the acquiring corporation possessed control of or owned an interest in the acquired corporation before the acquisition. 125 The term "control" means ownership of stock of the acquired corporation possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the acquired corporation. 1) The Requirement That "Stock" of Another Corporation Be Acquired By a Corporation. The acquiring corporation must acquire stock rather than assets. In this instance, AmeriNet is acquiring 100% of the stock of Vista Vacations. There is no assets or boot accompanying the acquisition of stock. 2) The Requirement That "Stock" of Another Corporation Be Acquired By a Corporation In a B reorganization a corporation must acquire "stock" of another corporation. The acquiring corporation exchanges its voting stock, or the voting stock of its parent, for stock owned by the shareholders of the acquired corporation. In this instance, AmeriNet is exchanging its voting stock for 100% of the stock owned by the shareholders of Vista Vacations. 3. The Consideration That May Be Used Is Limited "Solely" to Voting Stock The consideration that may be used in a B reorganization is limited to voting stock of the acquiring corporation (or only the voting stock of a corporation under its "control"). "Voting stock" refers to stock of the acquiring corporation, the ownership of which entitles its holder to be present and to vote at stockholders' meetings. The courts have construed "voting stock" literally. In this instance only voting stock is subject to the transaction. If consideration other than voting stock is used, the transaction will no qualify as a B reorganization. In some circumstances, as, for example, where taxpayers desire recognition of losses, the strictness of the B reorganization definition may work to their advantage. In this instance there is no consideration other than voting stock. 4. Special Considerations Arising from the Solely-for-Voting-Stock Requirement In a B reorganization, where only voting stock is permissible consideration, questions arise as to the availability of B reorganization treatment where the acquiring corporation pays the incidental expenses of the acquisition, where it pays the cost of registering securities, or where there is a deferred stock payment and where there is a preliminary dividend or redemption. 126 Incidental expenses, including legal and accounting fees, appraisal fees and the like, may be paid directly or assumed by the acquiring corporation without violating the "solely for voting stock" requirement. However, expenses not solely and directly related to the reorganization cannot be paid or assumed by the acquiring corporation. In this instance, AmeriNet expenses not solely and directly related to the reorganization will not be paid or assumed by AmeriNet. The Service has ruled that B reorganization status will not be denied as a result of the payment by the acquiring corporation of the cost of registering its own stock which it issues to the stockholders of the acquired corporation. Where a deferred stock payment is tied to the future earnings of the acquired corporation, the transaction may, nonetheless, qualify, for ruling purposes, as a B reorganization where the deferral period is not more than five years, the maximum number of shares payable is stated in the plan, there is a business reason for the deferral, the initial distribution includes a least fifty percent of the shares issuable, the right to receive additional shares is non-assignable, and the additional shares issuable are those of the acquiring corporation or its parent. In this instance there is no deferred stock payment tied to future earnings i the reorganization agreement. Preliminary dividends and redemptions raise serious questions as to whether a transaction will qualify as a B reorganization. A dividend distributed to its shareholders by the acquired corporation prior to closing might be separate from the qualifying exchange. A redemption financed by the acquired corporation out of its own funds might also not affect reorganization treatment. However, the acquiring corporation cannot pay cash directly to the shareholders of the acquired corporation who seek redemption of their shares. In this instance, there are neither preliminary dividends or redemptions. Representations and warranties do not, in themselves, constitute additional, impermissible consideration. Generally, employment agreements with the former officers of the acquired corporation will not affect the qualification of a transaction as a B reorganization. The result would be otherwise if the employment agreement called for payments that did not bear a reasonable relationship to the work to be performed by the employee. In this instance, the employment agreement called for payments bear a reasonable relationship to the work to be performed by each signing employee. 127 Tax Treatment of "Parties to Reorganization" in a B Reorganization If an acquisition qualifies for tax free reorganization treatment, the parties to the reorganization are protected from the recognition of gain or loss by Section 361 and 1032. The controlled subsidiary receives a carryover basis in the acquired stock or assets. The subsidiary's parent receives a corresponding basis step-up in its stock in the subsidiary. If the acquisition qualifies as a tax free reorganization, neither of the corporate parties to the reorganization should be subject to the recognition of gain or loss, with two exceptions,. The acquiring corporation or it's controlled subsidiary may recognize gain or loss if appreciated property is used as consideration in the acquisition, I.R.C. Section 311(b). Also, the target corporation may recognize gain upon the distribution of appreciated property to its shareholders. I.R.C. Section 361(c). The issuance of stock and securities by either the parent corporation or its controlled subsidiary as consideration in exchange for property is protected form gain or loss recognition by Section 1032, and see Rev. Rul. 57-278, 1957-1 CB 124. The target corporation does not recognize gain or loss upon the distribution to its shareholders of stock or securities received from the acquirer or its subsidiary in the reorganization. I.R.C. Section 361(b)(3). The parent does not recognize gain or loss upon the acquiring of 80% or more of the stock of the subsidiary. The controlling corporation's basis in the subsidiaries stock will be the aggregate of the controlling corporation's basis in such stock prior to the transaction, the "net basis" (i.e. the basis net of liabilities) of property acquired from the target and the net basis of the property acquired by the controlled corporation from its parent which property is distributed to the target or to its shareholders in the transaction. Reg. Section 1.358-6(a)(5) ex.(1). Tax Treatment of Shareholders in a B Reorganization The subsidiary shareholders receive stock in the controlling corporation (plus, perhaps, other consideration in exchange for their stock in the target. If the stock and the securities received are stock and securities "in a corporation a party to a reorganization", the non-recognition provisions of Section 354 and Section 356 apply. I.R.C. Section 354(a). See Section 4.08(5)(a).. According to these provisions, stock and securities of the target may be exchanged solely for stock in the controlling corporation without the recognition of gain or loss. I.R.C. Section 354(a). If a shareholder receives securities with a greater principal amount then the securities given up in the exchange, the fair market value of such excess principal amount is treated as recognition property received by the shareholder. is treated as recognition of property received by the shareholders. I.R.C. Section 356(d). A shareholder recognizes gain to the extent of the amount of money and the fair market value of recognition property received in the exchange. I.R.C. Section 356(a)(2(1). If the exchange has the effect of a dividend distribution, any gain recognized will be taxed as ordinary income to the extent of the shareholder's share of the target corporation's earnings and profits. I.R.C. Section 356(a)(2). 128 The shareholder's bases in the stock, securities and other property received in the exchange will be governed by Section 358(a) which generally provides for fair market value bases for all recognition property and substituted bases for all non-recognition property, in the exchange and decrease by the fair market value of recognition property received in the exchange and by the amount of loss recognized, if any. I.R.C. Section 358(a). The basis of the Subsidiary's shares held by the controlling corporation will increase, generally by the net basis of the assets and the stock acquired. See Section 4.05(e). The controlling corporation will not experience any other tax consequences in its capacity as shareholder of the subsidiary, other than a change in value. Neither is the B reorganization a taxable event for the shareholders of the controlling corporation. Assumptions This opinion has been prepared and is to be construed in accordance with the Report on Standards for Florida Opinions dated April 8, 1991, as amended and supplemented, issued by the Business Law Section of the Florida Bar, 46 The Business Lawyer, No. 4 (the "Report"). The Report is incorporated by reference into this opinion letter. Opinions Based solely upon our examination and consideration of the Reorganization Agreement and the Representations made therein, and in reliance thereon, and subject to the comments, assumptions, exceptions, qualifications and limitations set forth in the Report, we are of the opinion that: To the best of our knowledge the contemplated transaction constitutes a reorganization within the meaning of Section 368 of the Code. Disclaimer Without our prior written consent, this opinion letter may not be quoted in whole or in part or otherwise referred to in any document or report and may not be furnished to any person or entity including any governmental agency. Very truly yours G. Richard Chamberlin, Esquire Interim General Counsel cc: Michael H. Jordan Leonard M. Tucker 129 Exhibit 6.2(E) Vista Vacations Legal Opinion 1. Legal Opinion by Scott Ugell, Esq. 2. Tax Opinion by Scott Ugell, Esq. Vista Vacations International Experience the Journey Ladies and Gentlemen: We have acted as counsel to Vista Vacations International, Inc ., a Florida corporation ("AmeriNet") in connection with the Reorganization Agreement between AmeriNet, (the "cquirer"), and Vista Vacation International, Inc. ("Vista Vacationsl") dated February 28, 2000. We are providing this opinion to you pursuant to Section 6.2(D) of the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Merger Agreement. A. Basis of Opinion In rendering the following options, we have reviewed copies of each of the following documents: 1. The Reorganization Agreement, including the disclosure schedules and exhibits thereto; 2. The Certificate of Incorporation, as amended, and the Bylaws of Vista Vacations International; 3. The Company is in Good Standing pursuant to Certificate of Good Standing issued by the Florida Secretary of State, dated February 24, 2000; 4. Minutes of proceedings of the Executive Committee of the Board of Directors of Vista Vacations International with respect to the Reorganization Agreement duly adopted at a meeting of the Board of Directors of the Vista Vacations International held on February 25, 2000 and Board resolution for February 25, 2000. 130 7. Certificate of Counsel for AmeriNet dated as of the date of this letter; 8. Officers' Certificate delivered to Counsel as of the date of this letter. 9. Such other agreements and documents and such matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein. The Reorganization Agreement and the other documents and information referred to in this Section A are collectively referred to as the "Transaction Documents." B. Assumptions This opinion has been prepared and is to be construed in accordance with the Report on Standards for Florida Opinions dated April 8, 1991, as amended and supplemented, issued by the Business Law Section of the Florida Bar, 46 The Business Lawyer, No. 4 (the "Report"). The Report is incorporated by reference into this opinion letter. In rendering the following opinions, we have made no assumptions other than those set forth in the Report, the assumption that the Company complies with all laws and regulations relating to multi-level marketing, or those in the opinions below. C. Opinions Based solely upon our examination and consideration of the foregoing Transaction Documents, and in reliance thereon, and subject to the comments, assumptions, exceptions, qualifications and limitations set forth in the Report, we are of the opinion that: 1. Vista Vacations International, Inc is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida. Vista Vacations International, Inc is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, and where, to our knowledge, the lack of such qualification would not have a material adverse effect on the financial condition of Vista Vacations International and its subsidiaries taken as a whole (a "Material Adverse Effect"). We do not pass upon qualification in any other state where the Agreement is void or voidable due to lack of qualification. 2. Vista Vacations International, Inc has the corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it. 131 3. As of the date hereof, Vista Vacations International, Inc has no subsidiaries. 4. The authorized capital stock of Vista Vacations International, Inc consists of 1,500 shares of Common Stock and no Preferred Stock, of which there are outstanding 1,500 shares of Common Stock. There are no shares of common stock reserved for future issuances. 5. All of the issued and outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid, and non assessable. Except as set forth in the Reorganization Agreement, to our knowledge there are no outstanding Options, Warrants, or other outstanding or authorized purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Vista Vacations International, Inc to issue, sell, or otherwise cause to become outstanding any shares of its capital stock. To our knowledge, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Vista Vacations International, Inc. 6. The Reorganization Agreement and the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Vista Vacations International, Inc. Vista Vacations International, Inc has the full power and authority, corporate and otherwise, to execute and deliver the Reorganization Agreement and to assume and perform all of its obligations thereunder. The Reorganization Agreement has been duly executed and delivered by Vista Vacations International, Inc and constitutes a legal, valid, and binding obligation of Vista Vacations International, Inc enforceable against Vista Vacations International, Inc in accordance with its terms. . 132 7. Neither the execution and the delivery of the Reorganization Agreement, nor the consummation of the transactions contemplated thereby, will (i) to our knowledge, violate any material statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Vista Vacations International, Inc is subject (ii) violate any provision of the Certificate of Incorporation or Bylaws of Vista Vacations International, Inc or (iii) to our knowledge, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Vista Vacations International, Inc is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any security interest upon any of the assets), except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice would not have a Material Adverse Effect. Other than in connection with the provisions of the Florida Business Corporation Act, or as otherwise contemplated by the Merger Agreement, Vista Vacations International, Inc is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for Vista Vacations International, Inc to consummate the transactions contemplated by the Merger Agreement. 8. To our knowledge, no judgment is presently filed of record against Vista Vacations International, Inc and there is no litigation, arbitration, investigation, inquiry or other proceedings by or before any federal, state, county or other local governmental agency or authority, or by any other person or entity pending, or that would materially adversely affect Vista Vacations International, Inc ability to perform its obligations as set forth in the Transaction Documents and we have no knowledge of any material basis for any such litigation, proceeding, arbitration, claim, investigation, inquiry or proceeding that would materially adversely affect Vista Vacations International Inc.; and 9. To the best of our knowledge after due inquiry, no representation, warranty or statement by Vista Vacations International, Inc in the Transaction Documents contains any untrue statement of a material fact, or omits or will omit to state a fact necessary in order to make such representations, warranties or statements not materially misleading. 10. To the extent that the preparer of this opinion has used a similar form of opinion of that of AmeriNetGroup.com's Counsel, the preparer did not in any way relay on AmeriNetGoup.com's counsel opinion to make any conclusions herein 11. Furthermore, the preparer of this opinion has done his own research, and has applicable additions and modifications where necessary. Without our prior written consent, this opinion letter may not be quoted in whole or in part or otherwise referred to in any document or report and may not be furnished to any person or entity including any governmental agency. Very truly yours Vista Vacations International, Inc. /s/ Scott B. Ugell Scott B. Ugell, Esquire General Counsel 133 Ugell Law Firm , P.C. 155 North main Street New City, New York 10956 Tel (914) 639-7011 Fax (914) 639-7088 Re: Vista Vacations International, Inc. Ladies and Gentlemen: We have acted as counsel to Vista Vacations International, Inc., a Florida corporation ("Vista") in connection with the Reorganization Agreement dated February 28, 2000, Vista, (Acquired" or the subsidiary"), wherein the Parent , Amerinet group.com, Inc. proposes to acquire Vista Vacations International, Inc. ("Vista Vacation) in conjunction with Code Section 368(a)(1)(B). In this transaction Vista Vacation will transfer 100% of the common and preferred stock of all stockholders of Vista Vacations to the Parent in exchange for common stock in the Parent. If this transaction meets the statutory qualification as a tax free reorganization, the acquiring corporation and its subsidiary recognize no gain or loss upon the issuance of stock as consideration in the acquisition. The target's shareholders do not recognize gain or loss upon the exchange of stock and securities in the target corporation for stock and securities in the acquiring corporations, except to the extent that boot is received. The controlled subsidiary receives a carryover basis in the assets or stock of the target that is acquired. Statutory requirements for Section B Reorganizations A B reorganization, defined in Code Section 368(a)(1)(B), is an acquisition by one corporation, in exchange solely for its voting stock, of a controlling stock interest in another corporation. Control means ownership of stock of the acquired corporation possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the acquired corporation. This reorganization transaction is defined in Section 368(a)(1)(B) of the Code as an acquisition by one corporation, in exchange solely for its voting stock, of a controlling stock interest in another. In this transaction, known as a B reorganization, the acquiring corporation becomes the parent of the acquired corporation and the acquired corporation becomes a subsidiary. Unlike a statutory merger or consolidation (an A reorganization) in which the assets of two or more corporations are combined into a single corporation, a B reorganization involves an acquisition of stock of one corporation by another. The statute defines a B reorganization as "the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation), of stock of another corporation, if immediately after the acquisition, the acquiring corporation has control of such other corporation (whether or not such acquiring corporation had control immediately before the acquisition). 134 This definition will be satisfied and the exchanges it contemplates will be entitled to non recognition if all of the following conditions are met: (1) The acquiring corporation must acquire stock rather than assets. (2) As in other reorganizations, the acquisition must be made by a corporation. (3) The acquisition must be made in exchange solely for voting stock of the acquiring corporation or its parent. (4) The acquiring corporation must be in "control" of the acquired corporation immediately after the acquisition, whether or not the acquiring corporation possessed control of or owned an interest in the acquired corporation before the acquisition. The term "control" means ownership of stock of the acquired corporation possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the acquired corporation. 1) The Requirement That "Stock" of Another Corporation Be Acquired By a Corporation. The acquiring corporation must acquire stock rather than assets. In this instance, AmeriNet is acquiring 100% of the stock of Vista Vacations. There is no assets or boot accompanying the acquisition of stock. 2) The Requirement That "Stock" of Another Corporation Be Acquired By a Corporation In a B reorganization a corporation must acquire "stock" of another corporation. The acquiring corporation exchanges its voting stock, or the voting stock of its parent, for stock owned by the shareholders of the acquired corporation. In this instance, AmeriNet is exchanging its voting stock for 100% of the stock owned by the shareholders of Vista Vacations. 3. The Consideration That May Be Used Is Limited "Solely" to Voting Stock The consideration that may be used in a B reorganization is limited to voting stock of the acquiring corporation (or only the voting stock of a corporation under its "control"). "Voting stock" refers to stock of the acquiring corporation, the ownership of which entitles its holder to be present and to vote at stockholders' meetings. The courts have construed "voting stock" literally. In this instance only voting stock is subject to the transaction. If consideration other than voting stock is used, the transaction will not qualify as a B reorganization. In some circumstances, as, for example, where taxpayers desire recognition of losses, the strictness of the B reorganization definition may work to their advantage. In this instance there is no consideration other than voting stock. 4. Special Considerations Arising from the Solely-for-Voting-Stock Requirement In a B reorganization, where only voting stock is permissible consideration, questions arise as to the availability of B reorganization treatment where the acquiring corporation pays the incidental expenses of the acquisition, where it pays the cost of registering securities, or where there is a deferred stock payment and where there is a preliminary dividend or redemption. Incidental expenses, including legal and accounting fees, appraisal fees and the like, may be paid directly or assumed by the acquiring corporation without violating the "solely for voting stock" requirement. However, expenses not solely and directly related to the reorganization cannot be paid or assumed by the acquiring corporation. In this instance, AmeriNet expenses not solely and directly related to the reorganization will not be paid or assumed by AmeriNet. 135 The Service has ruled that B reorganization status will not be denied as a result of the payment by the acquiring corporation of the cost of registering its own stock which it issues to the stockholders of the acquired corporation. Where a deferred stock payment is tied to the future earnings of the acquired corporation, the transaction may, nonetheless, qualify, for ruling purposes, as a B reorganization where the deferral period is not more than five years, the maximum number of shares payable is stated in the plan, there is a business reason for the deferral, the initial distribution includes a least fifty percent of the shares issuable, the right to receive additional shares is non-assignable, and the additional shares issuable are those of the acquiring corporation or its parent. In this instance there is no deferred stock payment tied to future earnings in the reorganization agreement. Preliminary dividends and redemptions raise serious questions as to whether a transaction will qualify as a B reorganization. A dividend distributed to its shareholders by the acquired corporation prior to closing might be separate from the qualifying exchange. A redemption financed by the acquired corporation out of its own funds might also not affect reorganization treatment. However, the acquiring corporation cannot pay cash directly to the shareholders of the acquired corporation who seek redemption of their shares. In this instance, there are neither preliminary dividends or redemptions. Representations and warranties do not, in themselves, constitute additional, impermissible consideration. Generally, employment agreements with the former officers of the acquired corporation will not affect the qualification of a transaction as a B reorganization. The result would be otherwise if the employment agreement called for payments that did not bear a reasonable relationship to the work to be performed by the employee. In this instance, the employment agreement called for payments bear a reasonable relationship to the work to be performed by each signing employee. Tax Treatment of "Parties to Reorganization" in a B Reorganization If an acquisition qualifies for tax free reorganization treatment, the parties to the reorganization are protected from the recognition of gain or loss by Section 361 and 1032. The controlled subsidiary receives a carryover basis in the acquired stock or assets. The subsidiary's parent receives a corresponding basis step-up in its stock in the subsidiary. If the acquisition qualifies as a tax free reorganization, neither of the corporate parties to the reorganization should be subject to the recognition of gain or loss, with two exceptions,. The acquiring corporation or it's controlled subsidiary may recognize gain or loss if appreciated property is used as consideration in the acquisition, I.R.C. Section 311(b). Also, the target corporation may recognize gain upon the distribution of appreciated property to its shareholders. I.R.C. Section 361(c). 136 The issuance of stock and securities by either the parent corporation or its controlled subsidiary as consideration in exchange for property is protected form gain or loss recognition by Section 1032, and see Rev. Rul. 57-278, 1957-1 CB 124. The target corporation does not recognize gain or loss upon the distribution to its shareholders of stock or securities received from the acquirer or its subsidiary in the reorganization. I.R.C. Section 361(b)(3). The parent does not recognize gain or loss upon the acquiring of 80% or more of the stock of the subsidiary. The controlling corporation's basis in the subsidiaries stock will be the aggregate of the controlling corporation's basis in such stock prior to the transaction, the "net basis" (i.e. the basis net of liabilities) of property acquired from the target and the net basis of the property acquired by the controlled corporation from its parent which property is distributed to the target or to its shareholders in the transaction. Reg. Section 1.358-6(a)(5) ex.(1). Tax Treatment of Shareholders in a B Reorganization The subsidiary shareholders receive stock in the controlling corporation (plus, perhaps, other consideration in exchange for their stock in the target. If the stock and the securities received are stock and securities "in a corporation a party to a reorganization", the non-recognition provisions of Section 354 and Section 356 apply. I.R.C. Section 354(a). See Section 4.08(5)(a).. According to these provisions, stock and securities of the target may be exchanged solely for stock in the controlling corporation without the recognition of gain or loss. I.R.C. Section 354(a). If a shareholder receives securities with a greater principal amount then the securities given up in the exchange, the fair market value of such excess principal amount is treated as recognition property received by the shareholder. is treated as recognition of property received by the shareholders. I.R.C. Section 356(d). A shareholder recognizes gain to the extent of the amount of money and the fair market value of recognition property received in the exchange. I.R.C. Section 356(a)(2(1). If the exchange has the effect of a dividend distribution, any gain recognized will be taxed as ordinary income to the extent of the shareholder's share of the target corporation's earnings and profits. I.R.C. Section 356(a)(2). The shareholder's bases in the stock, securities and other property received in the exchange will be governed by Section 358(a) which generally provides for fair market value bases for all recognition property and substituted bases for all non-recognition property, in the exchange and decrease by the fair market value of recognition property received in the exchange and by the amount of loss recognized, if any. I.R.C. Section 358(a). The basis of the Subsidiary's shares held by the controlling corporation will increase, generally by the net basis of the assets and the stock acquired. See Section 4.05(e). The controlling corporation will not experience any other tax consequences in its capacity as shareholder of the subsidiary, other than a change in value. Neither is the B reorganization a taxable event for the shareholders of the controlling corporation. Assumptions This opinion has been prepared and is to be construed in accordance with the Report on Standards for Florida Opinions dated April 8, 1991, as amended and supplemented, issued by the Business Law Section of the Florida Bar, 46 The Business Lawyer, No. 4 (the "Report"). The Report is incorporated by reference into this opinion letter. Opinions Based solely upon our examination and consideration of the Reorganization Agreement and the Representations made therein, and in reliance thereon, and subject to the comments, assumptions, exceptions, qualifications and limitations set forth in the Report, we are of the opinion that: To the best of our knowledge the contemplated transaction constitutes a reorganization within the meaning of Section 368 of the Code. Disclaimer Without our prior written consent, this opinion letter may not be quoted in whole or in part or otherwise referred to in any document or report and may not be furnished to any person or entity including any governmental agency. Very truly yours Vista Vacations International, Inc. /s/ Scott B. Ugell Scott B. Ugell, Esquire Vice President and General Counsel 137 Exhibit 6.3(L) Confidentiality Agreements 1. Karyn McKnight 2. Trevor Grafflin 3. Jay Lovins Items 1-3 can be found as exhibit 10vv.32 and 10vv.34 of this Form 8-K. Exhibit 7.2(A) Escrow Allocation Agreement To be provided by Scott B. Ugell, Esquire no later than 5:00 p.m. on March 20, 2000. Dear Richard, As per your request and following Scott Ugells instructions. Please find below the requests for the 7.2 and 7.4 of the Reorganization Agreeemnts on the distribution of shares. The rest will follow. 220,000 Shares Teri Nadler 112,200 51% Scott Ugell 58,674 26.67% Jean Hickman 26,400 12% Ken Nelson 11,000 5% Alicia Torrealba 8,800 4% Karyn McKnight 2,926 1.33% --------- --------- 220,000 100% /s/ Alicia Torrealba 138 EX-3.4.VV 3 ARTICLES OF INCORPORATION OF VISTA VACATIONS Articles of Amendment to Articles of Incorporation of Vista Vacations International, Inc. Pursuant to the provisions of Section 607.1006, Florida Statutes, Vista Vacations International, Inc., a Florida corporation for profit (the "Corporation") does hereby adopt the following articles of amendment and restatement to its articles of incorporation, certifying as follows: Witnesseth: FIRST: AMENDMENTS ADOPTED: (A) The following articles are hereby repealed: Articles 2, 3, 4 & 5. (B) The following articles are hereby renumbered: (1) Article 1 is hereby renumbered as Article I. (2) The following new articles are hereby adopted: ARTICLE II DURATION This Corporation shall have perpetual existence commencing on the date of the filing of these Articles of Incorporation with the Department of State of Florida. ARTICLE III PURPOSES This Corporation is organized for the purpose of transacting any and all lawful business; provided, however, that it shall not: (A) Engage in any activities that would subject it to regulation as an investment company under the Federal Investment Company Act of 1940 (the "Investment Company Act"), as amended, unless it shall have first qualified and elected to be regulated as a small business development company pursuant to Sections 54 et. seq., thereof, and limits its investment company activities to those permitted thereby; or (B) Engage in any activities which would subject the Corporation to regulation as a broker dealer in securities subject to regulation under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or as an investment advisor subject to regulation under the Investment Advisors Act of 1940, as amended (the "Investment Advisor's Act"); or This instrument is the property of The Yankee Companies, Inc., a Florida corporation, and has been licensed for use by Vista Vacations International, Inc., only for its own corporate governance purposes. No one may utilize this form or any derivations thereof without the prior written consent of The Yankee Companies, Inc. 139 (C) Engage in any other activities requiring the Corporation to comply with governmental registration and supervision, unless it has completed such registration and conducts itself in full compliance with such supervisory requirements. ARTICLE IV CAPITAL STOCK 1.2 Capital Stock This Corporation is authorized to issue 2,000 shares, $0.01 par value, all of which shall be designated as common stock. ARTICLE V QUORUM FOR MEETINGS (A) A simple majority of the shares entitled to vote, represented in person or by proxy, shall be required to constitute a quorum at a meeting of stockholders. (B) A simple majority of the persons then comprising the entire membership of the board of directors, but including all persons elected as members of the board of directors by the stockholders who were not required to be nominated and elected as directors pursuant to contractual obligations, shall constitute at quorum at a meeting of the board of directors. ARTICLE VI REGISTERED OFFICE, REGISTERED AGENT & PRINCIPAL 6.1 Registered Office & Registered Agent, The street address of the registered office of this Corporation is 1941 Southeast 51st Terrace; Ocala, Florida 34471, and the name of the initial registered agent of this corporation at such address is Vanessa H. Lindsey. 6.2 Principal Office & Mailing Address (A) The Corporation's principal office and principal mailing address is 5653 NW 29th Street; Margate, Florida 33063 (B) The Corporation's telephone number is (954) 975-0898, its fax number is (954) 975-8447 and its e-mail address is Terie@flinet.com. 140 ARTICLE VII BOARD OF DIRECTORS 7.1 Initial Board of Directors (A) This Corporation shall have one Director initially. (B) The number of Directors may be either increased or diminished from time to time in the manner provided in the Bylaws, but shall never be less than one. (C) The name and address of the initial Director of this Corporation is as follows: Teri Nadler 5653 NW 29th Street, Margate, Florida 33063 7.2 Contractual Obligation to Elect Directors: The obligations of the Corporation's stockholder to elect members to the Corporation's Board of Directors in the manner reflected in the agreement and plan of merger (the "Merger Agreement") between Wriwebs.com, Inc., a Florida corporation that has been merged into this Corporation ("Old WRI"), AmeriNet Group.com, Inc., a Delaware corporation and the Corporation's sole stockholder, and this Corporation, then operating under the name American Internet Technical Center, Inc., ("American Internet"), shall be complied with in conjunction with all elections of members to the Corporation's Board of Directors during the term of such obligations and no election in contravention of such terms shall be valid. ARTICLE VIII INCORPORATOR The name and street address of the incorporator of this Corporation was: Teri Nadler 5653 NW 29th Street, Margate, Florida 33063 ARTICLE IX AFFILIATED TRANSACTIONS This Corporation shall not be subject to the restrictions or requirements for affiliated transactions imposed by Sections 607.0901, Florida Statutes, as permitted by the waiver provisions of Section 607.0901(5)(b) thereof. SECOND: RESTATEMENT OF ARTICLES OF INCORPORATION: The Corporation's articles of incorporation, as amended to date, are hereby restated, as follows: 141 ARTICLE I NAME The name of this Corporation is "Vista Vacations International, Inc." ARTICLE II DURATION This Corporation shall have perpetual existence commencing on the date of the filing of these Articles of Incorporation with the Department of State of Florida. ARTICLE III PURPOSES This Corporation is organized for the purpose of transacting any and all lawful business; provided, however, that it shall not: (A) Engage in any activities that would subject it to regulation as an investment company under the Federal Investment Company Act of 1940 (the "Investment Company Act"), as amended, unless it shall have first qualified and elected to be regulated as a small business development company pursuant to Sections 54 et. seq., thereof, and limits its investment company activities to those permitted thereby; or (B) Engage in any activities which would subject the Corporation to regulation as a broker dealer in securities subject to regulation under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or as an investment advisor subject to regulation under the Investment Advisors Act of 1940, as amended (the "Investment Advisor's Act"); or (C) Engage in any other activities requiring the Corporation to comply with governmental registration and supervision, unless it has completed such registration and conducts itself in full compliance with such supervisory requirements. ARTICLE IV CAPITAL STOCK 1.3 Capital Stock This Corporation is authorized to issue 2,000 shares, $0.01 par value, all of which shall be designated as common stock. ARTICLE V QUORUM FOR MEETINGS (A) A simple majority of the shares entitled to vote, represented in person or by proxy, shall be required to constitute a quorum at a meeting of stockholders. 142 (B) A simple majority of the persons then comprising the entire membership of the board of directors, but including all persons elected as members of the board of directors by the stockholders who were not required to be nominated and elected as directors pursuant to contractual obligations, shall constitute at quorum at a meeting of the board of directors. ARTICLE VI REGISTERED OFFICE, REGISTERED AGENT & PRINCIPAL 6.1 Registered Office & Registered Agent, The street address of the registered office of this Corporation is 1941 Southeast 51st Terrace; Ocala, Florida 34471, and the name of the initial registered agent of this corporation at such address is Vanessa H. Lindsey. 6.2 Principal Office & Mailing Address (A) The Corporation's principal office and principal mailing address is 5653 NW 29th Street; Margate, Florida 33063 (B) The Corporation's telephone number is (954) 975-0898, its fax number is (954) 975-8447 and its e-mail address is Terie@flinet.com. ARTICLE VII BOARD OF DIRECTORS 7.1 Initial Board of Directors (A) This Corporation shall have one Director initially. (B) The number of Directors may be either increased or diminished from time to time in the manner provided in the Bylaws, but shall never be less than one. (C) The name and address of the initial Director of this Corporation is as follows: . 7.2 Contractual Obligation to Elect Directors: The obligations of the Corporation's stockholder to elect members to the Corporation's Board of Directors in the manner reflected in the Reorganization Agreement between Vista Vacations International, Inc., and AmeriNet Group.com, Inc., a Delaware corporation, and others, shall be complied with in conjunction with all elections of members to the Corporation's Board of Directors during the term of such obligations and no election in contravention of such terms shall be valid. 143 ARTICLE VIII INCORPORATOR The name and street address of the incorporator of this Corporation is: Teri Nadler 5653 NW 29th Street, Margate, Florida 33063 ARTICLE IX AFFILIATED TRANSACTIONS This Corporation shall not be subject to the restrictions or requirements for affiliated transactions imposed by Sections 607.0901, Florida Statutes, as permitted by the waiver provisions of Section 607.0901(5)(b) thereof. ARTICLE X AMENDMENT The Corporation reserves the right to amend, alter, change or repel any provision contained in these Articles of Incorporation, or in any amendment hereto, or to add any provision to these Articles of Incorporation or to any amendment hereto, in any manner now or hereafter prescribe or permitted by the provisions of any applicable statute of the State of Florida, and all rights conferred upon shareholders in these Articles of Incorporation or any amendment hereto are granted subject to this reservation. THIRD: THE DATE EACH AMENDMENT WAS ADOPTED WAS: March 7, 2000. FOURTH: ADOPTION OF AMENDMENTS: The amendments were unanimously adopted by the Corporation's stockholders and board of directors by written consent in lieu of special meeting dated March 7, 2000, the number of votes cast for the amendments being sufficient for approval. IN WITNESS WHEREOF, the Corporation, through its duly elected, serving and authorized president, has subscribed its name this 7th day of March, 2000. Vista Vacations International, Inc. By: /s/ Teri Nadler ________________________ Teri Nadler President 144 EX-3.5.VV 4 CURRENT BYLAWS OF VISTA VACATIONS Restated Bylaws of Vista Vacations International, Inc. ARTICLE I STOCKHOLDERS SECTION 1. Annual Meetings (a) (1) The annual meeting of the stockholders of the Corporation shall be held at the principal office of the Corporation in the State of Florida or at such other place within or without the State of Florida as may be determined by the Board of Directors and as may be designated in the notice of such meeting; provided that, whenever this Corporation is the subsidiary of another corporation that holds a majority of this Corporation's common stock (a "Parent Corporation"), then the annual meeting shall be held at the place where the Parent Corporation holds its annual meeting. (2) The meeting shall be held on the 15th day of July of each year or on such other day as the Board of Directors may specify; provided that, whenever this Corporation is the subsidiary of a Parent Corporation, then the annual meeting shall be held immediately after the organizational meeting of the Parent Corporation's Board of Directors immediately following the Parent Corporation's annual meeting. (3) If said day is a legal holiday, the meeting shall be held on the next succeeding business day not a legal holiday. (b) Business to be transacted at such meeting shall be the election of members of the Corporation's Board of Directors to succeed those whose terms are expiring and such other business as may be properly brought before the meeting. (c) In the event that the annual meeting, by mistake or otherwise, shall not be called and held as herein provided, a special meeting may be called as provided for in Section 2 of this Article I in lieu of and for the purposes of and with the same effect as the annual meeting. (d) In the event that the Corporation becomes subject to compliance with requirements imposed under Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), proposals by stockholders for action at an annual meeting must be submitted to the Corporation's principal executive offices so that they are received thereat on or before the 120th day prior to the annual anniversary of the last preceding annual meeting, unless such proposal relates to the nomination of members of the Corporation's Board of Directors, in which case it must be submitted to the Corporation's principal executive offices so that the name, address, telephone number and if available, fax number and e-mail address of the nominee, together with biographical data covering the nominees activities during the preceding five years satisfying the disclosure requirements of Regulation SB are received thereat on or before the 60th day prior to the time that the Corporation first files materials with the Commission pertaining to such meeting on either Schedule 14A or 14C promulgated under authority of the Exchange Act. This instrument is the property of The Yankee Companies, Inc., a Florida corporation, and has been licensed for use by Vista Vacations, Inc., only for its own corporate governance purposes. No one may utilize this form or any derivations thereof without the prior written consent of The Yankee Companies, Inc.. 145 SECTION 2. Special Meetings (a) A special meeting of the stockholders of the Corporation may be called for any purpose or purposes at any time by the Chairman or President of the Corporation, by the Board of Directors or by the holders of not less than 10% of the outstanding capital stock of the Corporation entitled to vote at such meeting. (b) (1) At any time, upon the written direction of any person or persons entitled to call a special meeting of the stockholders, it shall be the duty of the Secretary to send notice of such meeting pursuant to Section 4 of this Article I. (2) It shall be the responsibility of the person or persons directing the Secretary to send notice of any special meeting of stockholders to deliver such direction and a proposed form of notice to the Secretary not less than 15 days prior to the proposed date of said meeting. (c) Special meetings of the stockholders of the Corporation shall be held at such place, within or without the State of Florida, on such dates, and at such time as shall be specified in the notice of such special meeting. SECTION 3. Adjournment (a) When the annual meeting is convened, or when any special meeting is convened, the presiding officer may adjourn it for such period of time as may be reasonably necessary to reconvene the meeting at another place and time. (b) The presiding officer shall have the power to adjourn any meeting of the stockholders for any proper purpose, including, but not limited to, lack of a quorum, securing a more adequate meeting place, electing officials to count and tabulate votes, reviewing any stockholder proposals or passing upon any challenge which may properly come before the meetings. (c) (1) When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting. (2) If, however, after the adjournment the Board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 4(a) of this Article I to each stockholder of record on the new record date entitled to vote at such meeting. SECTION 4. Notice of Meetings; Purpose of Meeting; Waiver (a) (1) Each stockholder of record entitled to vote at any meeting shall be given in person, or by first class mail, postage prepaid, written notice of such meeting which, in the case of a special meeting, shall set forth the purpose(s) for which the meeting is called, not less than 20 or more than 60 days before the date of such meeting. (2) If mailed, such notice is to be sent to the stockholder's address as it appears on the stock transfer books of the Corporation, unless the stockholder shall be requested of the Secretary in writing at least 15 days prior to the distribution of any required notice that any notice intended for him or her be sent to some other address, in which case the notice may be sent to the address so designated. 146 (3) Notwithstanding any such request by a stockholder, notice sent to a stockholder's address as it appears on the stock transfer books of this Corporation as of the record date shall be deemed properly given. (4) Any notice of a meeting sent by United States mail shall be deemed delivered when deposited with proper postage thereon with the United States Postal Service or in any mail receptacle under its control. (b) (1) A stockholder waives notice of any meeting by attendance, either in person or by proxy, at such meeting or by waiving notice in writing either before, during or after such meeting. (2) Attendance at a meeting for the express purpose of objecting that the meeting was not lawfully called or convened, however, will not constitute a waiver of notice by a stockholder who states at the beginning of the meeting, his or her objection that the meeting is not lawfully called or convened. (c) A waiver of notice signed by all stockholders entitled to vote at a meeting of stockholders may also be used for any other proper purpose including, but not limited to, designating any place within or without the State of Florida as the place for holding such a meeting. (d) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of stockholders need be specified in any written waiver of notice. SECTION 5. Closing of Transfer Books; Record Date; Stockholders' List (a) In order to determine the holders of record of the capital stock of the Corporation who are entitled to notice of meetings, to vote a meeting or adjournment thereof, or to receive payment of any dividend, or for any other purpose, the Board of Directors may fix a date not more than 60 days prior to the date set for any of the above-mentioned activities for such determination of stockholders. (b) If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least 25 days immediately preceding such meeting, as required in order to permit the Corporation to obtain the names of all stockholders entitled to notice in time to provide such notice. (c) In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the date for any such determination of stockholders, such date in any case to be not less than 25 nor more than 60 days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. (d) If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice or to vote at a meeting of stockholders, or to receive payment of a dividend, the fifth date prior to the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. (e) When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date under this Section for the adjourned meeting. 147 (f) (1) The officer or agent having charge of the stock transfer books of the Corporation shall make, as of a date at least 10 days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, with the address of each stockholder and the number and class and series, if any, of shares held by each stockholder. (2) Such list shall be kept on file at the registered office of the Corporation, at the principal place of business of the Corporation or at the office of the transfer agent or registrar of the Corporation for a period of 10 days prior to such meeting and shall be available for inspection by any stockholder at any time during usual business hours. (3) Such list shall also be produced and kept open at the time and place of any meeting of stockholders and shall be subject to inspection by any stockholder at any time during the meeting. (g) The original stock transfer books shall be prima facie evidence as to the stockholders entitled to examine such list or stock transfer books or to vote any meeting of stockholders. (h) If the requirements of Section 5(f) of this Article I have not been substantially complied with, then, on the demand of any stockholder in person or by proxy, the meeting shall be adjourned until such requirements are complied with. (i) If no demand pursuant to Section 5(h) of this Article I is made, failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting. (j) Section 5(g) of this Article I shall be operative only at such time(s) as the Corporation shall have 6 or more stockholders. SECTION 6. Quorum (a) At any meeting of the stockholders of the Corporation, the presence, in person or by proxy, of stockholders holding a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote thereat shall be necessary to constitute a quorum for the transaction of any business. (b) If a quorum is present, the vote of a majority of the shares represented at such meeting and entitled to vote on the subject matter shall be the act of the stockholders. (c) If there shall not be a quorum at any meeting of the stockholders of the Corporation, then the holders of a majority of the shares of the capital stock of the Corporation who shall be present at such meeting, in person or by proxy, may adjourn such meeting from time to time until holders of a quorum of the shares of the capital stock shall attend. (d) At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally scheduled. SECTION 7. Presiding Officer; Order of Business (a) (1) Meetings of the stockholders shall be presided over by the Chairman of the Board, or, if he or she is not present or there is no Chairman of the Board, by the President or, if he or she is not present, by the senior Vice President present or, if neither the Chairman of the Board, the President, nor a 148 Vice President is present, the meeting shall be presided over by a chairman to be chosen by a plurality of the stockholders entitled to vote at the meeting who are present, in person or by proxy. (2) The presiding officer of any meeting of the stockholders may delegate his or her duties and obliga tions as the presiding officer as he or she sees fit. (b) The Secretary of the Corporation, or, in his or her absence, an Assistant Secretary shall act as Secretary of every meeting of stockholders, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall choose any person present to act as secretary of the meeting. (c) The order of business shall be as follows: Call of meeting to order. Proof of notice of meeting. Reading minutes of last previous stockholders' meeting or a waiver thereof. Reports of Officers. Reports of committees. Mandatory nominations for election to the Board of Directors based on contractual obligations. Election of members of the Corporation's Board of Directors. Regular and miscellaneous business. Special matters. Adjournment. (d) (1) Notwithstanding the provisions of Section 7(c) of this Article I, the order and topics of business to be transacted at any meeting shall be determined by the presiding officer of the meeting in his or her sole discretion. (2) In no event shall any variation in the order of business or additions and deletions from the order of business as specified in Section 7(c) of this Article I invalidate any actions properly taken at any meeting. SECTION 8. Voting (a) Unless otherwise provided for in the Certificate of Incorporation, each stockholder shall be entitled, at each meeting and upon each proposal to be voted upon, to one vote for each share of voting stock recorded in his name on the books of the Corporation on the record date fixed as provided for in Section 5 of this Article I. (b) (1) The presiding officer at any meeting of the stockholders shall have the power to determine the method and means of voting when any matter is to be voted upon. (2) The method and means of voting may include, but shall not be limited to, vote by ballot, vote by hand or vote by voice. (3) No method of voting may be adopted, however, which fails to take account of any stockholder`s right to vote by proxy as provided for in Section 10 of this Article I. (4) In no event may any method of voting be adopted which would prejudice the outcome of the vote. 149 SECTION 9. Action Without Meeting (a) (1) Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the Corporation's outstanding voting stock; provided that, if the Corporation is then subject to compliance with Section 14 of the Exchange Act, it must prior to such action have filed with the Commission and delivered to the stockholders an information statement and annual report in the form required thereby. (2) Such instrument may be executed in counterparts or as a unitary document. (b) In the event that the action to which the stockholders consent is such as would have required the filing of a certificate under the Florida Business Corporation Act, the effect of such consent shall be as if such action had been voted on by stockholders at a meeting thereof, however, the certificate filed under such other section shall state that written consent has been given in accordance with the provisions of Section 9 of this Article I. (c) If the Corporation no longer has a class of securities registered under Section 12 of the Exchange Act and stockholder action is taken by written consent in lieu of meeting without prior notice, signed by less than all of the Corporation's stockholders, then all non participating stockholders shall be provided with written notice of the action taken within 10 days after the effective date of the written instrument taking such action. (d) No action by written consent in lieu of meeting shall be valid if it is in contravention of applicable proxy or informational rules adopted pursuant to the Exchange Act including, without limitation, the requirements of Section 14 thereof. SECTION 10. Proxies (a) Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent without a meeting, or his or her duly authorized attorney-in-fact, may authorize another person or persons to act for him or her by proxy. (b) (1) Every proxy must be signed by the stockholder or his or her attorney-in-fact. (2) No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. (3) Every proxy shall be revocable at the pleasure of the stockholder executing it, except as otherwise provided in this Section 10. (c) The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the stockholder who executed the proxy unless, before the authority is exercised, written notice of any adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of stockholders. (d) Except when other provisions shall have been made by written agreement between the parties, the record holder of shares held as pledges or otherwise as security or which belong to another, shall issue to the 150 pledgor or to such owner of such shares, upon demand therefor and payment of necessary expenses thereof, a proxy to vote or take other action thereon. (e) A proxy which states that it is irrevocable is irrevocable when it is held by any of the following or a nominee of any of the following: (i) a pledgee; (ii) a person who has purchased or agreed to purchase the shares: (iii) a creditor or creditors of the Corporation who extend or continue to extend credit to the Corporation in consideration of the proxy, if the proxy states that it was given in consideration of such extension or continuation of credit, the amount thereof, and the name of the person extending or continuing credit; (iv) a person who has contracted to perform services as an officer of the Corporation, if a proxy is required by the contract of employment, if the proxy states that it was given in consideration of such contract of employment and states the name of the employee and the period of employment contracted for; and (v) a person designated by or under an agreement as provided in Article XI hereof. (f) (1) Notwithstanding a provision in a proxy stating that it is irrevocable, the proxy becomes revocable after the pledge is redeemed, the debt of the Corporation is paid, the period of employment provided for in the contract of employment has terminated, or the agreement under Article XI hereof has terminated and, in a case provided for in Section 10(e) (iii) or Section 10(e) (iv) of this Article I, becomes revocable three years after the date of the proxy or at the end of the period, if any, specified therein, whichever period is less, unless the period of irrevocability of the proxy as provided in this Section 10. (2) This Section 10(f) does not affect the duration of a proxy under Section 10(b) of this Article I. (g) A proxy may be revoked, notwithstanding a provision making it irrevocable, by a purchaser of shares without knowledge of the existence of the provisions unless the existence of the proxy and its irrevocability is noted conspicuously on the face or back of the certificate representing such shares. (h) (1) If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of such persons present at the meeting, or if only one is present then that one, may exercise all the powers conferred by the proxy. (2) If the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the voting of such shares shall be prorated. (i) If a proxy expressly so provides, any proxy holder may appoint in writing a substitute to act in his or her place. (j) Notwithstanding anything in the Bylaws to the contrary, no proxy shall be valid if it was obtained in violation of any applicable requirements of Section 14 of the Exchange Act or the Rules and Regulations promulgated thereunder. SECTION 11. Voting of Shares by Stockholders (a) (1) Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate stockholder; or, in the absence of any applicable bylaw, by such person as the Board of Directors of the corporate stockholder may designate. 151 (2) Proof of such designation may be made by presentation of a certified copy of the bylaws or other instrument of the corporate stockholder. (3) In the absence of any such designation, or in case of conflicting designation by the corporate stockholder, the chairman of the board, president, any vice president, secretary and treasurer of the corporate stockholder, in that order, shall be presumed to possess authority to vote such shares. (b) (1) Shares held by an administrator, executor, guardian or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. (2) Shares standing in the name of a trustee may be voted as shares held by him or her without a transfer of such shares into his name. (c) (1) Shares standing in the name of a receiver may be voted by such receiver. (2) Shares held by or under the control of a receiver but not standing in the name of such receiver, may be voted by such receiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed. (d) A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee. (e) Shares of the capital stock of the Corporation belonging to the Corporation or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares. (f) In the event that a stockholder is party to an agreement to which the Corporation is also a party that requires such stockholder to vote his, her or its shares in a specified manner, then, absent an order by a court of competent jurisdiction directing the Corporation to act otherwise, the stockholder may only vote his, her or its common stock in full compliance with such obligations. ARTICLE II DIRECTORS SECTION 1. Board of Directors; Exercise of Corporate Powers (a) (1) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors except as may be otherwise provided in the Certificate of Incorporation or in a stockholders' agreement. (2) If any such provision is made in the Certificate of Incorporation or in a stockholders' agreement, the powers and duties conferred or imposed upon the Board of Directors shall be exercised or performed to such extent and by such person or persons as shall be provided in the Certificate of Incorporation or stockholders' agreement. (b) Directors need not be residents of this state or stockholders of the Corporation unless the Certificate of Incorporation so requires. 152 (c) The Board of Directors shall have authority to fix the compensation of members of the Corporation's Board of Directors unless otherwise provided in the Certificate of Incorporation. (d) A Director shall perform his or her duties as a Director, including his or her duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. (e) In performing his or her duties, a Director shall be entitled to rely on information, opinions, reports or statements, including without limitation, financial statements and other financial data, in each case prepared or presented by: (i) one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such persons' professional or expert competence; or (iii) a committee of the Board upon which he or she does not serve, duly designated in accordance with a provision of the Certificate of Incorporation or these Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. (f) A Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance described in Section 1(e) of this Article II to be unwarranted. (g) A person who performs his or her duties in compliance with Section 1 of this Article II shall have no liability by reason of being or having been a Director of the Corporation. (h) A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest. SECTION 2. Number; Election; Classification of members of the Corporation's Board of Directors Vacancies (a) (1) The Board of Directors of this Corporation shall consist of not less than one Director. (2) The Board shall have authority, from time to time, to increase the number of members of the Corporation's Board of Directors or to decrease it to not less than one member, provided that no decrease in the number of members of the Corporation's Board of Directors shall deprive a serving Director of the right to serve throughout the term of his or her election. (3) In the event that the Corporation is party to an agreement to which a majority of its stockholders are also parties and which requires that one or more persons or their designees be elected as members of the Corporation's board of directors, then, absent an order by a court of competent jurisdiction directing the Corporation to act otherwise, such persons shall serve as members of the Corporation's Board of Directors, in full compliance with such obligations. (b) Each person named in the Certificate of Incorporation as a member of the initial Board of Directors shall serve until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, or death. 153 (c) (1) At the first annual meeting of stockholders and at each annual meeting thereafter, the stockholders shall elect Directors to hold office until the next succeeding annual meeting, except in case of the classification of members of the Corporation's Board of Directors as permitted by the Florida Business Corporation Act. (2) Each Director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, or death. (d) (1) The stockholders, by amendment to these Bylaws, may provide that the Directors be divided into not more than four classes, as nearly equal in number as possible, whose terms of office shall respectively expire at different times, but no such term shall continue longer than four years, and at least one fourth of the Directors shall be elected annually. (2) If members of the Corporation's Board of Directors are classified and the number of members of the Corporation's Board of Directors is thereafter changed, any increase or decrease in Directorship shall be so apportioned among the classes as to make all classes as nearly equal in number as possible. (e) (1) Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of members of the Corporation's Board of Directors, may be filled only by the Board of Directors. (2) A Director elected to fill a vacancy shall hold office only until the next election of Directors by the stockholders. SECTION 3. Removal of Directors (a) At a meeting of stockholders called expressly for that purpose, any Director or the entire Board of Directors may be removed, with or without cause, by the vote of the holders of 60% of the shares then entitled to vote at an election of members of the Corporation's Board of Directors; provided that at least one Director remains in office or one Director is elected as a replacement Director concurrently with such removal and provided further that such removal does not contravene contractual obligations binding on the Corporation and the holders of more than 40% of the Corporation's common stock. (b) In the event that the number of members of the Corporation's Board of Directors is reduced below that number mandated in the Certificate of Incorporation as a result of the removal of one or more Directors by the stockholders, then the remaining Directors or the contemporaneously elected replacement Director will promptly elect replacement Directors, to serve until the next meeting of the Corporation's stockholders, and until their replacements have been elected, qualified and assume their office. SECTION 4. Director Quorum and Voting (a) A majority of the Directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business; provided that, in the event that the Corporation is a party to an agreement that requires the presence and participation of specified directors, either generally or as to specific matters, then a quorum will require the participation of such person or persons, in the manner called for by such agreement. 154 (b) A majority of the members of an Executive Committee or other committee shall constitute a quorum for the transaction of business at any meeting of such Executive Committee or other committee; provided that, in the event that the Corporation is a party to an agreement that requires the presence and participation of specified directors, either generally or as to specific matters, then a quorum will require the participation of such person or persons, in the manner called for by such agreement. (c) The act of a majority of the members of the Corporations Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; provided that, in the event that the Corporation is a party to an agreement that requires the affirmative vote of specified members, either generally or as to specific matters, then action by the Board of Directors will require the affirmative vote of such member or members, in the manner called for by such agreement. (d) The act of a majority of the members of an Executive Committee present at an Executive Committee meeting at which a quorum is present shall be the act of the Executive Committee; provided that, in the event that the Corporation is a party to an agreement that requires the affirmative vote of specified members, either generally or as to specific matters, then action by the Executive Committee of the Board of Directors will require the affirmative vote of such member or members, in the manner called for by such agreement. (e) The act of a majority of the members of any other committee present at a committee meeting at which a quorum is present shall be the act of the committee; provided that, in the event that the Corporation is a party to an agreement that requires the affirmative vote of specified members, either generally or as to specific matters, then action by any such committee of the Board of Directors will require the affirmative vote of such member or members, in the manner called for by such agreement. (f) Directors may, if not contrary to applicable law, vote either in person or by proxy, provided that the proxy holder must be either another Director, an officer or a stockholder of the Corporation; provided that any Director who elects to vote by proxy more than three times during any single fiscal year shall, unless otherwise determined by the Board of Directors, be automatically removed as a Director and provided further, that, in the event that the Corporation is a party to an agreement that requires the affirmative vote of specified members, either generally or as to specific matters, then action by the Board of Directors will require the affirmative vote of such member or members, in the manner called for by such agreement. SECTION 5. Director Conflicts of Interest (a) No contract or other transaction between this Corporation and one or more of its Directors or any other corporation, firm, association or entity in which one or more of its Directors are Directors or officers or are financially interested shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because their votes are counted for such purpose, if: (i) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or (ii) The fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or 155 (iii) The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board, a committee, or the stockholders. (b) Interested Directors, whether or not voting, may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction. SECTION 6. Executive and Other Committees; Designation; Authority (a) The Board of Directors, by resolution adopted by the full Board of Directors, may designate from among its Directors an Executive Committee and one or more other committees each of which, to the extent provided in such resolution or in the Certificate of Incorporation or these Bylaws, shall have and may exercise all the authority of the Board of Directors, except that no such committee shall have the authority to : (i) approve or recommend to stockholders actions or proposals required by the Florida Business Corporation Act to be approved by stockholders; (ii) designate candidates for the office of Director for purposes of proxy solicitation or otherwise; (iii) fill vacancies on the Board of Directors or any committee thereof; (iv) amend these Bylaws; (v) authorize or approve the re-acquisition of shares unless pursuant to a general formula or method specified by the Board of Directors; or (vi) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series of a class of shares, unless the Board of Directors, having acted regarding general authorization for the issuance or sale of shares, or any contract therefor, and, in the case of a series, the designation thereof has specified a general formula or method by resolution or by adoption of a stock option or other plan, authorized a committee to fix the terms upon which such shares may be issued or sold, including, without limitation, the price, the rate or manner of payment of dividends, provisions for redemption, sinking fund, conversion, and voting or preferential rights, and provisions for other features of a class of shares, or a series of a class of shares, with full power in such committee to adopt any final resolution setting forth all the terms of a series for filing with the Department of State under the Florida Business Corporation Act. (b) The Board of Directors, by resolution adopted in accordance with Section 6(a) of this Article II, may desig nate one or more members of the Board of Directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee. (c) Neither the designation of any such committee, the delegation thereto of authority, nor action by such committee pursuant to such authority shall alone constitute compliance by a member of the Board of Directors, not a member of the committee in question, with his responsibility to act in good faith, in manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. SECTION 7. Place, Time, Notice and Call of Board of Directors' Meeting. (a) Meetings of the Board of Directors, regular or special, may be held either within or without the State of Florida. (b) (i) A regular meeting of the Board of Directors of the Corporation shall be held for the election of officers of the Corporation and for the transaction of such other business as may come before such meeting as promptly as practicable after the annual meeting of the stockholders of this Corporation without the necessity of notice other than this Bylaw. 156 (ii) Other regular meetings of the Board of Directors of the Corporation may be held at such places as the Board of Directors of the Corporation may from time to time resolve without notice other than such resolution. (iii)Special meetings of the Board of Directors may be held at any time upon call of the Chairman of the Board of Directors or a majority of the Directors of the Corporation, at such time and at such place as shall be specified in the call thereof. (iv) (A) Notice of any special meeting of the Board of Directors must be given at least two days prior thereto, if by written notice delivered personally; or at least five days prior thereto, if mailed; or at least two days prior thereto, if by telegram; or at least two days prior thereto, if by telephone or E-mail, receipt confirmed. (B) If such notice is given by mail, such notice shall be deemed to have been delivered when deposited with the United States Postal Service addressed to the business address of such Director with postage thereon prepaid. (C) If notice be given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegraph company. (D) If notice is given by telephone (including facsimile transmission), such notice shall be deemed delivered when the call is completed. (E) If notice is given by E-mail, such notice shall be deemed delivered when confirmation of receipt is obtained. (c) (1) Notice of a meeting of the Board of Directors need not be given to any Director who signs a waiver of notice either before or after the meeting. (2) Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened. (d) Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. (e) (1) A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. (2) Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors. (f) (1) Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other at the same time. 157 (2) Participation by such means shall constitute presence in person at a meeting. SECTION 8. Action by Directors Without a Meeting (a) (1) Any action required by the Florida Business Corporation Act to be taken at a meeting of the Directors of the Corporation, or any action which may be taken at a meeting of the Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the Directors, or all of the members of the committee, as the case may be, and is filed in the minutes of the proceedings of the Board or of the committee. (2) Such consent shall have the same effect as a unanimous vote. (b) If not contrary to applicable law, of members of the Corporation's Board of Directors may take action as the Board of Directors or committees thereof through a written consent to action signed by a number of members of the Corporation's Board of Directors sufficient to have carried a vote of the Board of Directors or committee thereof with all members present and voting; provided, that all Directors not joining in such written instrument shall be deemed for all purposes to have cast dissenting votes, and that all Directors not parties to such instrument shall receive written notice of all action taken through such instrument within three days after such instrument shall have been subscribed by the requisite number of members of the Corporation's Board of Directors required for such action, provided that, in the event that the Corporation is a party to an agreement that requires the affirmative vote of specified members, either generally or as to specific matters, then action by the Board of Directors will require the affirmative vote of such member or members, in the manner called for by such agreement. SECTION 9. Compensation (a) The members of the Corporation's Board of Directors and members of the Executive and any other committee of the Board of Directors shall be entitled to such reasonable compensation for their services and on such basis as shall be fixed from time to time by resolution of the Corporation's stockholders. (b) The members of the Board of Directors and members of any committee of that Board of Directors shall be entitled to reimbursement for any reasonable expenses incurred in attending any Board or committee meeting. (c) Any member of the Corporation's Board of Directors receiving compensation under this Section shall not be prevented from serving the Corporation in any other capacity and shall not be prohibited from receiving reasonable compensation for such other services. SECTION 10. Resignation (a) Unless he is the sole serving Director, any Director of the Corporation may resign at any time by providing the Board of Directors with written notice indicating the Director's intention to resign and the effective date thereof. (b) A sole serving Director of the Corporation must, at least concurrently with his or her resignation, elect one or more successor Director(s) at least one of whom must assume his or her office concurrently with the subject resignation, and the resignation shall be effected by providing the successor Director(s) with written notice indicating the Director's intention to resign and the effective date thereof. 158 ARTICLE III OFFICERS SECTION 1. Election; Number; Terms of Office (a) (1) The officers of the Corporation shall consist of a Chairman of the Board of Directors whose title may be designated as "Chairman," a Chief Executive officer, a President, a Chief Operating Officer, a Chief Financial Officer, one or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors at such time and in such manner as may be prescribed by these Bylaws. (2) Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors. (3) The officers of the Corporation shall be hereinafter collectively referred to as the "Officers." (b) All Officers and agents, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as are provided in these Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws. (c) Any two or more offices may be held by the same person, except for the offices of President and Secretary. (d) A failure to elect a Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, a Vice President, a Secretary or a Treasurer shall not affect the existence of the Corporation. SECTION 2. Removal (a) An Officer of the Corporation shall hold office until the election and qualification of his successor; however, any Officer of the Corporation may be removed from office by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, provided that, in the event that the Corporation is a party to an agreement that requires the affirmative vote of specified members, either generally or as to specific matters, then action by the Board of Directors will require the affirmative vote of such member or members, in the manner called for by such agreement. (b) Such removal shall be without prejudice to the contract rights, if any, of the person so removed. (c) Election or appointment of an officer shall not of itself create any contract right to employment or compensa tion or create an employer - employee relationship. SECTION 3. Vacancies Any vacancy in any office from any cause may be filled for the unexpired portion of the term of such office by the Board of Directors. 159 SECTION 4. Powers and duties (a) (1) The Chairman of the Board of Directors shall preside over meetings of the Board of Directors and the stockholders. (2) Unless a separate Chief Executive Officer is elected, the Chairman shall exercise the powers hereafter granted to that office. (3) Unless a Chairman of the Board is specifically elected, the President shall be deemed to be the Chairman of the Board. (b) (1) The Chief Executive Officer shall be the principal Officer of the Corporation to whom all other Officers shall be subordinate. (2) In the event no Chief Executive Officer is separately elected, such office shall be assumed by the Chairman of the Board, and if no such office has been filled, by the President. (3) Except where by law the signature of the President is required or unless the Board of Directors shall rule otherwise, the Chief Executive Officer shall possess the same power as the President to sign all certificates, contracts and other instruments of the Corporation which may be authorized by the Board of Directors. (c) (1) The Chief Operating Officer of the Corporation shall be responsible for management of the day to day affairs of the Corporation, subject to compliance with the directions of the Board of Directors and of the Chief Executive Officer. (2) He shall be responsible for the general day-to-day supervision of the business and affairs of the Corporation. (3) He shall sign or countersign all certificates, contracts or other instruments of the Corporation, as authorized by the Board of Directors or as assigned by the Chief Executive Officer. (4) He may, but need not, be a member of the Board of Directors. (5) Unless otherwise provided by specific resolution of the Board of Directors, the President shall be the Chief Operating Officer of the Corporation. (d) (1) In the absence of a separately elected or available Chief Executive Officer or Chairman of the Board, the President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the stockholders and the Board of Directors. (2) The Board of Directors will at all times retain the power to expressly delegate the duties of the President to any other Officer of the Corporation. (e) (1) The Chief Financial Officer shall be responsible for coordinating all financial aspects of the Corporation's operations, including strategic financial planning, supervision of the Corporation's Treasurer, Comptroller and outside auditors. 160 (2) In the event an Audit Committee of the Board of Directors is designated and serving, he shall be responsible for keeping such committee fully and timely informed of all matters under its jurisdiction. (3) The Chief Financial Officer shall, unless otherwise specifically provided by the Board of Directors, serve as the Corporation's principal compliance officer and shall be responsible for overseeing preparation and filing of all reports of the Corporation's activities required to be filed, either periodically or on a special basis with the United States Internal Revenue Service, the Securities and Exchange Commission and with other federal, state or local governmental agencies. (f) (1) The Vice President(s), if any, in the order designated by the Board of Directors, shall exercise the functions of the President in the event of the absence, disability, death, or refusal to act of the President. (2) During the time that any Vice President is properly exercising the functions of the President, such Vice President shall have all the powers of and be subject to all restrictions upon the President. (3) Each Vice President shall have such other duties as are assigned to him from time to time by the Board of Directors or by the President of the Corporation and shall be subject to such specializing designations (e.g., "senior," executive," etc.) as the Board of Directors may select. (g) (1) The Secretary of the Corporation shall keep the minutes of the meetings of the stockholders of the Corporation, and, unless provided otherwise by the Chairman at any meeting of the Board of Directors, the Secretary shall keep the minutes of the meetings of the Board of Directors of the Cor poration. (2) The Secretary shall be the custodian of the minute books of the Corporation and such other books and records of the Corporation as the Board of Directors of the Corporation may direct. (3) The Secretary of the Corporation shall have the general responsibility for maintaining the stock transfer books of the Corporation, or of supervising the maintenance of the stock transfer books of the Corporation by the transfer agent, if any, of the Corporation. (4) The Secretary shall be the custodian of the corporate seal of the Corporation and shall affix the corporate seal of the Corporation on contracts and other instruments as the Board of Directors may direct. (5) The Secretary shall perform such other duties as are assigned from time by the Board of Directors, the Chief Executive Officer, the Chairman, the Chief Operating Officer or the President of the Corporation. (h) (1) The Treasurer of the Corporation shall be directly subordinate to the Chief Financial Officer. (2) In the absence of a Chief Financial Officer, such office shall be filled by the Treasurer. (3) Unless otherwise specified by the Board of Directors, the Treasurer shall have custody of all funds and securities owned by the Corporation. 161 (4) The Treasurer shall cause to be entered regularly in the proper books of account of the Corporation full and accurate accounts of the receipts and disbursements of the Corporation. (5) The Treasurer of the Corporation shall render a statement of the cash, financial and other accounts of the Corporation whenever he is directed to render such a statement by the Board of Directors or by the President of the Corporation. (6) The Treasurer shall at all reasonable times make available the Corporation's books and financial ac counts to any Director of the Corporation during normal business hours. (7) The Treasurer shall perform all other acts incident to the Office of Treasurer of the Corporation, and he shall have such other duties as are assigned to him from time to time by the Board of Directors, the Chief Executive Officer, the Chairman, the Chief Operating Officer or the President of the Corporation. (i) (1) The Corporation's Board of Directors shall designate a person licensed to practice law in one of the states comprising the United States as the Corporation's General Counsel and Chief Legal Officer; (2) The Corporation's General Counsel and Chief Legal Officer shall coordinate the Corporation's legal affairs under the directions of the Board of Directors and in coordination with the Chief Executive Officer, to whom he or she shall report; (3) The Board of Directors may appoint such subordinate legal officers and assign them such functions as it may deem appropriate. (j) Other subordinate or assistant Officers appointed by the Board of Directors or by the Chief Executive Officer, the Chairman, the Chief Operating Officer or the President, if such authority is delegated to them by the Board of Directors, shall exercise such powers and perform such duties as may be delegated to them by the Board of Directors, the Chief Executive Officer, the Chief Operating Officer or by the President, as the case may be. (k) In case of the absence or disability of any Officer of the Corporation and of any person authorized to act in his place during such period of absence or disability, the Board of Directors may from time to time delegate the powers and duties of such Officer or any Director or any other person whom it may select. SECTION 5. Salaries (a) The salaries of all Officers of the Corporation shall, except as otherwise determined or required by an agreement entered into among all the stockholders of the Corporation, be fixed by the Board of Directors. (b) No Officer shall be ineligible to receive such salary by reason of the fact that he is also a Director of the Corporation and receiving compensation therefor. 162 ARTICLE IV LOANS TO EMPLOYEES AND OFFICERS; GUARANTEE OF OBLIGATIONS OF EMPLOYEES AND OFFICERS (a) This Corporation may not lend money to, guarantee any obligation of, or otherwise assist any Officer or other employee of the Corporation or of a subsidiary, including any Officer or employee who is a Director of the Corporation or of a subsidiary, unless, in the judgment of the Directors, such loan, guarantee or assistance may reasonably be expected to benefit the Corporation and such decision has been ratified by the Corporation's stockholders. (b) The loan, guarantee or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve and the Corporation's stockholders shall ratify, including, without limitation, a pledge of shares of stock of the Corporation. ARTICLE V STOCK CERTIFICATES; VOTING TRUSTS; TRANSFERS SECTION 1. Certificates Representing Shares No certificates representing shares of this Corporation need be issued if the Corporation elects to maintain stock ownership records on a book entry basis, if such method is permitted under applicable law; however, in the event that such method is not permitted under applicable law, then (a) (1) Every holder of shares of this Corporation shall be entitled to one or more certificates, representing all shares to which he is entitled and such certificates shall be signed by the Chairman, Chief Executive Officer, Chief Operating Officer, the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation and may be sealed with the seal of the Corporation or a facsimile thereof. (2) The signatures of the Chairman, the Chief Executive Officer, the Chief Operating Officer, the President or Vice President and the Secretary or Assistant Secretary may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Corporation itself or an employee of the Corporation. (3) In case any Officer who signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such Officer before such certificate is issued, it may be issued by the Corporation with the same effect as if it were executed by the appropriate Officer at the date of its issuance. (b) Every certificate representing shares issued by this Corporation shall, if shares are divided into one or more classes or series with differing rights, state that the Corporation will furnish to any stockholder upon request and without charge a full statement of: (i) the designations, preferences, limitations, and relative rights of the shares of each class or series authorized to be issued, and (ii) the variations in the relative rights and preferences between the shares of each such series, if the Corporation is authorized to issue any preferred or special class in series and so far as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine, the relative rights and preferences of subsequent series. 163 (c) Every certificate representing shares which are restricted as to sale, disposition or other transfer (including restrictions based on federal or state securities and other laws) shall state that such shares are restricted as to transfer and shall set forth or fairly summarize upon the certificate, or shall state that the Corporation will furnish to any stockholder upon request and without charge a full statement of, such restrictions. (d) Each certificate representing shares shall state upon the face thereof: (i) the name of the Corporation; (ii) that the Corporation is organized under the laws of the State of Florida; (iii) the name of the person or persons to whom issued; (iv) the number and class of shares, and the designation of the series, if any, which such certificate represents; and (v) the par value of each share represented by such certificate, or a statement that the shares are without par value. (e) No certificate shall be issued for any shares until they are fully paid for and in the event that a certificate is erroneously issued or compensation paid is subsequently discovered to be other than as represented (e.g., dishonored checks, securities of a corporation acquired in a reorganization where the representations and warranties provided prove to be materially false, etc.), then the Board of Directors shall promulgate a certified resolution detailing the nature of the misrepresented consideration, and shall submit such certified resolution to the person responsible for recording and effecting transactions in the Corporation's securities; whereupon such securities will be restricted from transfer and treated as no longer outstanding for all purposes unless the Corporation becomes subject to a judgment of a court of competent jurisdiction providing otherwise. SECTION 2. Transfer Books (a) The Corporation shall keep at its registered office or principal place of business or in the office of its transfer agent or registrar, a book (or books where more than one kind, class, or series of stock is outstanding) to be known as the Stock Book, containing the names, alphabetically arranged, addresses and Social Security numbers of every stockholder and the number of shares each kind, class or series of stock held of record. (b) Where the Stock Book is kept in the office of the transfer agent, the Corporation shall keep at its principal office copies of the stock lists prepared from said Stock Book and sent to it from time to time (but not less frequently than every month) by said transfer agent. (c) The Stock Book or stock lists shall show the current status of the ownership of shares of the Corporation provided that, if the transfer agent of the Corporation be located elsewhere, a reasonable time shall be allowed for transit or mail. SECTION 3. Transfer of Shares (a) The name(s) and address(es) of the person(s) to whom shares of stock of this Corporation are issued, shall be entered on the Stock Transfer Books of the Corporation, with the number of shares and date of issue. 164 (b) (1) Transfer of shares of the Corporation shall be made on the Stock Transfer Books of the Corporation by the Secretary or the transfer agent, subject to compliance with any restrictions specified on such certificate, only when the holder of record thereof or the legal representative of such holder of record or the attorney-in-fact of such holder of record, authorized by power of attorney duly ex ecuted and filed with the Secretary or transfer agent of the Corporation, shall surrender the Certificate representing such shares for cancellation. (2) Lost, destroyed or stolen Stock Certificates shall be replaced pursuant to Section 5 of this Article V. (c) The person or persons in whose names shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner of such shares for all purposes, except as otherwise provided pursuant to Sections 10 and 11 of Article I, or Section 4 of Article V. (d) Shares of the Corporation's capital stock shall be freely transferable without required Board of Directors' consent, unless such shares are subject to transfer restrictions under Securities and Exchange Commission Rule 144 or a consent requirement has been imposed pursuant to a binding written contract subscribed to by the holder or his or her predecessor in interest. (e) (1) All transactions in securities subject to any restrictions imposed under Securities and Exchange Commission Rule 144 ("restricted securities" and "Rule 144," respectively) shall, as a condition to transfer, require the following documentation, to be reviewed and approved by legal counsel to the Corporation: (A) An affidavit from the holder (the "Holder") providing details concerning acquisition of the subject shares; providing evidence of the date when consideration for the shares was paid in full; detailing all transactions in the Corporation's securities during the immediately preceding 90 days; affirming a present intent to dispose of the subject securities; affirming that a Form 144 has been filed with the Securities and Exchange Commission covering the proposed transaction (and providing a copy thereof); affirming compliance with any reporting obligations under Sections 13(d), 13(g) or 16(b) of the Exchange Act and providing such other facts or representations as legal counsel to the Corporation may reasonably require; (B) A written confirmation by the Corporation's transfer agent based on records available thereto of all transactions in the Corporation's securities by the Holder and anyone with whom the holder is required to aggregate sales or securities holdings for purposes of Rule 144, as well as confirmation of the percentage of outstanding securities of the Corporation held of record by the Holder and anyone with whom the holder is required to aggregate sales or securities holdings for purposes of Rule 144; (C) Except as provided below, a written confirmation from the broker through whom the Holder is effecting the proposed transaction verifying that the transaction will be effected in full compliance with Rule 144; and (D) A legal opinion from counsel to the Holder (who may not also be the counsel to the Corporation) specifically addressing all aspects of Rule 144 and detailing the manner in which they are being complied with or the reasons that they are not applicable. 165 (2) Transactions in restricted securities that are not being effected in reliance on Rule 144 shall require, as a condition to transfer, the following documentation, to be reviewed and approved by legal counsel to the Corporation: (A) An affidavit from the holder (the "Holder") providing details concerning acquisition of the subject shares; providing evidence of the date when consideration for the shares was paid in full; the identity and qualifications of the person to whom the securities are being transferred; the manner in which such person has been provided with required information concerning the Corporation; affirming compliance with any reporting obligations under Sections 13(d), 13(g) or 16(b) of the Exchange Act and providing such other facts or representations as legal counsel to the Corporation may reasonably require; (B) A legal opinion from counsel to the Holder (who may not also be the counsel to the Corporation) addressed to the Corporation in a manner creating enforceable privity between such legal counsel and the Corporation, specifically addressing all aspects of the exemptions relied on to effect the proposed transaction without registration under applicable federal and state securities laws and regulations, and detailing the manner in which they are being complied with or the reasons that they are not applicable. (3) No transactions in the Corporation's restricted securities failing to materially comply with the foregoing requirements will be honored, nor will any holding period required under Rule 144 be deemed to commence until all such requirements are materially complied with (material compliance to be determined in the sole discretion of the Corporation's Board of Directors). SECTION 4. Voting Trusts (a) (1) Any number of stockholders of the Corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares, for a period not to exceed ten years, by: (i) entering into a written voting trust agreement specifying the terms and conditions of the voting trust; (ii) depositing a counterpart of the agreement with the Corporation at its registered office; and (iii) transferring their shares to such trustee or trustees for the purposes of this Agreement. (2) Prior to the recording of the agreement, the stockholder concerned shall render the stock certificate(s) described therein to the Corporate Secretary who shall note on each certificate: "This Certificate is subject to the provisions of a voting trust agreement dated ..........., recorded in Minute Book ............, of the Corporation. (b) (1) Upon the transfer of such shares, voting trust certificates shall be issued by the trustee or trustees to the stockholders who transfer their shares in trust. (2) Such trustee or trustees shall keep a record of the holders of voting trust certificates evidencing a beneficial interest in the voting trust, giving the names and addresses of all such holders and the number and class or the shares in respect of which the voting trust certificates held by each are issued, and shall deposit a copy of such record with the Corporation at its registered office. 166 (c) The counterpart of the voting trust agreement and the copy of such record so deposited with the Corporation shall be subject to the same right of examination by a stockholder of the Corporation, in person or by agent or attorney, as are the books and records of the Corporation, and such counterpart and such copy of such record shall be subject to examination by any holder of record of voting trust certificates either in person or by agent or attorney, at any reasonable time for any proper purpose. (d) (1) At any time before the expiration of a voting trust agreement as originally fixed or as extended one or more times under this Section 4(d), one or more holders of voting trust certificates may, by agreement in writing, extend the duration of such voting trust agreement, nominating the same or substitute trustees, for an additional period not exceeding 10 years. (2) Such extension agreement shall not affect the rights or obligations or persons not parties to the agreement, and such persons shall be entitled to remove their shares from the trust and promptly to have their stock certificates reissued upon the expiration of the original term of the voting trust agreement. (3) The extension agreement shall in every respect comply with and be subject to all the provisions of this Section 4, applicable to the original voting trust agreement except that the 10 year maximum period of duration shall commence on the date of adoption of the extension agreement. (e) The trustees under the terms of the agreements entered into under the provisions of this Section 4, shall not acquire the legal title to the shares but shall be vested only with the legal right and title to the voting power which is incident to the ownership of the shares. (f) Notwithstanding generally applicable prohibitions against a corporation's voting of treasury stock, if the Corporation is the trustee under a voting trust, it shall have full authority to vote such shares in accordance with the terms of the voting trust agreement, even if such agreement vests absolute and unfettered voting discretion in the trustee and notwithstanding that the voting trust was created at the prompting or direction of the Corporation, its officers or Directors. SECTION 5. Lost, Destroyed, or Stolen Certificates No Certificate representing shares of stock in the Corporation shall be issued in place of any Certificate alleged to have been lost, destroyed, or stolen except on production of evidence, satisfactory to the Board of Directors, of such loss, destruction or theft, and, if the Board of Directors so requires, upon the furnishing of an indemnity bond in such amount (but not to exceed twice the fair market value of the shares represented by the Certificate) and with such terms and with such surety as the Board of Directors may, in its discretion, require. ARTICLE VI BOOKS AND RECORDS (a) The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders, Board of Directors and committees of the Board of Directors. (b) Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. 167 (c) Any person who shall have been a holder of record of shares, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of any class or series of the Corporation, upon written demand stating the purpose thereof, shall; subject to the qualifications contained in subsection (d) hereof, have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any purpose, its relevant books and records of account, minutes and records of stockholders and to make extracts therefrom. (d) (1) No stockholder who within two years has sold or offered for sale any list of stockholders or of holders of voting trust certificates for shares of this Corporation or any other corporation; has aided or abetted any person in procuring any list of stockholders or of holders of voting trust certificates for any such purpose; or has improperly used any information secured through any prior examination of the books and records of account, minutes, or record of stockholders or of holders of voting trust certificates for shares of the Corporation of any other corporation; shall be entitled to examine the documents and records of the Corporation as provided in Section (c) of this Article VI. (2) No stockholder who does not act in good faith or for a proper purpose in making his demand shall be entitled to examine the documents and records of the Corporation as provided in Section (c) of this Article VI. (e) Unless modified by resolution of the stockholders and not otherwise required by applicable laws, this Corporation shall prepare not later than 90 days after the close of each fiscal year, audited financial statements, including all required schedules, prepared in accordance with Generally Accepted Accounting Principals ("GAAP") consistently applied; and shall prepare not later than 45 days after the close of each fiscal quarter (other than the fourth quarter), quarterly unaudited financial statements, including all required schedules, prepared in accordance with Generally Accepted Accounting Principals ("GAAP"). (f) Upon the written request of any stockholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to such stockholder or holder of voting trust certificates a copy of its most recent balance sheet and profit and loss statement. (g) Such financial statements shall be filed and kept for at least five years in the registered office of the Corporation in the State of Florida and shall be subject to inspection during business hours by any stockholder or holder of voting trust certificates, in person or by agent. ARTICLE VII DIVIDENDS The stockholders of the Corporation may, from time to time, declare, and the Corporation may pay dividends on its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent, subject to the following provisions: (a) Dividends in cash or property may be declared and paid, except as otherwise provided in this Article VII, only out of the unreserved and unrestricted earned surplus of the Corporation or out of capital surplus, however arising, but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such capital surplus shall be disclosed to the stockholders receiving the same concurrently with the distribution. 168 (b) If the Corporation shall engage in the business of exploiting natural resources or other wasting assets and if the Certificate so provides, dividends may be declared and paid in cash out of depletion or similar reserves, but each such dividend shall be identified as distribution of such reserves and the amount per share paid from such reserves shall be disclosed to the stockholders receiving the same concurrently with the distribution thereof. (c) Dividends may be declared and paid in the Corporation's treasury shares (d) Dividends may be declared and paid in the Corporation's authorized but unissued shares, out of any unreserved and unrestricted surplus of the Corporation, upon the following conditions: (i) If a dividend is payable in the Corporations' own shares having a par value, such shares shall be issued at not less than the par value thereof and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate par value of the shares to be issued as a dividend. (ii) If a dividend is payable in the Corporations' own shares without par value, such shares shall be issued at a stated value fixed by resolution of the stockholders adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed and the amount per share so transferred to stated capital shall be disclosed to the stockholders receiving such dividend concurrently with the payment thereof. (e) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the Certificate of Incorporation so provides or such payment is authorized by the affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class to which the payment is to be made. (f) A split or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a stock dividend within the meaning of this Article VII. ARTICLE VIII SEAL The Board of Directors shall adopt a Corporate Seal which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation and the year of incorporation. ARTICLE IX AMENDMENT OF BYLAWS The stockholders shall have the exclusive power to amend, alter, or repeal these Bylaws, and to adopt new Bylaws. 169 ARTICLE X FISCAL YEAR The fiscal year of this Corporation shall be determined by the Board of Directors, unless this Corporation is a subsidiary of another Corporation which holds more that 50% of the Corporation's common stock, in which case the Corporation's fiscal year shall coincide with that of its Parent Corporation. ARTICLE XI MEDICAL REIMBURSEMENT SECTION 1. Benefits (a) The Corporation may, subject to approval of the Board of Directors and, if it is a subsidiary of another Corporation which holds more that 50% of the Corporation's common stock, subject to approval by its Parent Corporation, reimburse all employees for expenses incurred by themselves and their dependents, as defined in Section 152 of the Internal Revenue Code of 1986, as amended (the "IRC"), for medical care, as defined in IRC Section 213(e) or any successor section thereto, subject to the conditions and limitations hereinafter set forth. (b) It is the intention of the Corporation that the benefits payable to employees hereunder will be excluded from their gross income pursuant IRC Section 105 or any successor section thereto. (c) Notwithstanding anything in this Article to the contrary, if this Corporation is a subsidiary of another Corporation which holds more that 50% of the Corporation's common stock, then all actions called for hereby requiring determination or approval by this Corporation, its Board of Directors or officers shall be subject to such conditions or restrictions as may be imposed by its Parent Corporation. SECTION 2. Employees Defined The term "employees" as used in this medical expense plan is hereby defined to include all individuals employed by the corporation except the following: (a) Employees who have not completed three months of service as is provided in IRC Section 105(h)(3) (b)(i), or any successor section thereto; (b) Employees who have not attained the age of 25 years; (c) Employees who are part-time or seasonal as is defined in IRC Section 105(h)(3)(B)(iii) or any successor section thereto; (d) Employees who are included in a unit of employees covered by an agreement between employee representatives and one or more employers found to be a collective bargaining agreement; where accident and health benefits were the subject of good faith bargaining between such employee representatives and such employer(s) as is defined in IRC Section 105(h)(3)(B)(iv) or any successor section thereto; 170 (e) Employees who are nonresident aliens and who receive no earned income from the employer which constitutes income from sources within the United States as is further defined in IRC Section 105(h)(5)(B)(v) or any successor section thereto. SECTION 3. Limitations (a) The Corporation will reimburse any employee no more than $5,000.00 in any fiscal year for medical care expenses; (b) Reimbursement or payment provided under this plan will be made by the Corporation only in the event and to the extent that such reimbursement or payment is not provided under any insurance policy(ies), whether owned by the Corporation or the employee, or under any other health and accident or wage continuation plan; (c) In the event that there is such an insurance policy or plan in effect providing for reimbursement in whole or in part, then to the extent of the coverage under such policy or plan, the Corporation will be relieved of any and all liability hereunder. SECTION 4. Submission of Proof (a) Any employee applying for reimbursement under this plan will submit to the Corporation, at least quarterly, all bills for medical care, including premium notices for accident or health insurance, for verification by the Corporation prior to payment. (b) Failure to comply herewith, may at the discretion of the Board of Directors, terminate such employee's right to said reimbursement. SECTION 5. Discontinuation This plan will be subject to termination at any time by vote of the Board of Directors or at the direction of the Parent Corporation; provided, however, that medical care expenses incurred prior to such termination will be reimbursed or paid in accordance with the terms of this plan. SECTION 6. Determination (a) The Chief Executive Officer will determine all questions arising from the administration and interpretation of the Plan except where reimbursement is claimed by the Chief Executive Officer. (b) Where reimbursement is claimed by the Chief Executive Officer determination will be made by the Board of Directors. * * * The Undersigned, being the duly elected and acting Secretary of the Corporation, hereby certifies that the foregoing constitute the validly adopted and true Bylaws of the Corporation, as of the date set forth below. Dated: March 7, 2000 /s/ Alicia Torrealba ------------------------ Secretary (Corporate Seal) 171 EX-10.1.1 5 COMMERCIAL LEASE DATED DECEMBER 9, 1998 COMMERCIAL LEASE THIS LEASE made and entered into as of the 9th day of December , 1998, by and between John A. Roschrnan hereinafter referred to as Landlord and Vista Vacations International, Inc. Located at 6645 N. W. 48th Manor, Coral Springs, FL 33067 hereinafter referred to as "Tenant" : ARTICLE I. PREMISES: WITNESSETH: That Landlord, for and in consideration of the rents, covenants and conditions hereinafter contained to be performed and observed by Tenant, does hereby demise and lease to Tenant the premises described in Exhibit " A " attached hereto and made a part hereof, which premises are located at 5653 N. W. 29th Street, Margate , Broward County, Florida, . ARTICLE 2. TERM: The term of this Lease shall be for Two Years, commencing on January 1, 1999 and expiring on December 31. 2000. ARTICLE 3. RENT: A. Base Rental: Tenant shall pay to Landlord annual base rent for the demised premises as follows; For the first year rent shall be in the amount of: Fourteen Thousand Two Hundred Fifty Six Dollars ($14.256.00) to be paid in equal monthly installments of One Thousand One Hundred Eighty Eight Dollars ($1.188.00) due on the first day of each and every month Commencing January 1, 1999 and continuing thru December 31, 1999. For the second year rent shall be in the amount of: Fourteen Thousand Nine Hundred Sixty Four Dollars ($14.,964.00) to be paid in equal monthly installments of One Thousand Two Hundred Forty Seven Dollars ($1.247.00) due on the first day of each and every month Commencing January 1, 2000 and continuing thru December 31,.2000. For purposes of this Lease, Base Rent and all other additional rent and payments due Landlord are collectively referred to as "rent." Tenant shall pay to Landlord monthly all sales taxes from time to time imposed by any governmental authority in connection with rent paid by Tenant under this Lease. If any installment of rent or any other sum payable to Landlord under the terms of this Lease is not paid within ten days of due date, then Tenant shall pay to Landlord a late payment and service charge covering administrative and overhead expenses of One Hundred Dollars ($100.00). In addition, Tenant shall also pay to Landlord an amount equal to eighteen percent ( 18% ) per annum until all required payments are made, from the date on which any sum shall be due and payable. Rental shall be payable on the first day of each and every month without demand at the address of Landlord as set forth in Article 29 or at such other place and to such other person or entity as the Landlord may from time to time designate in writing.. The accrual of rent hereunder shall begin with the commencement of the term of this lease and the first rental payment shall be adjusted for the proportionate fraction of the whole month. B. RECEIPT OF LATE PAYMENTS: Date of receipt of payment by Landlord will be considered to be one day after the United States Postal Service post mark, the date payment was sent by way of overnight carrier such as Federal Express or U. P. S., or the actual date of delivery if Hand Delivered. Landlord's acceptance of any partial rent payment will be treated as partial payment on account Landlord's acceptance of any partial payment shall not be considered an accord and satisfaction. Furthermore , Landlord shall have the right to collect the balance due in accordance with this lease. 172 ARTICLE 4. RIGHT TO RELOCATE Provided that Tenant is not in default in any way or manner Tenant shall have the option to relocate ( at Tenants expense) to any available suite in Coral Gate Professional Plaza which is available for rent and remains under the ownership of John A. Roschrnan, In such event Tenant shall not suffer any fee or penalty under this Lease Moreover, Tenant shall receive a new lease for a minimum of three years; under which the rental price per square foot shall be the same as was being paid under this lease at the time o f relocation and base rent shall be increased by five percent at the beginning of the second year and at the beginning of the third year of the new lease agreement. ARTICLE 5. USE OF PREMISES: It is contemplated by Tenant hereunder that the demised premises will be for the operation of a Travel Agency Office and Professional office use. Premises may also be used for Travel Agency's sales, marketing and training of its employees and members. Tenant shall be open for business during the term of this lease, during regular, reasonable and customary hours for the aforesaid type of business and/or all business days, unless prevented from doing so by causes beyond Tenant's control, such as strikes, fires or acts of God, and shall continuously conduct its business aforesaid on the Demised Premises during the term of this lease and at all times actively, diligently and in a first class and reputable manner and maintain a full staff of employees, as is customary to effectively service Tenant's customers. Any change in use must be requested by Tenant to Landlord in writing and shall not be unreasonable withheld. ARTICLE 6. RULES AND REGULATIONS: Tenant covenants that Tenant, its agents, employees, and invitees will at all times observe, perform and abide by all the rules and regulations as promulgated by Landlord from time to time. ARTICLE 7. COVENANT OF TITLE AND OUIET ENJOYMENT: Landlord covenants that Landlord is well seized of and has good title to lease the premises and does warrant and will defend the title thereto and will indemnify the Tenant for any damage and expense which Tenant may suffer by reason of any lien, encumbrance, restriction of defect in the title or description herein of the premises. If at any time, Landlord's title or right to receive rent hereunder is disputed, or there is a change of ownership of Landlord's estate by act of the parties or operation of law, Tenant may withhold rent thereafter accruing until Tenant has been furnished proof satisfactory to it as to the party entitled thereto. ARTICLE 8. SUBORDINATON AND NON-DISTURBANCE: Subject to the provisions of this Article, this Lease shall be subject and subordinate to the lien of any mortgage which Landlord may place upon the premises for any reason, including to finance the cost of the improvements, and to all terms, conditions and provisions thereof, to all advances made and to any renewals, extensions, modifications or replacements thereof provided, however that if this Lease is in full force and effect and there are no defaults thereunder on the part of Tenant, Tenant's right of possession to the leased premises and Tenant's rights arising out of this Lease shall not be affected or disturbed by the mortgage in the exercise of any of its rights under the mortgage or the note secured thereby, nor shall Tenant be named as a party defendant to any foreclosure of the lien of any such mortgage, nor in any other way be deprived of its rights under this lease. In the event the mortgagee, or any other person, acquire title to the premises, pursuant to the exercise of any rights or remedies under the mortgage, this lease shall not be terminated or affected by said foreclosure or sale of any such proceedings, and the mortgagee shall agree that any sale of the premises pursuant to the exercise of any rights or remedies under the mortgage or otherwise shall be made subject to this Lease and the rights of the Tenant hereunder. Tenant agrees to attorn to the mortgagee or such other person as its new Landlord and this Lease shall continue in full force and effect as a direct lease between Tenant and such mortgagee or such other person, upon all terms, covenants and agreements set forth in this lease. The parties hereto agree to execute or obtain execution of such reasonable documents as may be necessary to insure compliance with the subordination and non-disturbance provisions of this Article, including, but not limited to a non-disturbance agreement executed by any such mortgagee setting forth the provisions of this Article 8. ARTICLE 9. COMPLIANCE WITH LAWS AND ORDINANCES: Tenant shall comply with all Federal, State, County and City laws and ordinances and all rules and regulations of any duly constituted authority present or future affecting or respecting the use or occupancy of the demised premises by Tenant, or the business at any time thereon transacted by Tenant or any assignee or sub-Tenant of Tenant, after the commencement of the term of this Lease. Tenant shall, at all times, keep the demised premises, the building thereon and all appurtenances, in a clean and sanitary condition, according to the applicable statutes, city ordinances and the directions and regulations of the proper authorities. 173 ARTICLE 10. CONDITION OF PREMISES Tenant hereby accepts the premises in the condition they are in at the beginning of this lease. Except for Landlords Improvements described in Article 13(a) Tenant accepts the premises in its "AS I" condition. ARTICLE 11: SECURITY DEPOSIT: Concurrently with Tenant's execution of this lease, Tenant security in the amount of $ 1,188.00 shall be held by Landlord as security for the faithful performance by Tenant hereof. If Tenant defaults with respect to any provisions of this lease, including but not limited to the provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of the security deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied Tenant shall, within five (5) days after written demand thereof, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a default under the Lease. Landlord shall not be required to keep this security deposit separate from its general funds, and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this lease to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Tenant's interest hereunder) within ten (10) days following expiration of the Lease Term. In the event of termination of Landlord's interest in this Lease, Landlord shall transfer and deposit to Landlord's successor in interest. ARTICLE 12: TRADE FIXTURES. MACHINERY AND EOUIPMENT: Tenant agrees that all fixtures and furniture provided by Landlord shall remain on the premises and the property of Landlord. Other personal property kept or installed on the demised premises by Tenant shall not become the property of the Landlord or a part of the realty, no matter how affixed to the leased premises, and may be removed by Tenant in Tenant's discretion, at any time, and from time to time, during the entire term of this Lease and any renewals of said Lease, provided that Tenant is not in default under this Lease and provided said removal of equipment does not damage the premises. Any Furniture, fixtures, machinery , or equipment remaining in the building or on the premises beyond the thirty days of the termination of the Lease shall become property of the Landlord. ARTICLE 13. ALTERATIONS AND IMPROVEMENTS: Tenant may not make alterations, additions and improvements to the demised premises without the written consent of Landlord, said consent shall not be unreasonable withheld. 13(a) Landlord Improvements : Landlord shall provide the premises with building standard commercial grade carpet comparable to 26 ounce level loop . Landlord's cost for carpet under no circumstance shall exceed $2,250.00. Should Tenant require a higher grade carpet, Tenant shall pay for any cost exceeding Landlord's budget of$2,250.00. Landlord shall replace one office window leading to the garden area with one glass door. Landlord shall remove Landlord's items being stored in the premises within 15 days of execution of this lease by both Landlord and Tenant. Landlord shall install one half swing doors, outside the reception area in front of the sink area, and one full swing door going into storage area. Landlord shall complete all other work within 30 days of the execution of this lease. Should Landlord require additional days to complete Landlord's Improvements then Tenant's rent shall be abated on a daily basis until Landlord's work is substantially complete to allow tenant to occupy premises. 13(b) Tenant's Improvernents: Except for Landlord's improvements described in 13(a) Tenant shall accept the premises "AS IS". Tenant shall be responsible for all other improvements necessary to make the premises suitable for Tenant's business. ARTICLE 14. REPAIRS. MAINTENANCE. REPLACEMENT: Tenant shall be solely responsible for maintaining the Leased Premises in good, clean, safe, and attractive condition, for keeping the same clean and free of trash and debris. Landlord shall be responsible for the repair and maintenance of the heating, ventilation, air conditioning, plumbing and electrical systems. In the event Landlord chooses to purchase a maintenance contract to provide for said HV AC systems, Tenant shall share the expense of said maintenance contracts not to exceed $500 per year . Landlord shall be responsible for structural and roof repairs provided that repairs are not necessary due to the negligence of Tenant. Tenant shall have the right to replace any structures, fixtures and equipment provided by Landlord under this Lease at such time as the same are in need of replacement (subject to Article 13 above ), and possession of all such replacement structures, fixtures and equipment shall be surrendered up to Landlord along with delivery of the Leased Premises and the facility at the end of the Term and/or Extended Term. Should Landlord fail to repair any roof leak or structural defects which were not caused by negligence of the Tenant and or it's invites then Tenant shall have the option to make necessary repairs at Tenant's sole cost and expense or terminate the lease by giving Landlord written notice. Tenant shall not commence 174 or permit the commencement of any leasehold improvements of the Leased Premises or the renovation, enlargement, demolition or material modification of any part of the Facility except with the prior written approval of Landlord in each instance; following each instance in which such approval has been granted, Tenant shall provide copies of as-built drawings of same promptly upon completion. Tenant shall keep premises free and clear of any and all mechanics liens for the duration of this lease. This Article shall survive Termination or expiration of this Lease. Tenant shall, for the duration of the Lease term and any extensions thereof, at its own cost and expense, keep and maintain or cause to be kept and maintained in good condition and repair, ordinary wear and tear and the provisions of Article 19 hereof excepted, all buildings and improvements at any time erected on the demised premises and shall use all reasonable precaution to prevent waste, damage or injury to said buildings and improvements. Tenant (if third persons are not obligated with respect thereto) shall also at its own expense maintain, keep open, free from obstruction and in good repair, all electric, water, sewer and other utility lines and connections, conduits, pipes, catch basins, manholes, poles, lighting fixtures and other related facilities situated in, under or on the premises. Tenant shall also at Tenant's expense maintain in good condition the landscaping and provide for trash removal. ARTICLE 15. CONSTRUCTION LIENS: A. Tenant shall not suffer or permit the interest of Landlord in the Premises to be subject to any construction, mechanics' or materialmen's liens or other liens of any kind. B. In order to comply with the provisions of Section 713.10 Florida Statutes, it is specifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including but not limited to contractors, subcontractors, materialmen, mechanics and laborers, shall have any right to file or place any kind of lien whatsoever upon the Premises or any improvement thereon, and any such liens are specifically prohibited. Tenant shall put all parties with whom Tenant may deal on notice that Tenant has no power to subject Landlord's interest to any claim or lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord's interest or assets. C. If at any time a lien or encumbrance is filed against the Premises as a result of Tenant's work, materials or obligations, Tenant shall cause same to be removed within ten ( 10) days from the date it is filed. I f said lien or encumbrance has not been removed within ten (10) days from the date it is filed, Tenant agrees to deposit with Landlord cash in an amount equal to one hundred fifty percent (150%) of the amount of the lien, to be held by Landlord (without interest to Tenant, except as may be required by law) until the lien is discharged. ARTICLE 16. TAXES: Landlord shall be responsible for real estate/property taxes assessed against the Premises. ARTICLE 17. UTILITIES: Tenant agrees that it will pay all costs for water, sewer, gas and electric current and other utilities used, consumed or wasted upon or in connection with the demised premises during the term hereof and of any renewals thereof, as and when the charges for the same shall become due and payable. Landlord shall not be held liable for any failure or interruption of utilities provided to Tenant. ARTICLE 18. INSURANCE REOUIREMENTS: Tenant shall maintain, at its sole cost, the insurance coverages set forth below with companies satisfactory to Landlord with full policy limits applying, but not less than as stated. With the exception of Workers Compensation insurance policies, all such policies shall be endorsed to show Landlords additionally insured and additional loss-payee. Certificates evidencing the required insurance coverages shall be delivered to Landlord prior to the Effective Date of this Agreement. Such certificates shall provide that any change restricting or reducing coverage or the cancellation of any policies under which certificates are issued shall not be valid a..' respects Landlord's interest until Landlord has received thirty (30) days notice in writing of such change or cancellation. Further, it shall State that it is primary coverage and not concurrent or excess over other valid insurance which may be available to Landlord. Workers Compensation Insurance as required by laws and regulations applicable to and covering employees of Tenant engaged performance of the work under this Agreement. 175 Employer's Liability Insurance protecting Tenant against common law liability, in the absence of statutory liability, for employee bodily injury arising out of the master-servant relationship with a limit of not less than $1,000,000.00. Commercial General Liability Insurance including products/completed operations with limits of liability of not less than $500,000 per occurrence. This policy shall cover, among other risks, the contractual liability assumed under the indemnification provision set forth in this Agreement. Nothing contained in these provisions relating to coverage and amounts shall operate as a limitation of Tenant's liability in tort or contract under the terms of this Agreement, and shall survive termination or expiration of this Lease. ARTICLE 19. CASUALTY INSURANCE/TENANT'S OBLIGATION TO REBUILD: Tenant, at its own cost and expense, shall obtain and maintain throughout the Term and any Extended Term, as the same may from time to time be extended, for the benefit of Tenant and Landlord as their interest may appear, In a Commercial General Liability Policy as Landlord shall reasonably approve, with a deductible which does not exceed an amount approved in writing by Landlord and with standard coverage endorsement for the benefit of Landlord. Prior to Commencement of the Term and at least thirty (30) days prior to the expiration of any policy or policies previously provided by Tenant hereunder, Tenant shall cause a certificate of insurance to be furnished to Landlord evidencing such coverage, and providing that the policy or policies will not be canceled nor the limits thereunder materially changed without first providing Landlord with at least thirty (30) days prior written notice thereof. 1fTenant shall not comply with its covenants made in this Section, Landlord shall have the right, but not the obligation, to cause insurance as aforesaid to be issued, and in such event Tenant agrees to pay the premium for such insurance as additional rent upon the demand of Landlord. Tenant shall promptly rebuild, repair and restore the same to the condition they were in prior to any occurrence caused by Tenant. Damage to the Facility shall not cause an abatement of Tenant's obligation to pay rent to Landlord or to make any other payments required to be made by Tenant under this Lease. ARTICLE 20. MUTUAL WAlVER OF SUBROGATION: Notwithstanding anything else contained and to the extent that the same can be done without invalidating either party's insurance coverage, Landlord and Tenant hereby waive any and all rights of subrogation as between them with respect to any and all insurance carried by either party on or relating to the Properties, and each party agrees to provide the other with written evidence that all such policies have been so endorsed if the same is required under the policies. If Landlord is required by a mortgagee, which shall be a holder of record of any mortgage covering the premises, to carry and maintain a policy of insurance for such coverage, such policy shall be furnished by Tenant and name the mortgagee as an additional named insured; such insurance may be carried under so called blanket policy or policies. Tenant shall indemnify and save Landlord harmless against and from any and all liabilities, losses, damages, injuries, costs and expenses as hereafter may occur, arise, or be claimed to occur or arise directly or indirectly from or out of: (a) any failure by Tenant to make any payment to be made by it hereunder or fully to perform and observe any obligation or condition to be performed and observed by Tenant hereunder, or (b) any cause whatsoever on, about or relating to the premises during the term of this Lease, however, or by whomever caused, whether due in whole or in part to the negligent acts or omissions on the part of Tenant, or anyone else not party to this Lease and any negligent acts caused by negligence on the part of Landlord and Tenant, and whether such acts or omissions are active or passive in character, including, without limitation, any use, misuse, possession, occupancy or un-occupancy of the premises by anyone during the term of this Lease, or any failure by Tenant to perform and observe all obligations and conditions to be performed and observed by it under this Lease, or (c) any cost or expenses incurred or paid by Landlord in connection with the foregoing, including reasonable attorney fees or other costs or expenses in prosecuting or defending any of the foregoing, whether litigated or un-litigated. Tenant shall maintain at its cost comprehensive general liability insurance in the amount of One Million Dollars ($1,000,000.00) insuring against any liability, loss, damage, injury cost or expense against which Tenant has agreed hereunder to indemnify and hold Landlord harmless. Such insurance may be maintained under a so called blanket policy or policies. ARTICLE 21. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS: If Landlord's improvements on the demised premises shall be damaged or rendered untenantable by fire or other casualty, the Landlord shall within thirty (30) days from the date of said damage or destruction commence to repair or replace said improvements according to Tenant's the current plans and specifications so that the Tenant may continue with occupancy and the same shall be completed within sixty (60) days thereafter. However Landlord's obligation to 176 pay for the cost of rebuilding or repairing any such damage or destruction to the improvements located on the demised premises shall be limited to the insurance monies payable by reason of such damage or destruction and if the cost of repairing or replacing said improvements according to Tenant's then current plans and specifications shall exceed this amount it shall be Tenant's responsibility to either (a) pay to Landlord all additional monies required to pay for such repair or replacement (b) require Landlord to pay such excess and increase the base rental payable hereunder by thirteen (13%) percent of the costs incurred by Landlord which shall be in excess of the insurance monies payable. However, it is further agreed that the rent herein required to be paid shall abate during said period of untenantability or if the improvements shall be damaged but not rendered untenantable thereby, the rental shall abate in an amount proportionate to the decrease in the utility of the premises. In the event Landlord has not commenced construction, or has not notified Tenant that he intends to commence construction within fifteen ( 15) days from the date of such damage, then, and in that event, Tenant may either (a) terminate this Lease Agreement by giving written notice of such tenmination in accordance with Article 29 hereof, or (b) Tenant may thereupon and without further notice to Landlord commence to repair or replace said building with Tenant having access to the insurance proceeds, if any, available by reason of such damage or destruction. In the event Tenant makes such repairs or replacements, Landlord shall be Liable to the Tenant for any and all costs and expenses of Tenant in making the same and Landlord shall be required to reimburse Tenant for any such costs and expenses of Tenant for any costs which Tenant expends for replacement or repair of the improvements which shall be in excess of the insurance proceeds payable by reason of such damage or destruction. If Landlord fails to reimburse Tenant within thirty (30) days after receiving Tenant's invoice, Tenant shall have the right to deduct the amount of the invoice from rental payments due to Landlord and or institute legal action in Law or equity to recover its expenses. It is agreed by the parties that if the building cannot be replaced or repaired within ninety (90) days after such damage to the building, due to the inability of either party to obtain materials or labor needed, strikes or acts of God or governmental restrictions that would prohibit, limit, or delay said construction, then the time for completion of said repairs and replacements shall be extended accordingly, provided, that in any event, if the repair or replacement of the building has not been complete within a period of One Hundred Twenty (120) days from the date of such damage or destruction, Tenant and/or Landlord may, and in addition to other remedies available hereunder, elect to terminate this Lease. In the event of any damage or destruction occurring in the last twelve (12) months of the original term of this Lease or during any extension of the term, to the extent of fifty percent (50%) or more of the insurable value of the building, Tenant may, at its option, to be evidenced by notice in writing giving to the Landlord within thirty (30) days after the occurrence of such damage or destruction, in lieu of repairing or replacing such building elect to terminate this lease as of the date of said damage or destruction. All insurance proceeds payable on account of such damage or destruction shall be paid to Landlord. ARTICLE 22. EMINENT DOMAIN: If the whole or any part of the demises premises shall be taken for any public or quasi public use under any statute or by right of eminent domain or by private purchase in lieu thereof; Tenant reserves unto itself the right to prosecute its claim for an award bases upon injury caused to its leasehold interest by such taking, without impairing any rights of Landlord for the taking of or injury to the reversion. 1n the event a part of the demised premises shall be taken and that (a) the part so includes the building on the demised premises or any part thereof or (b) the part so taken shall remove from the premises twenty percent (20%) or more of the front depth of the parking area thereof or (c) the part so taken shall consist of twenty-five percent (25% ) or more of the total parking area or ( d) such part so taken shall result in cutting off direct access from the demised premises to any adjacent public street or highway, then, and in any such event, the Tenant may at any time either prior to or within a period of sixty (60) days after the date when possession of the premises shall be required by the taking authority elect to terminate this Lease. In the event that Tenant shall fail to exercise any such option to terminate this Lease or in the event that a part of the demises premises shall be taken by circumstances under which the Tenant will have no such option, then the Landlord shall, at its own cost and expense and with reasonable promptness, restore the remaining portion of the demised premises to the extent necessary to reconstitute the improvements thereon as a complete architectural unit, susceptible to the same use as that which was in effect immediately prior to such taking and the base rental payable under the provisions of this Lease shall be equitably reduced according to the decrease in the utility of the premises for the Tenant's intended use and the effect thereof upon the business of Tenant. ARTICLE 23. ASSIGNMENT AND SUBLETTING: Tenant may not, without the prior written consent of Landlord, assign, sublet or encumber this Lease or its rights hereunder. In the event of any assignment or subletting, Tenant shall remain liable for the payment of all rents required to be paid hereunder and for the performance of all terms, covenants and conditions herein undertaken by Tenant and Landlord may exercise other rights afforded it hereunder. 177 ARTICLE 24. SIGNS: Tenant shall not paint or install any signs on the Premises without the written consent of Landlord which consent shall be in the sole discretion of Landlord. All signs shall be removed by Tenant upon the termination or expiration of the Lease at Tenant's expense and the Premises shall be restored to their original position. ARTICLE 25. REMEDIES OF Landlord: If Tenant shall fail to pay any installment of rent promptly on the day when the same shall become due and payable hereunder, and shall continue in such default for a period often (10) days, or if Tenant shall fail to promptly keep and perform any other affirmative covenants of this lease, strictly in accordance with the terms of this Lease and shall continue in default for a period of fifteen ( 15) days after written notice thereof by Landlord of default and demand of performance, then and in any such event and as often as any such event shall occur , Landlord may (a) declare the said term ended, and enter into said premises, or any part thereof, either with or without process of law and expel Tenant or any person occupying the same in or upon said premises, using such force as may be necessary, and to repossess and enjoy said premises as in the Landlord's former estate; or (b) relet the premises applying said rent from the new tenant of the demised premises against the rent payable by Tenant hereunder and Tenant shall be responsible for no more than the balance that may be due, should a balance exist. However if any default shall occur, other than the payment of money, which cannot with due diligence be cured within a period of thirty (30) days, and if Tenant prior to the expiration of(30) thirty days from and after the giving of the notice as aforesaid, eliminates the cause of such default, then Landlord shall not have the right to declare the term ended by reason of such default. ARTICLE 26. LANDLORD'S ACCESS TO PREMISES: Landlord shall have reasonable rights of access to the demised premises for the purpose of inspecting the condition thereof from time to time throughout the term of this Lease and any renewals thereof. Landlord shall also have the right during the last two (2) months of the Lease term or any renewal thereof to show the demised premises to any prospective tenant at reasonable times during business hours and place any rental or "For Rent" signs on or about the Premises. ARTICLE 27. SURRENDER OF PREMISES: Tenant shall, after the last day of the term or any extension thereof, or upon any earlier termination of such term, surrender and yield up to Landlord all of Landlord's Improvements on such premises in good order, condition, and state of repair, reasonable wear and tear and the provisions of article 19 hereof excepted. AR\TICLE 28. HOLDING OVER: In the event Tenant continues to 0ccupy the premises after the first day of the term hereby created, or after the last day of any extension of said term, and the Landlord elects to accept rent thereafter, a tenancy from month to month only shall be created under and subject to all other provisions contained herein and Landlord shall be entitled to collect any additional rental amounts to the maximum amount permitted under Florida law. ARTICLE 29. SERVICE OF NOTICE: Every notice, approval, consent or other communication authorized or required by this Lease shall not be effective unless the same shall be in writing and sent postage prepaid by United States registered or certified mail, return receipt requested. and if for Landlord shall be addressed to: Mr. John A. Roschrnan 5651 N. W. 29th Street, Margate, FI, 33063, and if for Tenant shall be addressed to :5653 N. W.29th Street. Margate. FI. , or such other address as either party may designate, by notice given from time to time in accordance with this Article. Any notice given in accordance with the provisions of this Article shall be deemed to have been given as of the date such notice shall have been placed in the United States Postal Service. The rent payable by Tenant hereunder shall be paid to Landlord at the same place where a notice to Landlord is herein required to be directed. ARTICLE 30. SUCCESSORS AND ASSIGNS: The terms, conditions, and covenants of this lease shall be binding upon and shall inure to the benefit of each of the parties hereto, their heirs, personal representatives, successors or assigns, and shall run with the land, and where more than one party shall be Landlord under this Lease, the word Landlord whenever used in this Lease shall be deemed to include all Landlords jointly and severally. 178 ARTICLE 31. LIMITATION OF LANDLORD'S LIABILITY: The obligations of Landlord under this Lease do not constitute personal obligations of l,andlord or the individual partners, shareholders, directors, officers, employees or agents of Landlord, and Tenant shall look solely to Landlord's interest in the Premises and Center, and to no other assets of Landlord, for satisfaction of any liability in respect of this Lease, and will not seek recourse against the individual partners, shareholders, directors, officers, employees or agents of Landlord or any of their personal assets for such satisfaction. No other properties or assets of Landlord shall be subject to levy, execution. or other enforcement procedures for the satisfaction of any judgment ( or other judicial process) or for the satisfaction of any other remedy of Tenant arising out of or in connection with this Lease, the relationship of landlord and Tenant, or Tenant's use of the premises. ARTICLE 31.(b) PERSONAL PROPERTY LIABILITY All personal property placed or moved in the premises above described shall be at the risk of the Tenant or Owner thereof, and Landlord shall not be liable for any damage to said personal property, or to the Tenant arising from bursting or leaking water pipes, or from any act of negligence of any co- tenant of occupants of the building or of any other person whomsoever . ARTICLE 32. SALE: In the event the original Landlord hereunder, or any successor owner of the Center, shall sell or convey, or otherwise transfer the Center, aI1liabilities and obligations under this Lease on the part of the original Landlord, or a successor owner, accruing thereafter shall terminate and thereupon all such liabilities and obligations shall be binding upon the new owner. Tenant and any assignee or subTenant of Tenant hereby agrees to attorn to any such new owner . ARTICLE 33. Landlord'S RESERVED RIGHTS: Without notice and without liability to Tenant, Landlord shall have the right to grant utility easements or other easements in, or re-plat, subdivide or make other changes in the legal status of the land underlying the Premises as Landlord shall deem appropriate in its sole discretion, provided such grant or changes do not substantially interfere with Tenant's use of the Premises for the use as set forth in Article 5; (ii) sell the Premises (or any portion(s) thereof) and assign this Lease, to the purchaser, and upon such assignment Landlord shall be released from all of its obligations under this Lease and Tenant agrees to attorn to such purchaser, or any other successor or assign of Landlord through foreclosure or deed in lieu of foreclosure or otherwise, and to recognize such person as successor Landlord under this Lease; (iii) change the name or street address of the Premises; (iv) install and maintain signs on the Premises; and (v) make such Rules and Regulations as, in the sole discretion of Landlord, may be needed from time to time for the safety of the Premises, the care and cleanliness of the Premises, and the preservation of good order therein. ARTICLE 34. LANDLORD'S LIEN: To secure the payment of all Rents due and to become due hereunder, and the faithful performance of all other terms, covenants, agreements and conditions of Tenant under this Lease, Tenant hereby grants to Landlord an express contract lien on and security interest in all personal property, fixtures, furnishings or merchandise which may be placed in or on the Premises, together with any insurance or other proceeds thereof. All exemption laws are hereby waived by Tenant. This lien and security interest are given in addition to, and shall be cumulative to, Landlord's statutory lien(s).. In an Event of Default, Landlord shall have the right, but not the obligation, to remove such property from the Premises and to store such property in any place selected by Landlord (including, without limitation, a public warehouse), at the expense and risk of the owner(s) thereof, and to sell or otherwise dispose of such property, with or without notice, in such manner as Landlord shall determine in its sole discretion, and Landlord further shall be entitled to become the purchaser of any such property upon offering the highest price at any sale thereof. The proceeds of any such sale shall be applied, first to the costs of such sale, second to any costs of storage and removal, third to the payment of any damages or-other sums of money which may be due from Tenant to Landlord under any of the terms hereof or otherwise, and the balance, if any, to be paid to Tenant or whosoever shall be entitled to the same. ARTICLE 35. RECORDING: This Lease shall not be recorded. However if either of the parties hereto desire to record a statutory memorandum of this Lease, Landlord and Tenant agree to execute and deliver to the other a memorandum of this Lease containing only minimum statutory requirements, which memorandum of Lease may then be recorded in the appropriate office of the County within which the demised premises is located. 179 ARTICLE 36. COMMISSIONS: Landlord and Tenant hereby warrant and represent to the other that it has had no dealing with any Real Estate broker or agent {other than Landlord's agent Steven Gee} ,in connection with Lease, and Landlord and Tenant further hereby warrant to the other that it shall indemnify the other party as to any liability for the payment of any real estate broker's commission claimed to be payable by reason of services performed by said broker pursuant to the request or either Landlord or Tenant. Landlord acknowledges that Landlord shall be responsible for payment or broker's commission to Steven Gee in connection with this Lease. ARTICLE 37. AMENDMENTS: No waivers, alterations, or modifications of this Lease or other agreements in connection therewith shall be valid unless in writing duly executed by both Landlord and Tenant herein. ARTICLE 38. ESTOPPEL CERTIFICATE: Tenant agrees to provide at any time, within five (5) days of Landlord's written request, a statement certifying that this Lease is unmodified and in full force and effect or, if there have been modifications, that same is in full force and effect as modified and stating the modifications, and the dates to which the rent or other charges have been paid in advance, if any. It is intended that any such statement delivered pursuant to this Section may be relied upon by any prospective purchaser or mortgagee of the Premises. If Tenant fails to execute such statements within ten (10) days after written request by Landlord therefor, Tenant shall be deemed to have approved the contents of any such statements submitted to Tenant by Landlord and Landlord is authorized to so certify . ARTICLE 39. INV ALIDITY OF PROVISIONS: If any term, coyenant, condition or provision of this lease or the application thereof to any person or circumstance shall, at any time, or to any extent, be inyalid or unenforceable, the remainder of this Lease or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and each term, covenant, condition and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. ARTICLE 40. RADON GAS: Radon is a naturally occurring radioactive gas that when it has accumulated in a building in sufficient quantities, may represent health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding Radon and Radon testing may be obtained from your county public health unit. ARTICLE 41. BANKRUPTCY, INSOLVENCY If the Tenant shall become insolvent or if bankruptcy proceedings shall be begun by or against the Tenant, before the end of this lease term the Landlord is hereby irrevocably authorized at its option, to forthwith cancel this lease, as for default. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the term of their occupancy in their fiduciary capacity without effecting Landlord's rights as contained in this contract. No receiver, trustee, or other judicial officer shall ever have any right, title or interest in or to the above described premises by virtue of this contract. ARTICE 42. CAPTIONS: The captions appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope of intent of such articles of this Lease. ARTICLE 43. OPTION TO RENEW: Landlord grants tenant One (1) Two (2) year Option to renew this lease with 3 months prior written notice. Rent for Renewal term shall be the previous years rent increased by Five Percent (5%). The second year of the option period shall also have a Five Percent (5%) escalation over prior years rent. ARTICLE 44. ENTIRE AGREEMENT: This Lease supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the demised premises and contains all of the covenants, agreements, and other obligations between the 180 ARTICLE 45: CITY OF MARGATE APPROVAL Subject to approval for occupational license, including police and fire. IN WITNESS WHEREOF, the parties hereto have set their hands to duplicates hereof, this 10TH day of December, 1998. Signed and acknowledged in the presence of: Landlord: John A Roschrnan By:: /s/ John n A Roschman Tenant: VISTA VACATIONS INTERNATIONA, INC. By: /s/ Teri Nadler State of FLORIDA County of BROWARD Before me personally appeared John A. Roschman to me well known and known to me to be the Landlord in the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this 10TH day of December, A.D.., 1998. /s/ MARY PAT HEVENER Notary Public State of FLORIDA County of Before me personally appeared Teri Nadler to me well known and known to me to be the President of Visa Vacations International, Inc. in the foregoing instrument, and acknowledged to and before me that - executed said instrument for the purposes therein expressed. WITNESS my hand and official seal, this 10th day of December A.D., 1998. /s/ MARY PAT HEVENER Notary Public 181 EX-10.2.VV 6 BSFS EQUIPMENT LEASE BSFS Equipment Leasing Lease Agreement #6790397-001 Lease Agreement Leesee's Name: VISTA VACATIONS INTERNATIONAL Address: 5653 NW 29th Street City/State/Zip Code: Margate, FL 33063 Contact: Teri Nadler Fax Number: 954-753-9186 Term (in months) 36 855.24 Advanced Rent 1 @ $2,566.76 --------- $3,421.00 Monthly Rent 2 -36 @ $473.80 System: ICS Phone System System Price: $17,105.04 Total Price: $17,105.04 Supplier Name: Bellsouth Communications Systems Co, Address: 5405 Windward Parkway City/State/Zip: Alpharetta, GA 30004 By: /s/ Teri Nadler Title: President Date: 12/30/98 182 EX-10.3.VV 7 XEROX EQUIPMENT LEASE Lease Agreement The Document Company XEROX Customer's Legal Name: Vista Vacations International Street Address 5653 NW 29th St. City/State/Zip Code Margate, FL 33063 Tax ID# 650877427 Negotiated Contract #0709364 County Installed in: Broward Customer Requested initial date: 3/15/99 Lease Term: 36 months Product: (serial number) 5322OZTAS Minimum Monthly lease payment $87.32 Customer Name: Teri Nadler Phone: 954-975-0898 Title: Owner/Pres. Date: 3/16/99 Agreement Presented by: Name: Linda Cope phone: 305-655-9960 183 EX-10.4.VV 8 XEROX EQUIPMENT LEASE Lease Agreement The Document Company XEROX Customer's Legal Name: Vista Vacations International Street Address: 5653 NW 29th St. City/State/Zip Code: Margate, FL 33063 County Installed in: Broward Customer requested initial date: 3/15/99 Negotiated contract #0709364 Product: (serial number) DWC 635 Minimum monthly lease payment: $57.65 Customer Name: Teri Nadler Phone: 954-975-0898 Title: Owner/Pres. Date: 3/16/99 Agreement Presented by: Name: Linda Cope phone: 305-655-9960 184 EX-10.5.VV 9 XEROX EQUIPMENT LEASE Lease Agreement The Document Company XEROX Customer's Legal Name: Vista Vacations International Street Address: 5653 NW 29th St. City/State/Zip Code: Margate, FL 33063 Tax ID#650877427 Negotiated Contract #0709364 County Installed in: Broward Customer requested install date: 3/15/99 Product: (serial number) 5760DADF Minimum Monthly Lease Payment $252.60 Print Charge (Meter #1) $.16 Print Charge (Meter #2) $.04 Customer Name: Teri Nadler Phone: 954-975-0898 Title: Owner/Pres. Date: 3/16/99 Agreement presented by: Name: Linda Cope phone: 305-655-9960 185 EX-10.6.VV 10 SHAREHOLDERS AGREEMENT AND IRREVOCABLE PROXY Vista Vacations International Shareholders Agreement SHAREHOLDERS' AGREEMENT AND IRREVOCABLE PROXY AGREEMENT, made and entered into as of the 13th day of November 1998 , by and among TERRI NADLER, residing at 6645 Northwest 48th Manor, Coral Springs, Fla, 33067, and NELLIE TIPPERY, residing at 219 E. Wiser Lake Rd., Lynden Wash. 98264, JEAN HICKMAN, residing at 3780 SW 19th Street, Fort Lauderdale, Florida 33312, ALICIA TORREALBA residing at 1965 South Ocean Drive, Apartment 2J, Hallendale, Florida 33309, collectively referred to as the "Shareholders" and Vista Vacations International, Inc., (the "Corporation") with offices at 6645 Northwest 48th Manor, Coral Springs, Fla, 33067. W I T N E S S E T H: WHEREAS, the Corporation was incorporated on November 13, 1998 and is presently in good standing; and WHEREAS, the Shareholders desire to provide for the contemplated business of the Corporation and assure the continuity of management of the Corporation and its business, and in furtherance thereof, to place certain restrictions on the sale, transfer or other disposition of the shares of the Corporation now owned or hereafter acquired by each of them; NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereby agree as follows: 1. Offices (a) Principal Office: The principal office of the Corporation in the State of Florida shall be located at 6645 Northwest 48th Manor, Coral Springs, FL 33067. The Corporation may have such other offices, either within or without Florida, as the Shareholders may designate or as the business of the Corporation may from time to time require. (b) Registered Office: The registered office of the Corporation, required by the laws of Florida, may, but need not, be identical with the Principal Office in the state of Florida. The address of the initial registered office of the Corporation is 6645 Northwest 48th Manor, Coral Springs, FL 33067, and the initial registered agent at such address is NADLER. The registered office and the registered agent may ne changed from time to time by action of the Shareholders and by filing the prescribed form with the Florida Secretary of State. 2. Meetings and Management (a) Operations: The Corporation is to be managed by its Shareholders. The day to day affairs and all business in the ordinary course of the Corporation may be carried out by any Shareholder without the consent of the other Shareholder(s). However, any action by the Corporation that requires either the disbursement of Corporation funds un excess of Ten Thousand ($10,000.00) Dollars, the adjustment, but not the initial setting of any compensation of distribution of any Shareholder, or the sale of all, or substantially all of the Corporation's assets, shall require the vote and written approval of those Shareholders owning a seventy (70%) percent or greater interest in the Corporation. All other actions taken by the Corporation shall require the vote and approal of the Shareholders owning a majority in interest on the Corporation. (b) Meetings: Corporation decisions and actions that need to be decided by a majority or seventy (70%) percent or greater in interest of the Shareholders, as the case may be, shall be decided at meetings regularly called with notice to all Shareholders. For purposes of determining a "majority in interest", a Shareholder's interest will be his interest in the profits and losses of the Corporation as set forth herein and a majority will mean fifty-one (51%) percent or more. 186 (c) Notice of Meeting: Written or telephonic notice stating the place, day and hour of the meeting, the purposes for which the meeting is called shall be delivered not less than three (3) days before the date of the meeting, either personally or by mail, by or at the direction of any Shareholder, to each other Shareholder or record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Shareholder at his address as it appears on the books of the Corporation, with postage thereon prepaid. When all the Shareholders of the Corporation are present at any meeting, or if those not present sign in writing a waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meting are as valid as if a meeting were formally called and notice had been given. Procedure: The Shareholders may adopt rules of procedure for the Corporation --------- meetings, which rules shall not be inconsistent with this agreement. Informal Action of Shareholders: Unless otherwise provided by law, any action required to be taken at a meeting of the Shareholders, or any other action which may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all Shareholders entitled to vote with respect to the subject matter thereof. (d) Telephonic Meeting: Shareholders of the Corporation may participate in any meeting of the Shareholders by means of conference telephone or similar communication of all persons participating in such meeting can hear one another for the entire discussion or the matter(s) to be voted upon. Participating in a meeting pursuant to this Section shall constitute presence at such meeting. 3. Management Restrictions (a) Loans: No loans other than the loan made by Nellie Tippery, as evidenced by a Security and Pledge Agreement, dated November 13, 1998, to the Corporation shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name other than in the ordinary course of business, unless authorized by a resolution of the Shareholders. Such authority may be general or confided to specific instances. (b) Contracts: The Shareholders may authorize any Shareholder or agent of the Corporation to enter into any contract or execute any instrument in the name of and behalf of the Corporation, and such authority may be general or confined to specific instances. Any Shareholder may enter into contracts in the ordinary course of business, unless restricted by resolution of the Corporation. (c) Banking: The Corporation shall maintain bank accounts in the Corporation's name in a bank chosen by the Shareholders. Checks and drafts shall be drawn on the Corporation's bank account for Corporation purposes only and shall be signed by a Shareholder or designated agent. NOTWITHSTANDING the foregoing, however, all checks, drafts, contracts and instruments, valued in excess of Ten Thousand ($10,000.00 ) Dollars, must contain the dual signatures of Teri Nadler and any other Shareholder or designated agent. 4. Prior Shareholders' Agreements. All prior agreements and understandings among the parties hereto with respect to the subject matter hereof are hereby terminated and are of no further force or effect. 187 5. Shareholders; Subchapter S Election. (a) The Shareholders own the following number of shares of the common stock of the corporation, being 100% of the total issued and outstanding shares of the Corporation: Shareholder Number of Shares NADLER 765 TIPPERY 375 HICKMAN 20 TORREALBA 20 Treasury Stock 320 (b) The parties hereto specifically acknowledge that it is contemplated that the Corporation will elect to be treated as an "S corporation," as defined in Section 1361 of the Internal Revenue Code of 1986, as amended (the "Code") on both a ~federal and state level, and as such, agrees to promptly file with the proper authorities all documents necessary to effectuate the same. Thereafter, the Corporation shall make distributions from its cash flow or shall use its best efforts to obtain financing, if necessary, for it to make annual cash distributions to its Shareholders, whether characterized as salary, bonus, incentive compensation, or otherwise, on or before April 13 of each year following a year (the "Prior Year') with respect to which the Corporation had Taxable Income (as defined below), in an amount at least equal to each Shareholder's percentage shareholdings in the Corporation multiplied by the product of: (x) the sum of the highest marginal federal income tax rate and the Highest Effective Florida Tax Rate (as defined below) applicable to individuals with respect to income earned during the Prior Year; multiplied by (y) the amount of the Corporation's Taxable Income for the Prior ear. For purposes of this Agreement, the Corporation's "Taxable Income" shall mean, with respect to any year, its gross income for that year minus all deductions allowed for that year (determined without excluding the items described in Section 1366(a)( l)(A) of the Code, and the "Highest Effective Florida Tax Rate" shall mean, with respect to any year, the highest marginal Florida State income tax rate applicable to individuals for that year multiplied by the excess of 100% over the highest marginal Federal income tax rate applicable to individuals for that year. (c) Only Shareholder Tippery has heretofore invested in the capital of the Corporation , in the amount of $100,000.00. $10,000.00 has been deposited with Scott B. Ugell, Attorney Trust Account, subject to an Escrow Agreement dated on or about November 5, 1998. Shareholder Tippery shall contribute the remaining balance with the execution of this agreement. Each Shareholder agrees that, at any time and from time to time, the Corporation may require each such Shareholder to lend or contribute in cash to the capital of the Corporation, at the Corporation's option, additional amounts at such times and upon such conditions as shall be agreed upon by both Shareholders. 188 6. Management of the Corporation and Voting. (a) Each Shareholder agrees, from and after the date hereof to elect Teri Nadler and directors of the Corporation, and to continue to vote for the election of such directors during the term of this Agreement. In the event either such director dies, is adjudicated incompetent or resigns, the successor holder(s) of the shares formerly held by such director shall be entitled to designate, by majority vote, a director to fill the vacancy, whom all of the Shareholders shall also elect as a director. The Shareholders shall continue to vote for such successor director(s) and remaining named directors during the term of this Agreement. Notwithstanding the foregoing, (I) the unanimous consent of the board shall be required in order to approve a merger, divestiture, sale by the Corporation of all or substantially all its assets, or any corporate expenditure in excess of $5000, or any corporate borrowing in any account which borrowing is not made in the ordinary course of business (by way of illustration and not by way of limitation, either Shareholder acting individually may establish a documentary letter of credit arrangement with a bank or similar financial institution and may borrow thereunder provided such activity is incident to the Corporation's ordinary business dealings and is itself in the ordinary course of such business dealings). (b) The Shareholders, whether in their capacities as directors or by so instructing their respective designated directors, further agree to cause the election of the following persons as officers of the Corporation throughout the term of this Agreement: Teri Nadler President Chief Executive Officer Jean Hickman Vice President Operations and Finance Karyn McKnight Vice President Education and Communication Alicia Torrealba Executive Director of Clia/Agent Educational Tour Operations Scott B. Ugell Vice President, General Counsel (c) Notwithstanding Subsections (a) and (b) above, in the event any Shareholder shall sell all of his shares of the Corporation, such Shareholder will, at that time, resign as an officer and director of the Corporation or, if applicable, cause his designee to resign as such. (d) So long as the Corporation shall have in effect a valid "S corporation" election, each Shareholder agrees that, in his capacity as a director and/or officer of the Corporation, he shall not vote for or otherwise cause the Corporation to engage in any transaction that would result in the termination of the Corporation's status as an "S corporation" for Federal or Florida State tax purposes. Nothing contained herein shall preclude the Shareholders from voting to terminate the Corporation's status as an "S corporation," as permitted by applicable law. 7. Restrictions on Sale or Other Disposition of Shares. (a) Except as specifically provided in Subsection (b) hereof; no Shareholder shall sell, assign, transfer, mortgage, pledge, encumber, grant a security interest, or in any other manner dispose of any shares of stock of the Corporation (or any right or interest therein) which may now or hereafter be owned by such Shareholder, without first offering all of his shares for purchase as set forth in Section 5 below, at the purchase price determined and payable in accordance with the provisions of Section 6 hereof. Except as otherwise provided in Section 5 hereof; or as all Shareholders and the Corporation may otherwise agree in writing, no Shareholder shall at any time offer less than all of his shares of stock of the Corporation for purchase as set forth below, whether to parties hereto or third parties. 189 (b) Notwithstanding anything to the contrary contained herein, so long as the Corporation shall continue to have a valid election to be taxed as an "S corporation," no transfers of any shares of the Corporation shall be made to any person or entity which does not quality as an eligible shareholder of an "S Corporation," nor shall any other transfer be permitted which would result in the termination of the Corporation's status as an "S corporation" for Federal or Florida State tax purposes. (c) Any transfer of shares in violation of this Section 4 shall be conclusively deemed null and void. (d) Notwithstanding anything contained herein to the contrary, Nadler agrees not to sell , pledge, encumber or assign any of her shares in said Corporation until Tippery os repaid for her loan along with applicable interest, if any. 8. Sale of Shares. (a) If at any time, a Shareholder shall desire to dispose of any or all of his shares of the Corporation, such Shareholder (the "Offeror") shall first offer to sell all of the shares then owned by such Offeror to the other Shareholders, pro rata to their respective shareholdings, at the price and upon the terms and conditions hereinafter set forth. The other Shareholders shall have a period of 30 days from the receipt of the offer in which to accept or reject such offer, in whole or in part, by written notice to the Offeror and each other Shareholder. In the event any of such remaining Shareholders declined to purchase his full pro-rata portion of the shares so offered within 30 days from receipt of such offer, the other remaining Shareholders may agree to purchase the balance of such shares (or his or their pro-rata portion, as the case may be) within a further 60-day period. If the remaining Shareholders together fail to purchase all of the shares of the Offeror (unless all parties have agreed in writing to a partial sale), the Offeror shall be entitled to sell or otherwise dispose of the remainder of his shares of stock to any third party on terms not more favorable to such third party than those provided herein, for a period of 30 days from the date the last offer made hereunder shall expire, and provided that such third party agrees in writing to be bound by all of the terms and conditions of this Agreement. At the end of such 30 day period, the Offeror shall advise the other parties hereto in writing as to the consummation of a sale of all of his shares in a bona fide transaction during such period. (b) In the event that a proposed third party purchaser offers to purchase such shares at a lower price or upon terms and conditions which are more favorable to such third party than those previously offered by the Offeror to the other Shareholders pursuant hereto, the Offeror shall give written notice of the terms of the third party offer to the remaining Shareholders who shall have the right to purchase all such shares on the terms offered by such third party, in accordance with the provisions of Subsection (a) above, except that the offering periods in Subsection (a) at the end thereof shall be limited to five (5) business days. (c) Each offer made hereunder and notice of acceptance or rejection shall be made in writing and mailed to the Corporation and each of the Shareholders. (d) Any subsequent transfer of the shares sold hereunder, whether to the remaining Shareholders or third parties, shall be subject to and in accordance with the terms hereof. 190 (e) There shall survive the sale of any shares by any party hereto the liability of such selling Shareholder for his pro-rata portion of any taxes, penalties, fines or assessments (not included in the value of the shares sold) which may be imposed on the Corporation by any federal, state or local government or any agency, department or bureau thereof after the date of such sale, by reason of its corporate operations up to such date. Conversely, the selling Shareholder shall be entitled to his pro rata portion of any refund, credit or reduction on account of any tax, fine or assessment imposed prior to such date, for which no credit was given in the computation of the total value of the shares sold. (f) Upon a sale of all of a Shareholder's shares, the employment of such Shareholder by the Corporation, if any, shall be terminated on the Closing Date of such sale (as hereinafter defined). Any loans or debentures payable by the selling Shareholder to the Corporation as of the Closing Date, whether or not then due and payable in accordance with their terms, shall be paid and at a rate of 50 percent at closing and the balance within six (6) months, and discharged by the selling Shareholder, on the Closing Date, in cash. (g) It is agreed that in effectuating any purchase of shares hereunder by the Corporation: (I) the Corporation shall first utilize its then available surplus to purchase all or so much of the shares which the Corporation has elected to purchase as is possible, provided such purchase does not violate applicable law; and (ii) the Corporation and the remaining Shareholders shall promptly take those steps necessary to reduce the capital of the Corporation to the extent necessary to increase the surplus available for the purchase of any balance of shares unpurchased, provided such reduction does not violate applicable law and provided further, however, that if the Shareholders, other than the selling Shareholder, so desire, they may in lieu of effecting a reduction of the stated capital of the Corporation, elect to contribute to the Corporation a sufficient amount of cash or property to enable the Corporation to purchase such shares or to make any payment or payments due hereunder. Solely for the purpose of effecting such reduction in stated capital, the Shareholders grant to, and are hereby deemed to have executed in favor of each other: (A) An irrevocable proxy to vote all of the shares of the Corporation owned by the grantor of the proxy in favor of a reduction in stated capital at a meeting of the Shareholders of the Corporation held to vote upon and authorize such reduction in stated capital or in any action taken without a meeting; and (B) An irrevocable power of attorney to execute and file any and all documents required to be signed and filed by the grantor of the power of attorney in order to effect the requisite reduction in stated capital. (C) Notwithstanding anything contained herein to the contrary, in the event of death of either of any shareholder, the estate of said shareholder shall be bound by the terms of this agreement to relinquish any rights it has to the shares of said company in exchange for the benefit of a life insurance policy which shall be purchased by said corporation in amounts of death benefits no less than $1,000,000.00 for shareholder Teri Nadler, for a period of coverage for not less than 15 years from the date of this agreement. Such life insurance policies' death benefit amount may be increased periodically by vote of the Board of Directors, as may the length of coverage, or even the kind of coverage from term coverage to whole life or otherwise. Nothing herein shall be deemed to require the Corporation to purchase any shares. 191 (D) Notwithstanding anything contained herein the contary, a unanimous vote of the shareholders shall be required to waive any of the provisions of the above Section "8" entitled " SALE OF SHARES" 9. Purchase Price; Payment by Corporation and/or Remaining Shareholder(s) (a) The purchase price of any shares of the Corporation sold to remaining Shareholder(s) pursuant to Section 3 hereunder shall be the certificate value ("Certificate Value") thereof as hereafter defined. For the purpose of this Agreement, the Certificate Value of each share of the Corporation owned by the Shareholders shall be determined by each Shareholder's respective "shareholder's equity" in the Corporation as carried on the Corporation's balance sheet at the time of disposition. The Certificate Value shall be the product of the selling Shareholder's "shareholder's equity" multiplied by (I) one, during the period from the date hereof through and including the second anniversary date hereof or (ii) two, during the period beginning the day after the second anniversary date hereof and at all times thereafter. For purposes of this Agreement, such determination shall be made by the regular certified public accountants for the Corporation (with or without an audit as shall, in the judgment of such accountants, be appropriate) and shall be final, conclusive and binding on all of the parties hereto, including the personal or legal representatives of any deceased or disabled party. Such determination shall be made in accordance with generally accepted accounting principles and, to the extent consistent therewith, in accordance with the regular methods and practices employed by the Corporation in keeping its books; provided, however, that there shall not be included in the calculation of net earnings or net losses hereunder the net proceeds (actual proceeds less cash surrender value) realized from any insurance policy owned on the life of a deceased Shareholder. (b) The purchase price of such shares, as so determined pursuant to subparagraph (a) above, shall be paid by the purchaser's execution and delivery to the selling Shareholder, his legal representative, personal representative or heirs, as the case may be (the "Selling Shareholder") of a non-negotiable installment promissory note, in the principal amount of such purchase price (or balance thereof as provided below), bearing interest on the unpaid principal balance at the rate of 1% per annum above the "prime rate" of the Bank of Florida, or any successor thereto, and payable in equal consecutive monthly installments of principal and interest over a two (2) year period, the first such payment commencing two (2) months following the Closing Date; provided, however, that if such sale shall take place at anytime on or after the second anniversary date of the date hereof the purchaser(s) of such shares being sold by the selling Shareholder shall be required to pay, on or before the Closing Date, in certified funds or by wire transfer, a down payment on such purchase price equal to 35% of such purchase price. Such note shall provide that (i) in the event of a sale of the assets of the Corporation or the dissolution and liquidation of the Corporation, the unpaid balance of such note, together with accrued interest, shall become due and payable forthwith, (ii) in the event of a default in the payment of any installment of principal or interest due thereunder, the entire unpaid balance thereof together with accrued interest, shall become due and payable at the election of the holder of the note on ten (10) days' prior written notice to the maker, unless such default is cured within such ten (10) day period, and (iii) the principal balance thereof together with accrued interest thereon, may be prepaid at any time, in whole or in part, without premium or penalty. In the event the sale of shares results from the death or disability of a Shareholder, all proceeds obtained by any purchaser of such shares from any life insurance policy(ies) or disability insurance policy(ies) maintained by such purchaser on the life of the selling Shareholder shall first be paid to the estate of such Shareholder, or to such Shareholder if disabled, and such amount shall be credited against (and reduce) the purchase price payable pursuant to the foregoing. 192 (c) (i) The closing of any sale and purchase of shares hereunder shall take place at the offices of the Corporation within ten (10) days after delivery of the filial acceptances pursuant to Section 4 hereto at a time to be designated (the "Closing Date"). In connection therewith, the Shareholders agree to execute an escrow agreement in form and substance satisfactory to them and the attorney(s) in connection with the escrow provided for below and agree to indemnify such attorney(s) and hold him (them) harmless from and against any liability arising from such escrow except for such attorney(s)' willful misconduct or gross negligence. (ii) On the Closing Date, the selling Shareholder shall deliver the certificates representing the shares being sold, endorsed in blank or accompanied by stock powers endorsed in blank to the selling Shareholder's attorneys, together with all necessary instruments of transfer and necessary tax stamps affixed, to be held by sash attorneys in escrow pending payment of the full purchase price. The selling Shareholder shall also on such date deliver to the Corporation his immediate resignation (or the immediate resignation of his designee, as the case may be) as an officer and director of the Corporation. All such shares sold hereunder shall be pledged by the purchaser to secure full payment of the note. During the period of sash escrow and pledge, the selling Shareholder shall not be entitled to vote the shares sold except on the issue of dissolution, and shall not receive any distributions on or have any rights of a shareholder with respect to such shares. In the case of a purchase from a personal representative of a deceased Shareholder, the certificates representing such shares shall also be accompanied by a certificate of the appointment of the representative, a certified copy of the Will, if any, an affidavit to the effect that all legacies, debts, claims and taxes have been paid or are amply provided for, and other applicable State tax waivers and releases of tax liens. Upon due proof being finished to such attorneys of payment of the frill purchase price, said certificates shall be delivered to the purchaser(s). (iii) in the event of a default in the making of such payments, not cured within the ten (10) day cure period referred to above, the parties agree that if the selling Shareholder so elects by written notice to the Corporation and remaining Shareholder(s) during the continuation of such default, the remaining Shareholder(s) will cause the Corporation and its subsidiaries, if any, to be liquidated and dissolved, and the selling Shareholder shall be entitled to receive the entire unpaid amount of the note, plus interest, prior to any distribution of the net assets of the Corporation to the remanding Shareholder(s). Such liquidation and dissolution shall be achieved through an orderly program calculated to protect the interests of each of the Shareholder(s) and shall take place over a period of time not to exceed one (1) year following the date of the default. To accomplish such liquidation and dissolution, each of the Shareholders hereby grant to, and is deemed to have executed in favor of the selling Shareholder; (A) an irrevocable proxy to vote all of the shares of the Corporation owned by the grantor of the proxy in favor of such liquidation and dissolution by a written consent of Shareholders without a meeting or at a meeting of the Shareholders held for the purpose of author- such liquidation and dissolution; and (B) an irrevocable power of attorney to execute and file any and all documents required to be signed and filed by the grantor of the power in order to effectuate the liquidation and dissolution of the Corporation. 193 In the alternative, if no demand for dissolution and liquidation is made, the selling Shareholder shall have the right to demand and enforce collection of the balance of the note, with interest thereon, or, upon ten (10) days' prior written notice to the purchaser and the Corporation and without advertisement, to sell, assign, grant options to purchase, and/or deliver the pledged shares or any part thereof in such manner as the selling Shareholder, in his/her discretion, may deem proper, In any public or private sale, for cash, credit or future delivery, and to apply the net proceeds of such sale, after deducting the costs of sale, including reasonable attorney's fees and disbursements, to the payment of the unpaid principal of the note together with accrued interest. Any such sale shall be fee and clear of the restrictions imposed by this Agreement. Upon any sale of the pledged shares or any part thereof the selling Shareholder or any third party may purchase the same for his own account without accountability to the maker of the note and free and discharged of any equity of redemption. In the event there shall be a balance remaining, after the payment of the entire balance of the note plus accrued interest and all such costs and expenses, such excess proceeds shall be paid to the maker of the note. 10. Deemed Offers of Sale. (a) In the event of the death of a Shareholder, the personal representative of such deceased Shareholder shall be deemed to have offered all of the shares of the Corporation owned by such Shareholder for sale pursuant to Section 5 hereto as of the date of death of such Shareholder. (b) In the event of the disability of a Shareholder, such individual shall be deemed to have offered all of the shares of the Corporation owned by such Shareholder for sale pursuant to Section 5 hereof as of the last day of the "Disability Period" (as defined below). (c) For purposes of this Section 7, an individual shall be considered disabled if he or she shall become incapacitated by reason of a physical or mental disability with the result that he or she is unable to devote his or her customary time and energy to the affairs of the Corporation for a period of six (6) consecutive months, or for any shorter periods aggregating six (6) months during any period of twelve (12) consecutive months (the "Disability Period"). A Shareholder shall be entitled to receive his/her ordinary compensation arrangement during the Disability Period less any payment received by him, directly or indirectly, on account of any disability insurance policy . (d) In the event that the shares owned by any Shareholder are subject to divesture by a court of competent jurisdiction, including, by way of example and not Limitation, an award pursuant to the equitable distribution provisions of the Domestic Relations Law of the State of Florida or the similar laws of any other jurisdiction, such Shareholder shall be deemed to have made a voluntary offer, pursuant to Section 5 hereof to sell that portion of his shares in the Corporation subject to divestiture, as of the date of the applicable court order. Notwithstanding Subsection (b) below, such Shareholder shall immediately give written notice of the existence of such court order to the other parties hereto, and the time periods specified in Section 5 shall run from the date such notice is given. (e) In the event (I) a petition shall be filed by or against any Shareholder for relief pursuant to any law for the relief of debtors, (li) a Shareholder shall make an assignment for the benefit of his creditors, or (ii) there shall be a levy of execution under a judgment against any Shareholder, unless the same shall be dismissed, withdrawn, satisfied, released or cured within thirty (30) days, such Shareholder tutu be deemed to have made an irrevocable offer to sell all of his shares of the Corporation pursuant to Section 5 hereof as of the date of such event. 194 (f) Notwithstanding the provisions of Section 5 to the contrary, notices required to be given by the selling Shareholder pursuant to Section 5 shall not be required for the purposes of offers deemed to be made pursuant to ibis Section 7, but shall be deemed given as of the date the oiler is deemed made pursuant to this Section 7. 11. Restrictive Covenant. (a) During the term of this Agreement, each Shareholder shall devote so much of his/her time and attention and apply his skill and knowledge to the business of the Corporation as shall be necessary to fulfill all his obligations thereto. In addition, for a period of three (3) years after the Closing Date of any sale of shares by a Shareholder, such Shareholder shall not, directly or indirectly, engage or participate in, or be in any manner connection with, any 'other business which is similar to or competes with any business operations or activities of the Corporation or any of its divisions, subsidiaries or affiliated companies or act as a director, officer, partner, consultant, or employee for or make any financial investment in any other firm, corporation or other such enterprise anywhere in the United States, without the express written approval of the Corporation. Nothing contained herein, however, shall restrict any Shareholder from making any investments in any business or enterprise whose securities are listed on a national securities exchange or active traded in the over-the-counter market, which business or enterprise is or might be, directly or indirectly, in competition with the business operations of the Corporation; provided, however, that such investment does not give Shareholder the right to control or influence the policy decisions of such business. (b) During the term of this Agreement and at all times thereafter, no Shareholder may divulge, furnish or make accessible to anyone (other than in the regular course of business of the Corporation or at the request of the Corporation) any knowledge or information with respect to confidential or secret methods, data, ideas, creations, hardware, software, programs, codes, formulae, plans, materials and processes (including improvements and enhancements thereof) of the Corporation or any of its divisions, subsidiaries, affiliates or outside contractors including, without limitation, any customer or client lists, telephone leads, prospect lists, advertising and sales promotion materials, forms or literature and manufacturing processes (collectively, "Intangible Property"). Moreover, each Shareholder agrees that any Intangible Property that he may conceive, make, invent, develop or suggest during the term of this Agreement (whether individually or jointly with any other person or persons), relating in any way to the business or activities of the Corporation shall be the sole, exclusive and absolute property of the Corporation. Such Shareholder will immediately disclose any Intangible Property to the Corporation, except where the same is lawfully protected from disclosure as the trade secret of a third parry or by any other lawful bar to such disclosure. Each Shareholder further agrees that without either remuneration (except out-of-pocket expenses) and whether or not such Shareholder is still employed by or owns shares of the Corporation, he will, at the Corporation's request, execute and deliver any documents and give reasonable assistance which may be essential or desirable to secure to, assign, and vest in the Cow oration the sole and exclusive right, title and interest in and to such Intangible Property including, in those instances where the Corporation determines in its sole discretion, to apply for letters patent of the United States of America and (or other countries, patent applications, copyright applications, assignments, affidavits, priority claims or otherwise now or hereafter essential or desirable in the opinion of Corporation in obtaining, maintaining and (or defending such patents, copyrights or other proprietary tights and in securing to and vesting in the Corporation the sole and exclusive right, title and interest in and to such rights. 195 (c) Each Shareholder agrees that during the term of this Agreement and for a period of three (3) years after the Closing Date of any sale of shares by ham, he will not: (i) Directly or indirectly solicit, raid, entice or induce any other Shareholder or employee of the Corporation or of any of its divisions, subsidiaries or affiliated companies to be employed by any other person, firm or corporation; or (ii) Directly or indirectly approach any such Shareholder or employee for such purposes; or (iii) Authorize or knowingly approve the taking of such actions by other persons on behalf of any such person, firm or corporation or assist any such person, firm or corporation in taking such action. (d) Each Shareholder agrees that during the term of this Agreement he will not enter into on behalf of the Corporation or cause the Corporation to enter into, directly or indirectly, any transaction with any business organization in which he or any member of his immediate family may be interested as a partner, trustee, director, officer, employee, shareholder, other equity holder, lender of money or guarantor, unless the material acts as to his interest and as to the transaction are disclosed or are known to the Corporation. (e) In the event of a judicial determination of the unreasonableness, illegality or unenforceability of all or any part of these covenants with regard to tame, geographical limitations or prohibited activities, it is agreed by the parties that their intention is that this Agreement should be considered to be effective within judicially determined reasonable limits, time and prohibited activities. 12. Specific Performance. Inasmuch as the shares of the Corporation cannot be readily purchased or sold on the open market, irreparable damage would result in the event this Agreement is not specifically embraced. Therefore, the sights to, or obligations of; purchase and sale of shares hereunder shall be enforceable in a court of equity, or other tribunal of competent jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Agreement shall, except where otherwise specifically provided, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise. 13. After-Acquired Shares. The terms and provisions of this Agreement shall apply to all of the shares of the Corporation now owned or which may hereafter be issued to the Shareholders in consequence of any additional issuance, purchase, exchange or reclassification of shares, corporate reorganization, or any other form of recapitalization, consolidation, merger, share split-up, share dividend or distribution or which are acquired by the Shareholders in any other manner whatsoever. 196 14. Legend. Each certificate representing shares of the Corporation owned by the parties hereto or by any persons subject to the provisions of this Agreement shall have stamped, printed or typed thereon the following legend: "This certificate and the shares represented hereby are subject to and transferable only in accordance with the provisions of a certain Shareholders' Agreement dated as of September 19, 1997 among Stan Dobrzynski, William E. Smith, the Corporation, a copy of which is on file with the Secretary of the Corporation." 15. Agreement by Corporation. The Corporation hereby agrees that it will not at any time permit any transfer to be made on its books or records of the certificates representing the shares of any Shareholder unless such transfer is made pursuant to and is in accordance with the terms and conditions of this Agreement. 16. Terminal. This Agreement shall terminate upon the earliest of (a) The unanimous consent in writing of all of the then shareholders of the Corporation; or (b) The expiration of thirty (30) days after a petition in bankruptcy shall have been filed by or against the Corporation and such petition shall not have been discharged during such thirty (30) day period; or upon an assignment by the Corporation for the benefit of its creditors; or upon the expiration of thirty (30) days after the commencement of any proceeding under any Act of Congress or state governmental authority for the relief of debtors seeking the relief or readjustment of indebtedness either through reorganization, composition, extension or otherwise, and such proceeding involving the Corporation as debtor shall not have been vacated within such thirty (30) day period; or upon the voluntary or involuntary dissolution of the Corporation; or (c) The sale of all or substantially all the Corporation's assets. 17. Finances: Records. (a) All cash; checks and instruments fir the payment of monies shall be deposited in the Corporation's bank account(s) as may be selected by the Board of Directors. (b) The directors and officers of the Corporation shall cause the accountants for the Corporation to deliver each Shareholder, not less frequently than annually and no later than by March 15th of the succeeding year (unless the Corporation shall have validly and timely filed for an extension of its filing due date on all Federal, state and local tax returns based upon income required to be filed by it, in which event such date shall be deferred to the latest effective date of such filing extensions); true and complete copies of Schedule K-1 to Form 1120S and/or such other or additional forms as the Corporation may be required to file, in order fir each shareholder to adequately prepare his individual tax returns. The first such statement shall be delivered within 73 days following the end of the Corporation's first fiscal year. (c) The parties agree that each party hereto shall have the right, during normal business hours, to have the books of the Corporation examined and/or audited by a certified public accountant of his choosing, at his own expense. 197 (d) The parties have reviewed a set of papers collectively referred to as Schedule "A" which is incorporated by reference herein, and made a part hereof. Said Schedule "A" titled "VISTA VACATIONS INTERNATIONAL BUSINESS PLAN", dated October, 1998 is a business plan that was prepared for the purpose of analyzing the viability of entering into such a business venture, and is the sole the criteria used by the parties to determine the financial model to be employed by the parties. The parties agree to follow said plan, and to substantially follow the costs, budgets and projections, especially that of salaries stated therein. 18. Complete Agreement and Survival of Covenants. This Agreement constitutes the complete understanding among the parties hereto with respect to its subject matter and no alteration, modification or amendment of any of the provisions hereof shall be valid unless made in writing and signed by all of the parties hereto. Termination of this Agreement shall have no effect on the rights of any party against any other party hereunder in respect of acts or omissions prior to such termination, or upon the obligations of any party which are specifically stated to or necessarily extend beyond the date of termination. 19. Successors and Assigns. Neither this Agreement nor any of the rights and obligations hereunder shall be assignable by any party hereto except with the prior written consent of all other parties hereto. All of the terms of this Agreement shall inure to the benefit of and shall be binding upon the heirs, personal representatives, legal representatives, successors and permitted assigns of the individual parties hereto and upon the successors and permitted assigns of the Corporation. 20. Notices. All notices, offers and other communications made under or pursuant to the terms of this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, via Federal Express or similar overnight courier service (provided it gives receipts for all packages picked up) or personally delivered against receipt, to the respective addresses of the parties as first set forth herein, or to such other address as shall hereafter be designated by any party for the giving of such notices, by written notice to the other parties given in accordance herewith. 21. This Agreement, its performance and the rights, obligations and remedies of the parties hereto, shall be construed and governed by the laws of the State of Florida without regard to its principles of conflict of laws. 22. Amendment of Certificate of Incorporation or By-laws. Each Shareholder agrees that he will consent to and approve any amendment of the Certificate of incorporation or By-Laws of the Corporation which may be necessary or advisable in order to conform any of the provisions of this Agreement or any amendments hereto to the applicable laws of the State of Florida now or hereafter enacted, including, without limitation; the Florida Business Corporation Law. Each Shareholder further agrees to vote his shares of the Corporation and to execute and deliver such documents as may be necessary in order to implement the provisions of the preceding sentence. In furtherance of the foregoing, each Shareholder hereby grants to the other Shareholder(s), for the duration of the Term hereof, an irrevocable proxy to vote all the shares of the Corporation owned by such Shareholder in accordance with the terms and provisions of this Section 19. 198 23. Construction. As the context so requires, terms herein in the masculine form shall be construed as including the feminine form as well as neater and the singular form shall include the plural and vice versa. 24. Counterparts. This Agreement maybe executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. VISTA VACATIONS INTERNATIONAL, INC., [corporate seal] By: /s/ Teri Nadler, President By: /s/ Jean Hickman, Treasurer By: /s/ Alicia Torrealba, Secretary By: /s/ Nellie R. Tippery 199 EX-10.7.VV 11 AMENDED SHAREHOLDERS AGREEMENT AMENDED SHAREHOLDERS' AGREEMENT AND IRREVOCABLE PROXY FOR VISTA VACATIONS INTERNATIONAL, INC. AGREEMENT, made and entered into as of the 28th day of September 1999 , by and among TERI NADLER, residing at 6645 Northwest 48th Manor, Coral Springs, Fla., 33067, and NELLIE TIPPERY, residing at 219 E. Wiser Lake Rd., Lynden Wash. 98264, JEAN HICKMAN, ALICIA TORREALBA, collectively referred to as the "Shareholders" and Vista Vacations International, Inc., (the "Corporation") with offices at 5653 NW 29th Street, Margate, FL. W I T N E S S E T H: WHEREAS, the Corporation was incorporated on November 13, 1998 and is presently in good standing; and WHEREAS, the Shareholders desire to provide for the contemplated business of the Corporation and assure the continuity of management of the Corporation and its business, and in furtherance thereof, to place certain restrictions on the sale, transfer or other disposition of the shares of the Corporation now owned or hereafter acquired by each of them; NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereby agree as follows: 1. WHEREAS, Nellie Tippery had joined the corporation as shareholder and had provided funds necessary to start up the corporation and to provide further funds during the operation of the company until financing was available from some third party lender or bank and WHEREAS the corporation has borrowed $150,000.00 ONE HUNDRED FIFTY THOUSAND DOLLARS from Tippery and having sought additional funds from Tippery and being denied those additional funds by Tippery and Tippery is not willing to sign as a guarantor or obligor as a major shareholder of the corporation, and upon mutual agreement and understanding Tippery agrees to re-characterize her status with the corporation and give up her right of ownership to any shares of the corporation in exchange for any further obligation on her part to provide further financing to the company, NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereby agree that the shareholders agreement and irrevocable proxy dated November 13, 19998, is amended to reflect: 1. That Nellie Tippery is no longer a shareholder of the corporation. But merely a creditor. 2. That the amount lent by Tippery to the corporation is One Hundred Fifty Thousand Dollars $150,000.00 and is due on October 1, 2000. 3. That said loan amount of One Hundred Fifty Thousand $150,000.00 shall be secured by the number of shares of stock, which represent 375 shares or not less than 25% of the corporation. 4. That the security agreement and Promissory Note dated November 13, 1998 shall be amended to reflect these changes. 5. That Nellie Tippery shall no longer have any voting rights in the company or any other rights associated with being a shareholder of said corporation. As such Tippery waives any notices or procedural requirements that were implied or express in such Shareholders Security and Pledge agreement. 200 6. As further consideration to Tippery provided by the Corporation, the corporation agrees to convey upon Tippery the right of first refusal to purchase the 25% or 375 shares of the Corporation that Tippery has as security for her loan. The right of first refusal applies to any bona fide offer made in written form from a third party purchaser. In such event, Tippery is granted the additional right to be given a credit for any monies including applicable interest due to Tippery at the time such offer is made. Therefore, as an example if a John Q. Investor was to offer $250,000. For the 375 shares which are set aside by the Corporation to secure Tippery's loan, Tippery may have the right to purchase those same shares at the same terms and conditions and would be given a credit of approximately $150,000, which is the amount that is currently Tippery's loan balance with the Corporation. Therefore in the above example, Tippery would only have to pay to the Corporation approximately $100,000 in additional funds to purchase those shares. 7. Tippery hereby acknowledges that she has the right to counsel to review this document, and has either done so, or has waived her right to do so. 2. Counterparts. This Agreement maybe executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. VISTA VACATIONS INTERNATIONAL, INC., [corporate seal] By: /s/ Teri Nadler By: /s/ Jean Hickman By: /s/ Alicia Torrealba By: /s/ Nellie Tippery 201 EX-10.8.VV 12 LETTER TO NELLIE TIPPERY DATED 1/20/00 Ugell Law Firm, P.C. Attorneys and Counselors at Law 155 North Main Street New City, New York Tel (914) 639-7011 Fax (914) 639 - 7088 January 20, 2000 Nellie Tippery 219 East Wiser Lake Road Lynden, Washington 98264 SENT VIA FACSIMILE TO 360-354-0630 & US MAIL Dear Ms. Tippery: In accordance with the telephone conference discussion yesterday with Teri Nadler, Jean Hickman, Alicia Torrealba and myself of Vista Vacations International, Inc, please allow this correspondence to memorialize our understanding. So as to allow for the continued orderly operation of Vista and including, but not limited to the attempt to sell additional shares of company stock to third parties you have agreed to release your security interest in said shares of vista Vacations International, Inc. By signing below you authorize this office to eliminate said security interest on the books and records of the company. To reiterate, you are the creditor on a promissory note with Vista whereby you have loaned $180,000 to the company as startup capital with applicable interest due and payable on November 1, 2000. Allow this correspondence to serve to you as an estoppel with regard to said loan. Please fax back this agreement signed by you at the space provided below, and send a back an original to this office at your first opportunity, as I have some meetings with potential investors and would need this document in hand in order to close any transactions. As all ways should you have any questions or comments, please feel free to contact this office. Very truly yours, /s/ Scott B. Ugell Ugell Law Firm, P.C. By:Scott B. Ugell Vice-President & General Counsel Vista Vacations International, Inc. cc: Teri Nadler @ Vista 954-975-8447 Above text is agreed to and accepted /s/ Nellie R. Tippery - ------------- Nellie Tippery Dated January_ __,2000 202 EX-10.9.VV 13 SECURITY PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT THIS AGREEMENT made as of November 14, 1998, by and among NELLIE TIPPERY residing at 219 E. Wiser Lake Rd. Lynden Wash. 98264 (TIPPERY), JEAN HICKMAN, residing at 3780 SW 19 th Street, Fort Lauderdale, FL 33312, (HICKMAN), ALICIA TORREALBA, residing at 1965 South Ocean Drive, Apartment 2J, Hallandale, Fl. 33309, (TORREALBA), and VISTA VACATIONS INTERNATIONAL. INC., conducting business at 6645 Northwest 48th Manor, Coral Springs, Fl. 33067 (VISTA) RECITALS Whereas, TIPPERY, HICKMAN, and TORREALBA are Members of VISTA VACATIONS INTERNATIONAL INC., and are parties to that certain Shareholders Agreement dated as of November 13, 1998, whereunder TIPPERY has lent to VISTA VACATIONS INTERNATIONAL INC, the sum of $100,000.00 as and for working capital for the conduct of its business (the "VISTA VACATIONS INTERNATIONAL LOAN"); and, WHEREAS, VISTA VACATIONS INTERNATIONAL, INC., has executed a promissory note to repay the VISTA VACATIONS INTERNATIONAL LOAN and a security agreement and financing to collateralize said loan; and, WHEREAS, NADLER as majority shareholder and CEO of VISTA VACATIONS INTERNATIONAL, INC., and as parties to that certain Shareholders Agreement of even date, whereunder TIPPERY has lent VISTA VACATIONS INTERNATIONAL INC., the sum of $100,000.00 for which collateral is given as security hereunder (the VISTA LOAN) and WHEREAS NADLER as majority shareholder and CEO, on behalf of the corporation, VISTA VACATIONS INTERNATIONAL, INC., has executed the promissory note to repay the VISTA VACATIONS INTERNATIONAL, Inc. LOAN and to collateralize the said loan hereunder. NOW THEREFORE, in consideration of the foregoing premises and of the mutual promises herein set forth, the parties agree as follows: 1. Secured Obligations. The obligations of VISTA VACATIONS INTERNATIONAL for which Collateral is held hereunder ("Secured Obligations") are the Promissory Notes annexed hereto collectively as Exhibit "A". 2. Collateral. Contemporaneously herewith, VISTA VACATIONS INTERNATIONAL, INC. has delivered to TIPPERY the stock certificate and certificate of ownership, listed below, each representing the indicated number of shares of the capital stock of VISTA VACATIONS INTERNATIONAL INC., (Share Certificate") together with a stock power for each Share Certificate executed in blank with the ownership interest of HICKMAN, TORREALBA and VISTA VACATIONS INTERNATIONAL., ("Certificate of Ownership") together with a duly executed assignment and power of transfer executed in blank (collectively the "Transfer Powers") The Share Certificate and Certificate of Ownership and accompanying Transfer Powers are sometimes hereinafter referred to as "Collateral Documents", and the shares of stock evidenced by the Share Certificate and the ownership interest evidenced by the Certificate of Ownership as "Collateral". The Collateral shall also include all distributions of cash and other property which may be made in respect of the existing and future Collateral, including stock dividends as well as all securities of any nature which may be issued in exchange therefor by reason of any stock split, reorganization, merger recapitalization or other event all of which shall be received in trust by VISTA VACATIONS INTERNATIONAL (if VISTA VACATIONS INTERNATIONAL should come into possession of the same) and to be delivered promptly to TIPPERY together with executed stock powers, assignments or other appropriate instruments to facilitate their transfer in the event of default. 203 The Collateral Documents delivered to TIPPERY consist of the following Share Certificate and Certificate of Ownership together with Transfer Powers: Certificate Number Number of Shares Ownership Interest 1 20 1.333 2 20 1.333 3 320 21.33 3. Grant of Security Interest. VISTA VACATIONS INTERNATIONAL, INC., HICKMAN and TORREALBA hereby grants to TIPPERY a security interest in the Collateral, present and future, to secure due and prompt payment and performance of the Secured Obligations. TIPPERY and any officer or Member, as the case may be, are irrevocably authorized by VISTA VACATIONS INTERNATIONAL, INC. to complete the Transfer Powers in order to effect transfer of Collateral in the event of a breach or default in respect of the Secured Obligations. 4. Default. In the event of a default in respect of the Secured Obligations, in addition to any and all other available remedies, TIPPERY shall have the right to sell so much of the Collateral as shall be necessary to pay all costs and expenses and to satisfy the Secured Obligations. The proceeds of sale or disposition of the Collateral shall be applied as follows: First, toward payment of all costs of taking possession of and selling the Collateral. Second, to pay in full all amounts due by reason of the breach or default with respect to the Secured Obligations or any of them. Third, the balance, and the remaining Collateral Documents, if any, shall be refunded and returned to VISTA VACATIONS INTERNATIONAL, INC. upon receipt of an unqualified general release. 5. Procedure Following Default. A. TIPPERY shall notify VISTA VACATIONS INTERNATIONAL, INC., HICKMAN and TORREALBA in writing of any breach or default on the part of VISTA VACATIONS INTERNATIONAL, INC. with respect to any Secured Obligations, stating the nature of the breach or default ("Default Notice"). Unless TIPPERY shall receive notice from VISTA VACATIONS INTERNATIONAL, INC. within ten (10) business days after receipt of the Default Notice, contesting the existence of the default and specifically stating the basis for such objection, TIPPERY shall have the right, immediately, to liquidate or otherwise realize on the Collateral. TIPPERY shall have the right to sell or dispose of the Collateral in any lawful and commercially reasonable manner consistent with applicable provisions of the Uniform Commercial Code as in effect in the State having Jurisdiction over the Collateral, at a public or private sale pursuant to prior written notice to VISTA VACATIONS INTERNATIONAL, INC. of fifteen (15) days or more. TIPPERY shall have the right to purchase all or any part of the Collateral at any such public sale, with the same force and effect as if TIPPERY were a disinterested purchaser. The process of the sale shall be applied pursuant to Paragraph 4 hereof. If the net proceeds from sale of the Collateral, after payment of expenses as provided in Paragraph 4, shall be insufficient to pay and discharge the Secured Obligation in full, VISTA VACATIONS INTERNATIONAL, INC. shall remain liable for the deficit. 204 B. If TIPPERY shall receive a notice from VISTA VACATIONS INTERNATIONAL, INC. within five (5) business days after receipt of a Default Notice, setting forth a bona fide and good faith basis for contesting the Default Notice, as hereinabove provided, TIPPERY shall defer its sale or liquidation of the Collateral for a period of twenty (20) days to permit VISTA VACATIONS INTERNATIONAL, INC. to commence judicial proceedings. IF VISTA VACATIONS INTERNATIONAL, INC. shall succeed, by judicial proceedings or otherwise, in delaying the liquidation or sale of Collateral, VISTA VACATIONS INTERNATIONAL, INC. shall be liable for interest during the period form the time of her notice contesting the default until payment of the damages at a rate equal to four (4%) percent above the "prime" rate as set forth on that day as published in The Wall Street Journal. 6. VISTA VACATIONS INTERNATIONAL, INC.'S Representations, VISTA VACATIONS INTERNATIONAL, INC. makes the following representations to TIPPERY: A. VISTA VACATIONS INTERNATIONAL, INC. owns and holds the Collateral free and clear of any and all liens, claims and security interests of any nature whatsoever other than the security interested granted to TIPPERY hereunder B. VISTA VACATIONS INTERNATIONAL, INC. has unrestricted power and authority to enter into this Agreement and o deliver and pledge the Collateral and perform their obligations pursuant to this Agreement and such acts by VISTA VACATIONS INTERNATIONAL, INC. do not violate any law, rule, regulation, order, injunction or decree by any governmental body or agency or of any Court, nor any agreement to which VISTA VACATIONS INTERNATIONAL, INC. is a party or by which VISTA VACATIONS INTERNATIONAL, INC. or the collateral are bound. C. The Collateral is duly and validly issued and outstanding and non assessable. Upon lawful sale of the Collateral or any part thereof following default TIPPERY is duly authorized and empowered to transfer and will have transferred good title to the purchaser(s) thereof free of all claims liens and security interests. 7. Notices. Notices hereunder shall be given by certified mail, return receipt requested, or by overnight mail or Federal Express or similar overnight delivery service by a reputable carrier which obtains and provides delivery receipts, addressed to the parties at their respective addresses set forth at the head of this agreement or at such substituted address as any party may from time to time designate for such purpose by notice given in like manner to the other(s). 8. Counterparts. This Agreement may be executed in any number of counterparts and may either contain original signatures or facsimile(s) or original signatures with the same effect as if all parties hereto had all signed the same document. All counterparts will be construed together and will continue one (1) agreement. 9. Binding Effect, This Agreement, and the rights and obligations of the parties arising hereunder shall be binding upon and shall inure to the benefit of the parties and their respective heirs, administrators, personal representatives and assigns 205 IN WITNESS WHEREOF, the parties have executed this Agreement or have caused their duly authorized officers to execute this Agreement and to affix their seals hereunto as of the day and year first above written. WITNESS /s/ Teri Nadler - ---------- ------------------ VISTA VACATIONS INTERNATIONAL, INC. - ---------- ------------------ NELLIE TIPPERY /s/ Jean Hickman ---------------- JEAN HICKMAN /s/ Alicia Torrealba ----------------- ALICIA TORREALBA EXHIBIT "A" Promissory Note from VISTA VACATIONS INTERNATIONAL, INC. to NELLIE TIPPERY dated November 13, 1998 Promissory Note from JEAN HICKMAN to NELLIE TIPPERY dated November 13, 1998 Promissory Note from ALICIA TORREALBA to NELLIE TIPPERY dated November 13, 1998 206 EX-10.10.VV 14 SHAREHOLDERS AGREEMENT & IRREVOCABLE PROXY SHAREHOLDERS' AGREEMENT AND IRREVOCABLE PROXY AGREEMENT, made and entered into as of the 17th day of January 2000, by and among Teri Nadler, residing at 6645 Northwest 48th Manor, Coral Springs, Florida 33067, Scott B. Ugell, residing at 155 North Main Street, New City, New York 10956, Jean Hickman, residing at 3780 SW 19th Street, Fort Lauderdale, Florida 33312, Alicia Torrealba, residing at 1965 South Ocean Drive, Apartment 2J, Hallandale, Florida 33309, Karyn Mcknight, 10020A Main Street, #177, Bellevue, Washington 98004, Carol Nelson, residing at 1625 3rd Street South, Naples, Florida 34102-7423and Ken Nelson, 1625 3rd Street South, Naples, Florida 34102-7423, collectively referred to as the "Shareholders" and Vista Vacations International, Inc. " (the Corporation") with offices at 5653 NW 29th Street, Margate, Florida 33063, a corporation organized pursuant to the laws of the State of Florida. W I T N E S S E T H: WHEREAS, the Corporation was incorporated on November 12, 1998 and is presently in good standing; and WHEREAS, the Shareholders desire to provide for the contemplated business of the Corporation and assure the continuity of management of the Corporation and its business, and in furtherance thereof, to place certain restrictions on the sale, transfer or other disposition of the shares of the Corporation now owned or hereafter acquired by each of them; NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereby agree as follows: 1. Prior Shareholders' Agreements. All prior agreements and understandings among the parties hereto with respect to the subject matter hereof are hereby terminated and are of no further force or effect. 2. Shareholders; Subchapter S Election. (a) The Shareholders own the following number of shares of the common stock of the corporation, being 100% of the total issued and outstanding shares of the Corporation: Shareholder Number of Shares Nadler 765 Ugell 400 Hickman 180 Nelson 75 Torrealba 60 Mcknight 20 (b) The parties hereto specifically acknowledge that it is contemplated that the Corporation will elect to be treated as an "S corporation," as defined in Section 1361 of the Internal Revenue Code of 1986, as amended (the "Code") on both a federal and state level, and as such, agrees to promptly file with the proper authorities all documents necessary to effectuate the same. Thereafter, the Corporation shall make distributions from its cash flow or shall use its best efforts to obtain financing, if necessary, for it to make annual cash distributions to its Shareholders, whether characterized as salary, bonus, incentive compensation, or otherwise, on or before April 13 of each year following a year (the "Prior Year') with respect to which the Corporation had Taxable Income (as defined below), in an amount at least equal to each Shareholder's percentage shareholdings in the Corporation multiplied by the product of: (x) the sum of the highest marginal federal income tax rate and the Highest Effective Florida Tax rate defined below) applicable to individuals with respect to income earned during the Prior Year; multiplied by (y) the amount of the Corporation's Taxable Income for the Prior year. For purposes of this Agreement, the Corporation's "Taxable Income" shall mean, with respect to any year, its gross income for that year minus all deductions allowed for that year (determined without excluding the items described in Section 1366(a)( l)(A) of the Code, and the "Highest Effective Florida Tax Rate" shall mean, with respect to any year, the highest marginal Florida State income tax rate applicable to individuals for that year multiplied by the excess of 100% over the highest marginal Federal income tax rate applicable to individuals for that year. 207 (c) Each Shareholder has heretofore invested in the capital of the Corporation. Each Shareholder agrees that, at any time and from time to time, the Corporation may require each such Shareholder to lend or contribute in cash or other value to the Corporation, at the Corporation's option, additional amounts at such times and upon such conditions as shall be agreed upon by a 2/3 vote majority of the outstanding shares of stock. 3. Management of the Corporation and Voting. (a) Each Shareholder agrees, from and after the date hereof to elect Teri Nadler and Scott B. Ugell directors of the Corporation, and to continue to vote for the election of such directors during the term of this Agreement. In the event either such director dies, is adjudicated incompetent or resigns, the successor holder(s) of the shares formerly held by such director shall be entitled to designate, by majority vote, a director to fill the vacancy, whom all of the Shareholders shall also elect as a director. The Shareholders shall continue to vote for such successor director(s) and remaining named directors during the term of this Agreement. Notwithstanding the foregoing, (I) the unanimous consent of the board shall be required in order to approve a merger, divestiture, sale by the Corporation of all or substantially all its assets, or any corporate expenditure in excess of $10,000, or any corporate borrowing in any account which borrowing is not made in the ordinary course of business (by way of illustration and not by way of limitation, either Shareholder acting individually may establish a documentary letter of credit arrangement with a bank or similar financial institution and may borrow thereunder provided such activity is incident to the Corporation's ordinary business dealings and is itself in the ordinary course of such business dealings). (b) The Shareholders, whether in their capacities as directors or by so instructing their respective designated directors, further agree to cause the election of the following persons as officers of the Corporation throughout the term of this Agreement: Teri Nadler President, Chief Executive Officer Jean Hickman Operations, Finance and Corporate Treasurer Alicia Torrealba Executive Director of CLIA/Agent Education Corporate Secretary Scott B. Ugell Vice President, General Counsel (c) Notwithstanding Subsections (a) and (b) above, in the event any Shareholder shall sell all of his shares of the Corporation, such Shareholder will, at that time, resign as an officer and director of the Corporation or, if applicable, cause his designee to resign as such. (d) In furtherance of the foregoing, each Shareholder hereby grants to the other Shareholders, for the duration of the term hereof; an irrevocable proxy to vote all of the shares of the Corporation owned by such Shareholder in accordance with the provisions and agreements contained in this Section 3. (e) So long as the Corporation shall have in effect a valid "S corporation" election, each Shareholder agrees that, in his capacity as a director and/or officer of the Corporation, he shall not vote for or otherwise cause the Corporation to engage in any transaction that would result in the termination of the Corporation's status as an "S corporation" for Federal or Florida State tax purposes. Nothing contained herein shall preclude the Shareholders from voting to terminate the Corporation's status as an "S corporation," as permitted by applicable law. 208 4. Restrictions on Sale or Other Disposition of Shares. (a) Except as specifically provided in Subsection (b) hereof; no Shareholder shall sell, assign, transfer, mortgage, pledge, encumber, grant a security interest, or in any other manner dispose of any shares of stock of the Corporation (or any right or interest therein) which may now or hereafter be owned by such Shareholder, without first offering all of his shares for purchase as set forth in Section 5 below, at the purchase price determined and payable in accordance with the provisions of Section 6 hereof. Except as otherwise provided in Section 5 hereof; or as all Shareholders and the Corporation may otherwise agree in writing, no Shareholder shall at any time offer less than all of his shares of stock of the Corporation for purchase as set forth below, whether to parties hereto or third parties. (b) Notwithstanding anything to the contrary contained herein, so long as the Corporation shall continue to have a valid election to be taxed as an "S corporation," no transfers of any shares of the Corporation shall be made to any person or entity which does not quality as an eligible shareholder of an "S Corporation," nor shall any other transfer be permitted which would result in the termination of the Corporation's status as an "S corporation" for Federal or Florida State tax purposes. (c) Any transfer of shares in violation of this Section 4 shall be conclusively deemed null and void. 5. Sale of Shares. (a) If at any time, a Shareholder shall desire to dispose of any or all of his shares of the Corporation, such Shareholder (the "Offeror") shall first offer to sell all of the shares then owned by such Offeror to the other Shareholders, pro rata to their respective shareholdings, at the price and upon the terms and conditions hereinafter set forth. The other Shareholders shall have a period of 30 days from the receipt of the offer in which to accept or reject such offer, in whole or in part, by written notice to the Offeror and each other Shareholder. In the event any of such remaining Shareholders declined to purchase his full pro-rata portion of the shares so offered within 30 days from receipt of such offer, the other remaining Shareholders may agree to purchase the balance of such shares (or his or their pro-rata portion, as the case may be) within a further 60-day period. If the remaining Shareholders together fail to purchase all of the shares of the Offeror (unless all parties have agreed in writing to a partial sale), the Offeror shall be entitled to sell or otherwise dispose of the remainder of his shares of stock to any third party on terms not more favorable to such third party than those provided herein, for a period of 30 days from the date the last offer made hereunder shall expire, and provided that such third party agrees in writing to be bound by all of the terms and conditions of this Agreement. At the end of such 30-day period, the Offeror shall advise the other parties hereto in writing as to the consummation of a sale of all of his shares in a bona fide transaction during such period. (b) In the event that a proposed third party purchaser offers to purchase such shares at a lower price or upon terms and conditions which are more favorable to such third party than those previously offered by the Offeror to the other Shareholders pursuant hereto, the Offeror shall give written notice of the terms of the third party offer to the remaining Shareholders who shall have the right to purchase all such shares on the terms offered by such third party, in accordance with the provisions of Subsection (a) above, except that the offering periods in Subsection (a) at the end thereof shall be limited to five (5) business days. 209 (c) Each offer made hereunder and notice of acceptance or rejection shall be made in writing and mailed to the Corporation and each of the Shareholders. (d) Any subsequent transfer of the shares sold hereunder, whether to the remaining Shareholders or third parties, shall be subject to and in accordance with the terms hereof. (e) There shall survive the sale of any shares by any party hereto the liability of such selling Shareholder for his pro-rata portion of any taxes, penalties, fines or assessments (not included in the value of the shares sold) which may be imposed on the Corporation by any federal, state or local government or any agency, department or bureau thereof after the date of such sale, by reason of its corporate operations up to such date. Conversely, the selling Shareholder shall be entitled to his pro rata portion of any refund, credit or reduction on account of any tax, fine or assessment imposed prior to such date, for which no credit was given in the computation of the total value of the shares sold. (f) Upon a sale of all of a Shareholder's shares, the employment of such Shareholder by the Corporation, if any, shall be terminated on the Closing Date of such sale (as hereinafter defined). Any loans or debentures payable by the selling Shareholder to the Corporation as of the Closing Date, whether or not then due and payable in accordance with their terms, shall be paid and at a rate of 50 percent at closing and the balance within six (6) months, and discharged by the selling Shareholder, on the Closing Date, in cash. (g) It is agreed that in effectuating any purchase of shares hereunder by the Corporation: (I) the Corporation shall first utilize its then available surplus to purchase all or so much of the shares which the Corporation has elected to purchase as is possible, provided such purchase does not violate applicable law; and (ii) the Corporation and the remaining Shareholders shall promptly take those steps necessary to reduce the capital of the Corporation to the extent necessary to increase the surplus available for the purchase of any balance of shares unpurchased, provided such reduction does not violate applicable law and provided further, however, that if the Shareholders, other than the selling Shareholder, so desire, they may in lieu of effecting a reduction of the stated capital of the Corporation, elect to contribute to the Corporation a sufficient amount of cash or property to enable the Corporation to purchase such shares or to make any payment or payments due hereunder. Solely for the purpose of effecting such reduction in stated capital, the Shareholders grant to, and are hereby deemed to have executed in favor of each other: (A) An irrevocable proxy to vote all of the shares of the Corporation owned by the grantor of the proxy in favor of a reduction in stated capital at a meeting of the Shareholders of the Corporation held to vote upon and authorize such reduction in stated capital or in any action taken without a meeting; and (B) An irrevocable power of attorney to execute and file any and all documents required to be signed and filed by the grantor of the power of attorney in order to effect the requisite reduction in stated capital. (C) Notwithstanding anything contained herein to the contrary, in the event of death of either of any shareholder, the estate of said shareholder shall be bound by the terms of this agreement to relinquish any rights it has to the shares of said company in exchange for the benefit of a Term life insurance policy which shall be purchased by said corporation in amounts of death benefits no less than $1,000,000.00 for shareholder Teri Nadler, and $500,000.00 for shareholder Scott B. Ugell, for a period of coverage for not less than 15 years from the date of this agreement. Such life insurance policies' death benefit amount may be increased periodically by vote of the Board of Directors, as may the length of coverage, or even the kind of coverage from term coverage to whole life or otherwise. 210 Nothing herein shall be deemed to require the Corporation to purchase any shares. 6. Purchase Price; Payment by Corporation and/or Remaining Shareholder(s). (a) The purchase price of any shares of the Corporation sold to remaining Shareholder(s) pursuant to Section 3 hereunder shall be the certificate value ("Certificate Value") thereof as hereafter defined. For the purpose of this Agreement, the Certificate Value of each share of the Corporation owned by the Shareholders shall be determined by each Shareholder's respective "shareholder's equity" in the Corporation as carried on the Corporation's balance sheet at the time of disposition. The Certificate Value shall be the product of the selling Shareholder's "shareholder's equity" multiplied by (I) one, during the period from the date hereof through and including the second anniversary date hereof or (ii) two, during the period beginning the day after the second anniversary date hereof and at all times thereafter. For purposes of this Agreement, such determination shall be made by the regular certified public accountants for the Corporation (with or without an audit as shall, in the judgment of such accountants, be appropriate) and shall be final, conclusive and binding on all of the parties hereto, including the personal or legal representatives of any deceased or disabled party. Such determination shall be made in accordance with generally accepted accounting principles and, to the extent consistent therewith, in accordance with the regular methods and practices employed by the Corporation in keeping its books; provided, however, that there shall not be included in the calculation of net earnings or net losses hereunder the net proceeds (actual proceeds less cash surrender value) realized from any insurance policy owned on the life of a deceased Shareholder. (b) The purchase price of such shares, as so determined pursuant to subparagraph (a) above, shall be paid by the purchaser's execution and delivery to the selling Shareholder, his legal representative, personal representative or heirs, as the case may be (the "Selling Shareholder") of a non-negotiable installment promissory note, in the principal amount of such purchase price (or balance thereof as provided below), bearing interest on the unpaid principal balance at the rate of 1% per annum above the "prime rate" of the Bank of New York, or any successor thereto, and payable in equal consecutive monthly installments of principal and interest over a two (2) year period, the first such payment commencing two (2) months following the Closing Date; provided, however, that if such sale shall take place at anytime on or after the second anniversary date of the date hereof the purchaser(s) of such shares being sold by the selling Shareholder shall be required to pay, on or before the Closing Date, in certified funds or by wire transfer, a down payment on such purchase price equal to 35% of such purchase price. Such note shall provide that (i) in the event of a sale of the assets of the Corporation or the dissolution and liquidation of the Corporation, the unpaid balance of such note, together with accrued interest, shall become due and payable forthwith, (ii) in the event of a default in the payment of any installment of principal or interest due thereunder, the entire unpaid balance thereof together with accrued interest, shall become due and payable at the election of the holder of the note on ten (10) days' prior written notice to the maker, unless such default is cured within such ten (10) day period, and (iii) the principal balance thereof together with accrued interest thereon, may be prepaid at any time, in whole or in part, without premium or penalty. In the event the sale of shares results from the death or disability of a Shareholder, all proceeds obtained by any purchaser of such shares from any life insurance policy(ies) or disability insurance policy(ies) maintained by such purchaser on the life of the selling Shareholder shall first be paid to the estate of such Shareholder, or to such Shareholder if disabled, and such amount shall be credited against (and reduce) the purchase price payable pursuant to the foregoing. 211 (c) (i) The closing of any sale and purchase of shares hereunder shall take place at the offices of the Corporation within ten (10) days after delivery of the filial acceptances pursuant to Section 4 hereto at a time to be designated (the "Closing Date"). In connection therewith, the Shareholders agree to execute an escrow agreement in form and substance satisfactory to them and the attorney(s) in connection with the escrow provided for below and agree to indemnify such attorney(s) and hold him (them) harmless from and against any liability arising from such escrow except for such attorney(s)' willful misconduct or gross negligence. (ii) On the Closing Date, the selling Shareholder shall deliver the certificates representing the shares being sold, endorsed in blank or accompanied by stock powers endorsed in blank to the selling Shareholder's attorneys, together with all necessary instruments of transfer and necessary tax stamps affixed, to be held by sash attorneys in escrow pending payment of the full purchase price. The selling Shareholder shall also on such date deliver to the Corporation his immediate resignation (or the immediate resignation of his designee, as the case may be) as an officer and director of the Corporation. All such shares sold hereunder shall be pledged by the purchaser to secure full payment of the note. During the period of sash escrow and pledge, the selling Shareholder shall not be entitled to vote the shares sold except on the issue of dissolution, and shall not receive any distributions on or have any rights of a shareholder with respect to such shares. In the case of a purchase from a personal representative of a deceased Shareholder, the certificates representing such shares shall also be accompanied by a certificate of the appointment of the representative, a certified copy of the Will, if any, an affidavit to the effect that all legacies, debts, claims and taxes have been paid or are amply provided for, and other applicable State tax waivers and releases of tax liens. Upon due proof being finished to such attorneys of payment of the frill purchase price, said certificates shall be delivered to the purchaser(s). (iii) in the event of a default in the making of such payments, not cured within the ten (10) day cure period referred to above, the parties agree that if the selling Shareholder so elects by written notice to the Corporation and remaining Shareholder(s) during the continuation of such default, the remaining Shareholder(s) will cause the Corporation and its subsidiaries, if any, to be liquidated and dissolved, and the selling Shareholder shall be entitled to receive the entire unpaid amount of the note, plus interest, prior to any distribution of the net assets of the Corporation to the remanding Shareholder(s). Such liquidation and dissolution shall be achieved through an orderly program calculated to protect the interests of each of the Shareholder(s) and shall take place over a period of time not to exceed one (1) year following the date of the default. To accomplish such liquidation and dissolution, each of the Shareholders hereby grant to, and is deemed to have executed in favor of the selling Shareholder; (A) an irrevocable proxy to vote all of the shares of the Corporation owned by the grantor of the proxy in favor of such liquidation and dissolution by a written consent of Shareholders without a meeting or at a meeting of the Shareholders held for the purpose of author- such liquidation and dissolution; and (B) an irrevocable power of attorney to execute and file any and all documents required to be signed and filed by the grantor of the power in order to effectuate the liquidation and dissolution of the Corporation. In the alternative, if no demand for dissolution and liquidation is made, the selling Shareholder shall have the right to demand and enforce collection of the balance of the note, with interest thereon, or, upon ten (10) days' prior written notice to the purchaser and the Corporation and without advertisement, to sell, assign, grant options to purchase, and/or deliver the pledged shares or any part thereof in such manner as the selling Shareholder, in his/her discretion, may deem proper, In any public or private sale, for cash, credit or future delivery, and to apply the net proceeds of such sale, after deducting the costs of sale, including reasonable attorney's fees and disbursements, to the payment of the unpaid principal of the note together with accrued interest. Any such sale shall be fee and clear of the restrictions imposed by this Agreement. Upon any sale of the pledged shares or any part thereof the selling Shareholder or any third party may purchase the same for his own account without accountability to the maker of the note and free and discharged of any equity of redemption. In the event there shall be a balance remaining, after the payment of the entire balance of the note plus accrued interest and all such costs and expenses, such excess proceeds shall be paid to the maker of the note. 212 7. Deemed Offers of Sale. (a) In the event of the death of a Shareholder, the personal representative of such deceased Shareholder shall be deemed to have offered all of the shares of the Corporation owned by such Shareholder for sale pursuant to Section 5 hereto as of the date of death of such Shareholder. (b) In the event of the disability of a Shareholder, such individual shall be deemed to have offered all of the shares of the Corporation owned by such Shareholder for sale pursuant to Section 5 hereof as of the last day of the "Disability Period" (as defined below). (c) For purposes of this Section 7, an individual shall be considered disabled if he or she shall become incapacitated by reason of a physical or mental disability with the result that he or she is unable to devote his or her customary time and energy to the affairs of the Corporation for a period of six (6) consecutive months, or for any shorter periods aggregating six (6) months during any period of twelve (12) consecutive months (the "Disability Period"). A Shareholder shall be entitled to receive his/her ordinary compensation arrangement during the Disability Period less any payment received by him, directly or indirectly, on account of any disability insurance policy . (d) In the event that the shares owned by any Shareholder are subject to divestiture by a court of competent jurisdiction, including, by way of example and not Limitation, an award pursuant to the equitable distribution provisions of the Domestic Relations Law of the State of New York or the similar laws of any other jurisdiction, such Shareholder shall be deemed to have made a voluntary offer, pursuant to Section 5 hereof to sell that portion of his shares in the Corporation subject to divestiture, as of the date of the applicable court order. Notwithstanding Subsection (b) below, such Shareholder shall immediately give written notice of the existence of such court order to the other parties hereto, and the time periods specified in Section 5 shall run from the date such notice is given. (e) In the event (I) a petition shall be filed by or against any Shareholder for relief pursuant to any law for the relief of debtors, (li) a Shareholder shall make an assignment for the benefit of his creditors, or (ii) there shall be a levy of execution under a judgment against any Shareholder, unless the same shall be dismissed, withdrawn, satisfied, released or cured within thirty (30) days, such Shareholder tutu be deemed to have made an irrevocable offer to sell all of his shares of the Corporation pursuant to Section 5 hereof as of the date of such event. (f) Notwithstanding the provisions of Section 5 to the contrary, notices required to be given by the selling Shareholder pursuant to Section 5 shall not be required for the purposes of offers deemed to be made pursuant to ibis Section 7, but shall be deemed given as of the date the oiler is deemed made pursuant to this Section 7. 8. Restrictive Covenant. (a) During the term of this Agreement, each Shareholder shall devote so much of his/her time and attention and apply his skill and knowledge to the business of the Corporation as shall be necessary to fulfill all his obligations thereto. In addition, for a period of three (3) years after the Closing Date of any sale of shares by a Shareholder, such Shareholder shall not, directly or indirectly, engage or participate in, or be in any manner connection with, any 'other business which is similar to or competes with any business operations or activities of the Corporation or any of its divisions, subsidiaries or affiliated companies or act as a director, officer, partner, consultant, or employee for or make any financial investment in any other firm, corporation or other such enterprise anywhere in the United States, without the express written approval of the Corporation. Nothing contained herein, however, shall restrict any Shareholder from making any investments in any business or enterprise whose securities are listed on a national securities exchange or active traded in the over-the-counter market, which business or enterprise is or might be, directly or indirectly, in competition with the business operations of the Corporation; provided, however, that such investment does not give Shareholder the right to control or influence the policy decisions of such business. 213 (b) During the term of this Agreement and at all times thereafter, no Shareholder may divulge, furnish or make accessible to anyone (other than in the regular course of business of the Corporation or at the request of the Corporation) any knowledge or information with respect to confidential or secret methods, data, ideas, creations, hardware, software, programs, codes, formulae, plans, materials and processes (including improvements and enhancements thereof) of the Corporation or any of its divisions, subsidiaries, affiliates or outside contractors including, without limitation, any customer or client lists, telephone leads, prospect lists, advertising and sales promotion materials, forms or literature and manufacturing processes (collectively, "Intangible Property"). Moreover, each Shareholder agrees that any Intangible Property that he may conceive, make, invent, develop or suggest during the term of this Agreement (whether individually or jointly with any other person or persons), relating in any way to the business or activities of the Corporation shall be the sole, exclusive and absolute property of the Corporation. Such Shareholder will immediately disclose any Intangible Property to the Corporation, except where the same is lawfully protected from disclosure as the trade secret of a third parry or by any other lawful bar to such disclosure. Each Shareholder further agrees that without either remuneration (except out-of-pocket expenses) and whether or not such Shareholder is still employed by or owns shares of the Corporation, he will, at the Corporation's request, execute and deliver any documents and give reasonable assistance which may be essential or desirable to secure to, assign, and vest in the Cow oration the sole and exclusive right, title and interest in and to such Intangible Property including, in those instances where the Corporation determines in its sole discretion, to apply for letters patent of the United States of America and (or other countries, patent applications, copyright applications, assignments, affidavits, priority claims or otherwise now or hereafter essential or desirable in the opinion of Corporation in obtaining, maintaining and (or defending such patents, copyrights or other proprietary tights and in securing to and vesting in the Corporation the sole and exclusive right, title and interest in and to such rights. (c) Each Shareholder agrees that during the term of this Agreement and for a period of three (3) years after the Closing Date of any sale of shares by him, he will not: (i) Directly or indirectly solicit, raid, entice or induce any other Shareholder or employee of the Corporation or of any of its divisions, subsidiaries or affiliated companies to be employed by any other person, firm or corporation; or (ii) Directly or indirectly approach any such Shareholder or employee for such purposes; or (iii) Authorize or knowingly approve the taking of such actions by other persons on behalf of any such person, firm or corporation or assist any such person, firm or corporation in taking such action. (d) Each Shareholder agrees that during the term of this Agreement he will not enter into on behalf of the Corporation or cause the Corporation to enter into, directly or indirectly, any transaction with any business organization in which he or any member of his immediate family may be interested as a partner, trustee, director, officer, employee, shareholder, other equity holder, lender of money or guarantor, unless the material acts as to his interest and as to the transaction are disclosed or are known to the Corporation. (e) In the event of a judicial determination of the unreasonableness, illegality or unenforceability of all or any part of these covenants with regard to tame, geographical limitations or prohibited activities, it is agreed by the parties that their intention is that this Agreement should be considered to be effective within judicially determined reasonable limits, time and prohibited activities. 214 9. Specific Performance. Inasmuch as the shares of the Corporation cannot be readily purchased or sold on the open market, irreparable damage would result in the event this Agreement is not specifically embraced. Therefore, the sights to, or obligations of; purchase and sale of shares hereunder shall be enforceable in a court of equity, or other tribunal of competent jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Agreement shall, except where otherwise specifically provided, be cumulative and not exclusive and shall be in addition to any other remedies which any party may have under this Agreement or otherwise. 10. After-Acquired Shares. The terms and provisions of this Agreement shall apply to all of the shares of the Corporation now owned or which may hereafter be issued to the Shareholders in consequence of any additional issuance, purchase, exchange or reclassification of shares, corporate reorganization, or any other form of recapitalization, consolidation, merger, share split-up, share dividend or distribution or which are acquired by the Shareholders in any other manner whatsoever. 11. Legend. Each certificate representing shares of the Corporation owned by the parties hereto or by any persons subject to the provisions of this Agreement shall have stamped, printed or typed thereon the following legend: "This certificate and the shares represented hereby are subject to and transferable only in accordance with the provisions of a certain Shareholders' Agreement dated as of January 17, 2000 among Teri Nadler, Scott B. Ugell, Jean Hickman, Carol Nelson, Ken Nelson, Alicia Torrealba and Karyn Mcknight., the Corporation, a copy of which is on file with the Secretary of the Corporation." 12. Agreement by Corporation. The Corporation hereby agrees that it will not at any time permit any transfer to be made on its books or records of the certificates representing the shares of any Shareholder unless such transfer is made pursuant to and is in accordance with the terms and conditions of this Agreement. 13. Terminal. This Agreement shall terminate upon the earliest of (a) The unanimous consent in writing of all of the then shareholders of the Corporation; or (b) The expiration of thirty (30) days after a petition in bankruptcy shall have been filed by or against the Corporation and such petition shall not have been discharged during such thirty (30) day period; or upon an assignment by the Corporation for the benefit of its creditors; or upon the expiration of thirty (30) days after the commencement of any proceeding under any Act of Congress or state governmental authority for the relief of debtors seeking the relief or readjustment of indebtedness either through reorganization, composition, extension or otherwise, and such proceeding involving the Corporation as debtor shall not have been vacated within such thirty (30) day period; or upon the voluntary or involuntary dissolution of the Corporation; or (c) The sale of all or substantially all the Corporation's assets. 14. Finances: Records. (a) All cash; checks and instruments fir the payment of monies shall be deposited in the Corporation's bank account(s) as may be selected by the Board of Directors. 215 (b) The directors and officers of the Corporation shall cause the accountants for the Corporation to deliver each Shareholder, not less frequently than annually and no later than by March 15th of the succeeding year (unless the Corporation shall have validly and timely filed for an extension of its filing due date on all Federal, state and local tax returns based upon income required to be filed by it, in which event such date shall be deferred to the latest effective date of such filing extensions); true and complete copies of Schedule K-1 to Form 1120S and/or such other or additional forms as the Corporation may be required to file, in order fir each shareholder to adequately prepare his individual tax returns. The first such statement shall be delivered within 73 days following the end of the Corporation's first fiscal year. (c) The parties agree that each party hereto shall have the right, during normal business hours, to have the books of the Corporation examined and/or audited by a certified public accountant of his choosing, at his own expense. 15. Complete Agreement and Survival of Covenants. This Agreement constitutes the complete understanding among the parties hereto with respect to its subject matter and no alteration, modification or amendment of any of the provisions hereof shall be valid unless made in writing and signed by all of the parties hereto. Termination of this Agreement shall have no effect on the rights of any party against any other party hereunder in respect of acts or omissions prior to such termination, or upon the obligations of any party which are specifically stated to or necessarily extend beyond the date of termination. 16. Successors and Assigns. Neither this Agreement nor any of the rights and obligations hereunder shall be assignable by any party hereto except with the prior written consent of all other parties hereto. All of the terms of this Agreement shall inure to the benefit of and shall be binding upon the heirs, personal representatives, legal representatives, successors and permitted assigns of the individual parties hereto and upon the successors and permitted assigns of the Corporation. 17. Notices. All notices, offers and other communications made under or pursuant to the terms of this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid, via Federal Express or similar overnight courier service (provided it gives receipts for all packages picked up) or personally delivered against receipt, to the respective addresses of the parties as first set forth herein, or to such other address as shall hereafter be designated by any party for the giving of such notices, by written notice to the other parties given in accordance herewith. 18. . This Agreement, its performance and the rights, obligations and remedies of the parties hereto, shall be construed and governed by the laws of the State of New York without regard to its principles of conflict of laws. 19. Amendment of Certificate of Incorporation or By-laws. Each Shareholder agrees that he will consent to and approve any amendment of the Certificate of incorporation or by-laws of the Corporation which may be necessary or advisable in order to conform any of the provisions of this Agreement or any amendments hereto to the applicable laws of the State of New York now or hereafter enacted, including, without limitation; the New York Business Corporation Law. Each Shareholder further agrees to vote his shares of the Corporation and to execute and deliver such documents as may be necessary in order to implement the provisions of the preceding sentence. In furtherance of the foregoing, each Shareholder hereby grants to the other Shareholder(s), for the duration of the Term hereof, an irrevocable proxy to vote all the shares of the Corporation owned by such Shareholder in accordance with the terms and provisions of this Section 19. 216 20. Construction. As the context so requires, terms herein in the masculine form shall be construed as including the feminine form as well as neater and the singular form shall include the plural and vice versa. 21. Counterparts. This Agreement maybe executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. VISTA VACATIONS INTERNATIONAL , INC. Seal By: /s/ Teri Nadler By: /s/ Scott B. Ugell By: /s/ Jean Hickman By: /s/ Carol Nelson By: /s/ Ken Nelson By: /s/ Alicia Torrealba By: Karyn Mcknight 217 EX-10.11.VV 15 CARNIVAL CRUISE OVERRIDE COMMISSION AGREEMENT CARNIVAL March 18, 1999 Ms. Teri Nadler Vista Vacations 5653 NW 29th Street Margate, FL 33063 954-975-0898 Re: Override Commission Agreement Dear Teri, It was terrific speaking with you back in January! As we discussed, Vicke agreed to increase your commission to 15%, even though we normally require 85 sailed guests for members of The Consortium to earn 15%. Whenever we make this type of exception it is for a six-month trial period, after which we review your progress. We know you'll come through with flying colors! The complete details of your commission program are detailed below. Commission Level Targets: As a member of The Consortium your commission level is determined by comparing the number of guests sailed by your agency in a calendar year to the targets listed below. Commission2 Annual Sailed Guests ------------ --------------------- 10% 0-12 12% 13-39 13% 40-59 14% 60-84 15% 85-349 16% 350 + 1 Note: Productivity is calculated on a calendar year basis in seven-day equivalents (2-5 day guests count 1/2, 6-9 day guests count as one, 10-12 day guests count 1 1/2 and 13+ day guests count as two ). Free group and reduced agent's fares are not counted. Guests are considered "sailed" once their cruise is completed. Ship charters are not covered by this agreement and do not count toward productivity goals. Commission at Source/Effective Dates: Vista Vacations will receive 15% at source2 on the cruise-only fare of all individual and group guests booked between January 12, 1999 and July 11, 1999. 2. Note: Pre/Post option packages, the Cruise Vacation Protection Plansm, FlyAweighR Airfare Supplements and cruise-only transfers are commissionable at 10%. Port charges and all 218 taxes/fees are non-commissionable. Port charges include: taxes/fees assessed by governmental and other agencies; costs incidental to entering/leaving ports such as pilotage; and costs incurred while in port such as stevedoring, waste removal and payroll for port-related functions. Carnival reserves the right to change at any time, without notice, commission levels, the items that qualify for override commission and the items that are commissionable. Renewal Requirements: In July 1999 we will evaluate the continuation of your 15% commission by determining if you are on track toward sailing a minimum of 85 guests in 1999. Should you fall short of this target, your commission will be adjusted based on the chart above. Please note that the productivity targets in the chart above are applicable only to The Consortium members. If your membership lapses during the term of this agreement, then Carnival's standard individual Override targets will become effective. Product Description: This agreement covers all of the Carnival brand cruise products in all categories for sailings to The Bahamas, the Caribbean, Mexico, the Panama Canal, Alaska and Hawaii. Any special cruise oportunities, additions to the flwwt and/or new deployment will be covered as well. Preferred Supplier Commitment: Carnival Cruise Lines will receive "Preferred Supplier" status for all of our products. This means that, in exchange for the override commission and sales/marketing support, Carnival Cruise Lines should be a primary cruise line supported by your agency in the contemporary market. Trademarks: Vista Vacations may not use any trademark or trade name of Carnival , or any similar trademark or trade name, in advertising or elsewhere without first obtaining Carnival's written approval (except for any advertising materials supplied to you by Carnival). Vista Vacations may not use any Carnival trademark or trade name as part of its corporate, business or trade name. Relationship of Parties: Vista Vacations acknowledges and agrees that it is an independent contractor, and that it shall not act as an employee, agent, franchise, or licensee of Carnival. Vista Vacations shall be solely responsible for its liabilities and expenses in connection with this agreement and the operation of its business. Vista Vacations acknowledges that it is an agent of its respective customers and not an agent of Carnival. Wholesaling: Wholesaling of Carnival Cruise Lines' products is strictly prohibited. Carnival Cruise Lines reserves the right to cancel this agreement if Vista Vacations wholesales our product. Indemnification: Vista Vacations shall indemnify and hold harmless Carnival from and against all claims, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or in connection with (i) the acts, commissions or statements of any employee, agent or representative of Vista Vacations, (ii) the operation of Vista Vacation's business, (iii) Vista Vacation's failure to deliver any passenger ticket document to a customer promptly after receipt of each such document from Carnival, or (iv) any breach of this letter agreement by Vista Vacations. 219 Governing Law/Venue: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Vista Vacations agrees that any and all lawsuits arising out of or relating in any way to this Agreement shall be litigated only in the state of federal courts sitting in Miami-Dade County, Florida, and Vista Vacations hereby submits to the jurisdiction of each of such courts for such purposes. Confidentiality: Vista Vacations shall keep the terms of this agreement and any business information of Carnival strictly confidential. This Agreement represents the complete commission arrangement between Vista Vacations and Carnival Cruise Lines and supercedes any prior or contemporaneous agreements. By continuing to make bookings with Carnival following receipt of this Agreement, Vista Vacations is agreeing to all of the terms and conditions contained herein. Teri, we sincerely appreciate your support of Carnival Cruise Lines and are confident that this commission exception will help us significantly build our business together. We are very pleased to be working with you and look forward to a successful 1999! Best Regards, /s/ Fred Stein Fred Stein Supervisor, Agency Compensation CC: Christine Arnholt, Tracey Kelly, Janice Lynne 220 EX-10.12.VV 16 MEMBERSHIP AGREEMENT WITH VACATION.COM VACATIONS.COM North America's Largest Vacation Selling Network February 9, 2000 Teri Nadler Vista Vacations International 5653 NW 29th Street Margate, FL 33063 Dear Teri: We congratulate you for a year of hard work and dedication! Vacation.com is proud to include you among our elite group of success-oriented agencies and is pleased to renew your membership! Renewing is simple and seamless: Complete the enclosed APPLICATION in its entirety date and sign. Issue a check for the MEMBERSHIP FEE as indicated on the enclosed invoice. Mail the APPLICATION and the MEMBERSHIP FEE to Vacation.com today. A return envelope is enclosed for your convenience. Your agency will continue receiving preferred supplier overrides, plus an arsenal of exclusive offers including upgrades, ship board credits, extra discount certificates, select-sailing exclusive offers and group rates. We look forward to another record-breaking year! VACATION.COM Member Renewal MEMBERSHIP APPLICATION FORM Today's date: 2/11/00 Agency Name: Vista Vacations International Street Address: 5653 NW 29th Street City: Margate State: Florida Zip Code: 33063 E-mail address: Terie@flinet.com URL Address: Telephone: 954-975-0898 Fax: 954-975-8447 List any existing Consortium/Co-op/Franchise Affiliations: none CLIA number: 00526993 Date of CLIA Appointment: 11/1/98 Date of IATA Appoiuntment: Pending Home Office No. of Years in Business: 1 No. of Employees: 6 No. of Years at this Location: 1 Annual Volume: $1.2 MIL Name of Owners who are Full-time employees: Teri Nadler, Jean Hickman, Alicia Torrealba Percentage of Business: Retail 100% Description of Agency: "Mostly Independent home based agents 221 An agreement is made by and between Vacation.com, a corporation organized and existing under the laws of the State of New York, having as principal place of business in West Islip, New York and the following company thereinafter referred to as travel agent. Vacation.com is engaged in Travel Industry Marketing and has developed and continues to use in connection with its business certain trademarks copyrights proprietary interests service marks and trade names, including the Vacation.com logo to identify the corporation to the public. The parties therefore agree as follows: 1) Vacation.com will not accept any dual affiliation with any other Travel Industry Marketing association: travel consortium or cooperative franchise affiliation, immediate action will be take to remove your agency from Vacation.com'c agency membership. Travel agent hereby agrees to utilize Vacation.com system of Travel Industry Marketing and recognize Vacation.com as the primary consortium/co-op/franchise affiliation with all suppliers. 2) Vacation.com hereby grants the travel agent the right to use certain Vacation.com trademarks owned and used by Vacation.com for as long as a Member is in good standing. Member upon termination of membership, shall be required to cease in the use and return of any and and all Vacation.com identifications, logos, trademarks, materials, information and lists or facsimile thereof Vacation.com reserves the right to require as a condition of the continuation of this agreement, that Member establish or maintain in good standing, appointment in ARC, IATA or CLIA. Member agrees that in the event it is also a member of and has override or residual agreements through another travel sales and marketing consortium, co-op, association or entity, Vacation.com will be the marketing affiliation through which overrides will be earned and all such other former agreements will be thereby superseded. This agreement supersedes and nullifies and previous Vacation.com membership agreements. 3) Vacation.com agrees to cooperate with and make available tot he travel agent, operating and marketing procedures to assist the travel agent in implementing the Vacatiopn.com system of Travel Industry Marketing. Vacation.com will provide each member with a specific list of suppliers. Vacation.com will provide information on procedures and commissions on a regular basis. 4) Vacation.com shall have the right, upon written notice to travel agent, to terminate this agreement in the event travel agent shall become insolvent, file for bankruptcy, commit acts detrimental tot he travel public or the Vacation.com name and reputation. Vacation.com agrees that it will use its best efforts, subject to compliance with all applicable federal state and local laws, to negotiate with various Preferred Suppliers (hereinafter called "suppliers") of air, land or sea travel, and other services and products for commissions or discounts for members of Vacation.com. In return, Member agrees to use best effort, to promote and sell Vacation.com preferred suppliers. The names of such suppliers shall be provided to the Member by Vacation.com, but the Member shall not be 222 required to act as agent for any supplier and shall be permitted to negotiate with any supplier with respect to commissions without regard to Vacation.com. Vacation.com will make an effort to correct the condition, but shall not be held liable for default, errors or omissions on the part of the suppliers to perform according to terms of or to renew the supplier contract with Vacation.com. Vacation.com will periodically evaluate Members production with Preferred Suppliers and reserves the right to terminate agreement due to low productivity. 5) Vacation.com shall prepare a schedule of override commissions and pay to travel agent a portion of said override commissions. Override commissions shall be considered as any payments made to Vacation.com or to the travel agent by suppliers of travel service as a result of the Vacation.com efforts and their systems of marketing. The travel agent agrees that Vacation.com may collect override commissions as travel agent's representative. Inclusion in Preferred Supplier override commission programs is at the discretion of individual Preferred Suppliers. Members must be in good standing with Vacation.com to receive such overrides. 6) It is understood by both parties in the relationship that the travel agent is an independent contractor who is not authorized to enter into any contract on behalf of Vacation.com. Neither party shall be obligated for any act or omission of the other, and each shall hold harmless and indemnify the other against any and all claims with respect to the operations of the travel agent and Vacation.com. 7) Membership will be effective on the first day of the following month upon receipt of fees, affiliation letter and at the sole discretion and approval of Vacation.com. 8) This agreement constitutes the entire agreement between the parties. 9) This agreement shall be governed by the laws of the State of New York. In witness whereof the parties hereto have signed this agreement the day and year fiurst written below: Agency: Vista Vacation International Name: Teri Nadler, Pres. Date 2/11/00 VACATION.COM 754 Montauk Highway West Islip, NY 11795 Date: 2/8/00 Inv #438 Bill To Teri Nadler Vista Vacations International 5653 NW 29th Street Margate, FL 33063 Membership Dues February 2000 to February 2001 $300.00 Encls. 223 EX-10.13.VV 17 AGREEMENT WITH DALE EVERLY COLSON COMPENSATION FOR PUBLIC RELATIONS / CORPORATE COMMUNICATIONS I suggest an annual retainer of $15,000.00, which would include up to 200 hours of my time per year. Once 200 hours have been consumed, additional time requested and/or required will be billed at the rate of $100.00 per hour. Out of pocket expenses on behalf of Vista Vacations will be reimbursed. The calculation of hours will include but will not be limited to: o Weekly review of travel trade press in search of appropriate promotional opportunities o Monthly review of consumer travel related publications in search of appropriate promotional opportunities o Time spent preparing press releases, writing appropriate Letters to the Editor, newsletters, articles, training manuals, curricula, etc. o Time spent providing consultation services to the CEO and/or Marketing Director o Travel time when travel is required. Accurate records of hours spent and activities engaged in during those hours will be kept and a monthly summary of "hour balance" remaining will be submitted. If the 100 hours covered by the annual retainer are exceeded, a monthly statement of billable hours and an invoice for same will be submitted 224 EX-10.14.VV 18 AGREEMENT FOR PROFESSIONAL SERVICES WITH WRI AGREEMENT FOR PROFESSIONAL SERVICES AGREEMENT made this 10th day of March, 2000, between Vista Vacations, Inc., a Florida corporation, hereinafter referred to as the "Client" and Wiwebs.com, inc., a Florida corporation hereinafter referred to as "WRI" or the "Professional" ; Recitals The Client is engaged in the business of marketing vacation packages and has its principal place of business at Margate, Florida. The Client is currently engaged in a project to modernize and update its website and desires to engage the services of the Professional to assist in such project and to render services on the terms and conditions provided in this agreement. The Professional is a website design and hosting company, duly licensed to do business in the State of Florida, and desires to render professional services for the Client as provided herein. THEREFORE, the Client engages the services of the Professional and in consideration of the mutual promises contained in this agreement, the parties agree as follows: Term 1. This agreement shall be for a minimum one year period, commencing on or about March 1, 2000. Services 2. The Professional will perform the following services at the prescribed rates and payment schedule to this Client only: Phase 1: $2500.00 For the Opening Flash (a 10-15 second presentation). $100.00 per hour for design and graphics $125.00 per hour for database programming and IT work. Minimum of $125.00 per month to maximum of $600.00 per month for the co-location of the server and the administration fees, to begin on or about July 1st 2000 if applicable. A live Stats package will be provided free with the purchase of the contract. Services will also include the following: 1) an Initial Set-Up, including the compilation of required agent database information; 2) Database Interface, which will allow Client to utilize the information in the database to send membership forms, create reports, et al; 3) Creation of an Inactive Agent database; 4) EMHL Function Database, which will allow Client to send E-mails to one or all members of travel programs; 5) Auto reports as identified, which will automatically run as the parameters are set; 6) Auto Response, which is required for member sign-ups; 7) Password Protection, which allows the system to assign a user-ID and Password to members to allow them to access the Agent-only sections; 8) CGI Forms; 9)Locator site; 10) Replicator sites; 11) live stats package 225 1. Both parties understand and agree that this contract is limited to 12 months and can be renewed if both parties agree the relationship has met with both parties' expectations. 2. WRI understands and agrees "that time is of the essence" in creating and updating Vista's website and online reservation system, which therefore may require extra hours over and above the maximum $10,000.00 budget allowance to be paid to WRI, thereby requiring deferred payments to WRI from Vista. Vista understands and agrees that this contract is for $120,000.00, Should WRI bill $120,000 in hourly increments prior to the end of the 12 month period, Vista agrees to continue to pay WRI $10,000.00 per month even if ongoing work has ceased. Of course, any additional terms can be worked out at any time, but must be in writing. b. To maintain Vista's continuity, and create new "design and graphics", WRI anticipates there will be the same amount of information in the new site as was in Vista's old site, approximately 56 pages for the beginning process. It takes approximately 1.67 hours per page for the creation of new design for an initial cost of $9,352.00. This does not necessarily need to be the first priority and can be assessed prior to starting. This amount is included in the bill-paying agreement of $10,000.00 per month. c. WRI will include the networking of Vista's in-house computers as part of the start-up using one Vista's existing servers as the network server. This will take approximately 4-8 hours including all necessary wiring and materials at $125.00 per hour. WRI will also include free database training at 1 day per week for 5 weeks to ensure efficiency for all concerned. Database programming will include but not be limited to: In-house online inventory, including prompt and search capabilities, reservation forms including our enrollment form with charge card payment capability which will have a "shipping fee" to offset applicable points and Free emails for all Vista In-house agents. d. The monthly fee for collocation of the server and the administration fees will not begin until the site is published and in the tweaking stage, and will range between $125.00 per month and $600.00 per month depending on the size of the site and its components to begin on or about July 1st, 2000. Phase 2: Phase 2 of this proposal is for the CD-ROM marketing disc. .WRI will provide the Client a 2-3 minute flash presentation on CD-ROM along with Internet Explorer 5.0, which together with the website address, will provide a gateway to the Internet for those who install it into their computer. This will increase traffic to the site and give ease in location as well. One time set-up fee will be $1600.00, and the price of dics is $8.00 each when sold in 100 bulk quantities. Phase 2 also includes online tutorial classes, with time lengths expected to be 5-12 minutes each of presentation. Additionally, Phase 2 will include the expansion of the website, including additional database features such as International Agent Locators, 2-page sites for individual agents, and Search capabilities to locate information for both Agents and Customers. 226 Phase 3: Phase 3 is attached as Exhibit "A" and incorporated herewith. Use of Agents or Assistants 3. To the extent reasonably necessary to enable the Professional to perform the duties under this contract, the Professional is authorized to engage the services of any agents or assistants that the Professional may deem proper and further to employ, engage, or retain the services of such other persons or corporations to aid or assist the Professional in the proper performance of the duties. The cost of the services of agents or assistants shall not be chargeable directly to the Client, nor shall any expenses incurred by the Professional in engaging such agents or assistants be reimbursed by the Client without the expressed written consent of the Client. Facilities, Supplies, and Equipment 4. Facilities will be the production offices of WRI. Schedule of Payments 5. For services to be rendered under this agreement, the Professional shall be paid as follows: $10,000.00 as a retainer fee on commencement of this agreement and the balance at the rate of $10,000.00 per month on the first day of each month following the commencement of this Agreement. Failure to make payment as stated above may result in the downloading of Client website onto disc without access to Client until all balances are paid in full. Devotion of Time 6. The Professional shall devote such time to the performance of the duties under this agreement as is reasonably necessary for a satisfactory performance. Should the Client require additional services not included in this agreement, the Professional shall make a reasonable effort to perform the additional services without decreasing the effectiveness of the performance of the duties required by this contract. Entire Agreement 7. This agreement supersedes any and all other agreements, either oral or in writing, between the parties to this agreement with respect to its subject matter, and no other agreement, statement, or promise relating to the subject matter of this agreement that is not contained in it shall be valid or binding. Assignment 8. Neither this agreement nor any duties or obligations under this agreement shall be assignable by the Professional without the prior written consent of the Client. In the event of an assignment by the Professional to which the Client has consented, the assignee or the assignee's legal representative shall agree in writing with the Client to personally assume, perform, and be bound by the covenants, obligations, and agreements contained in this contract. Successors and Assigns 9. Subject to the provision regarding assignment, this agreement shall be binding on the heirs, executors, administrators, legal representatives, successors, and assigns of the respective parties. 227 Attorney's Fees 10. If any action at law or in equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to any other relief that may be available. Governing Law 11. The validity of this agreement and of any of its terms or provisions, as well as the rights and duties of the parties to this agreement, shall be governed by the laws of the State of Florida. Amendment 12. This agreement may be amended by the mutual agreement of the contracting parties in a writing to be attached to and incorporated into this agreement. Legal Construction 13. In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision of this agreement and this agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it. Executed at Margate [city], Florida [state], on the day and year first written above. WRI Webs.com by: /s/ Debrah Grant __________________________ [signature of professional] Vista Vacations international by: /s/ Teri Nadler, President __________________________ {signature of client] 228 EX-10.15.VV 19 SUPERSEDER AND CONVERSION AGREEMENT Superseder & Conversion Agreement This Superseder & Conversion Agreement (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively); Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"); and, Nellie Tippery, a Washington resident ("Ms. Tippery"), AmeriNet, Vista Vacations and Ms. Tippery being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, Ms. Tippery has in various documents and instruments been described as both a creditor and investor of Vista Vacations, and in conjunction with a proposed acquisition of Vista Vacations by AmeriNet, the status of Ms. Tippery must be clearly established; and WHEREAS, as a condition to AmeriNet's acquisition of Vista Vacations, Ms. Tippery must be deemed solely a creditor of Vista Vacations and must irrevocably agree to convert all debts, liabilities and obligations owed to her by Vista Vacations into the right to receive 66,667 shares of AmeriNet's common stock; and WHEREAS, in order to induce AmeriNet to acquire Vista Vacations, Ms. Tippery has agreed to irrevocably convert all of Vista Vacations' debts, obligations and liabilities to her or her affiliates, including, without limitation, loans aggregating at least $180,000, into the right to receive 66,667 shares of AmeriNet Common Stock: NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article I Definitions The following terms or phrases, as used in this Agreement, shall have the following meanings: (A) Accredited Investor: An investor that meets the requirements for treatment as an accredited investor, as defined in Rule 501(a) of Commission Regulation D, which provides as follows: Accredited investor. "Accredited investor" shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. 229 Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in ss.230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (B) Commission: The United States Securities and Exchange Commission (C) Exchange Act The Securities Exchange Act of 1934, as amended. (D) Exchange Act Reports: The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and Commission Schedules 14A and 14C, that AmeriNet is required to file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act. (E) Washington Act: The Securities Act of Washington (F) Washington Rule: WAC Rule 460-44A-050: Isolated transactions, Sales not involving a public offering: 230 (1) An "isolated transaction" within the meaning of RCW 21.20.320(1) includes: (a) Subject to the limitation of (b) of this subsection, any sale of an outstanding security by or on behalf of a person not in control of the issuer or controlled by the issuer or under common control with the issuer and not involving a distribution; (b) Any sale satisfying the requirements of (a) of this subsection that is effected through a broker-dealer, provided that it is one of not more than three such transactions effected by or through the broker-dealer in this state during the prior twelve months; (c) Any sale of an outstanding security by or on behalf of a person in control of the issuer or controlled by the issuer or under common control with the issuer if the sale is effected pursuant to: (i) Brokers' transactions in accordance with section 4(4) of the Securities Act of 1933 and Rule 144 thereunder; or (ii) Any other transaction not effected through a broker-dealer and not involving a distribution, if the sale, including any other sales of securities of the same class during the prior twelve months inside or outside this state by the person, does not exceed 1% of the outstanding shares or units of that class; or (d) Any sale of a security by or on behalf of an issuer that is one of not more than three such transactions inside or outside this state during the prior twenty-four months. An exemption provided by (a), (b), (c), or (d) of this subsection shall not be available for any offering made in a manner inconsistent with the limitations set forth in (a), (b), (c), or (d) of this subsection, respectively. (2) "Sales not involving a public offering," within the meaning of RCW 21.20.320(1), is interpreted by the director in a manner consistent with section 4(2) of the federal Securities Act of 1933 and Securities and Exchange Commission Act Release No. 4552. (G) Reorganization Agreement The agreement between AmeriNet and all of the stockholders of Vista Vacations pursuant to which AmeriNet will acquire all of Vista Vacation's common stock in exchange for shares of AmeriNet common stock, a copy of which is annexed hereto and made a part hereof as exhibit 1(F). (H) Securities Act The Securities Act of 1933, as amended. 231 Article II Conversion Subject to the condition precedent that Closing on the Reorganization Agreement takes place on or before April 30, 2000: (A) (1) Ms. Tippery hereby irrevocably agrees to convert all of Vista Vacations' debts, obligations and liabilities to her or her affiliates, including, without limitation, loans aggregating at least $180,000, into the right to receive 66,667 shares of AmeriNet Common Stock (the "Tippery Shares"). (2) The conversion shall be effective without any further required action or documentation by Ms. Tippery in the event that the Reorganization Agreement is Closed upon prior to April 30, 2000. (3) In the event that the Reorganization Agreement is not Closed upon prior to April 30, 2000, then this Agreement shall be deemed null and void, as if it had never been entered into, and Ms. Tippery and Vista Vacations shall resume all relationships and obligations between them, as existed prior to the execution hereof. (B) (1) In consideration for Ms. Tippery's conversion of all of Vista Vacations' debts, obligations and liabilities to her or her affiliates, including, without limitation, loans aggregating at least $180,000 into the Tippery Shares, AmeriNet hereby agrees to issue the Tippery Shares to the order of Ms. Tippery. (2) In the event that the Reorganization Agreement is not Closed upon prior to April 30, 2000, then this Agreement shall be deemed null and void, as if it had never been entered into, and Ms. Tippery and AmeriNet shall have no rights or liabilities as to each other based on this Agreement or matters incidental thereto. (C) Subject to the condition precedent reflected above, the Tippery Shares shall be issued to Ms. Tippery following closing on AmeriNet's acquisition of Vista Vacations (the "Closing"), concurrently with the issuance of shares of AmeriNet's common stock to the holders of Vista Vacations' common stock immediately preceding the Closing, in reliance on the exemption from registration under the Securities Act provided by Section 4(6) thereof based on Ms. Tippery's status as an Accredited Investor. (D) As a material inducement to AmeriNet's consideration of Ms. Tippery's offer to convert all of Vista Vacation's obligations, liabilities and debts owed to her and her affiliates into the Tippery Stock, Ms. Tippery represents, warrants and covenants to AmeriNet, as follows: (1) Ms. Tippery is familiar with the requirements for treatment as an "accredited investor" under Regulation D and Section 4(6) of the Securities Act and meets one or more of the definitions of an "accredited investor" contained in Rule 501(a) promulgated under authority of Securities Act and has, alone or together with her advisors or representatives, if any, such knowledge and experience in financial matters that Ms. Tippery is capable of evaluating the relative risks and merits of this subscription, the text of Rule 501(a) being set forth, in full, above; (2) Ms. Tippery acknowledges that she has, based on her own substantial experience, the ability to evaluate the transactions contemplated hereby and the merits and risks thereof in general and the suitability of the transaction for her in particular; (3) (a) Ms. Tippery understands that the offer and issuance of the AmeriNet Stock is being made in reliance on Ms. Tippery's representation that she has reviewed all of AmeriNet's reports filed with the Commission during the past 12 months and posted on the Commission's Internet 232 web site (www.sec.gov) under the EDGAR Archives sub site, and has become familiar with the information disclosed therein, including that contained in exhibits filed with such reports. (b) Ms. Tippery is fully aware of the material risks associated with becoming an investor in AmeriNet and confirms that she was previously informed that all documents, records and books pertaining to this investment have been available from AmeriNet and that all docu ments, records and books pertaining to this transaction requested by her have been made available to her; (4) Ms. Tippery has had an opportunity to ask questions of and receive answers from the officers of AmeriNet concerning the terms and conditions of this Agreement and the transactions contemplated hereby, as well as the affairs of AmeriNet and related matters; (5) Ms. Tippery has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraphs (a), (b), (c) and (d) hereof, as well as to supplement the information in the Exchange Act Reports. (6) Ms. Tippery has represented to Vista Vacations that she has the general ability to bear the risks of the subject transaction and that she is a suitable investor for a private offering and Ms. Tippery hereby affirms the correctness of such information to AmeriNet, including, without limitation, the representations in the form of the investment letter annexed hereto and made a part hereof as exhibit 3(D)(6); (7) Ms. Tippery acknowledges and is aware that: (a) The AmeriNet Stock is a speculative investment with no assurance that AmeriNet will be successful, or if successful, that such success will result in payments to Ms. Tippery or to realization of capital gains by Ms. Tippery on disposition of the AmeriNet Stock; and (b) The AmeriNet Stock to be issued to her has not been registered under the Securities Act or under any state securities laws, accordingly Ms. Tippery may have to hold such common stock and may not be able to liquidate, pledge, hypothecate, assign or transfer it; (8) Ms. Tippery has obtained her own opinion from her legal counsel to the effect that after an examination of the transactions associated herewith and the applicable law, no action needs to be taken by either Ms. Tippery or AmeriNet in conjunction with this Agreement and the issuance of the AmeriNet Stock in conjunction therewith, other than such actions as have already been taken in order to comply with the securities law requirements of Ms. Tippery's state of domicile; and (9) (a) The certificates for the AmeriNet Stock will bear restrictive legends and AmeriNet's transfer agent will be instructed not to transfer the subject securities unless they have been registered pursuant to Section 6 of the Securities Act or an opinion of counsel to Ms. Tippery satisfactory to legal counsel to AmeriNet and AmeriNet's president has been provided, to the effect that the proposed transaction is exempt from registration requirements imposed by the Securities Act, the Exchange Act and any applicable state or foreign laws. (b) The legend shall read as follows: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(6) of such act, and comparable state law provisions. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to AmeriNet's satisfaction." 233 Article III Superseder (A) The terms of this Agreement supersede the terms of all other agreements between Vista Vacation and Ms. Tippery and her affiliates, all of which will be henceforth null and void as if they had never been entered into, this Agreement being deemed a novation, settlement accord and satisfaction of all such prior agreements. (B) In consideration for the exchange of covenants reflected above but excepting only the obligations created by this Agreement, Vista Vacations and Ms. Tippery hereby each release, discharge and forgive the other, and each of the others' subsidiaries, affiliates, members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. Article IV General Provisions 4.1 Interpretation. (A) When a reference is made in this Agreement to Schedules or Exhibits, such reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 4.2 Notice. (A) All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 234 (1) To AmeriNet: AmeriNet Group.com, Inc. Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail michael@amerinetgroup.com; with a copy to G. Richard Chamberlin, Esquire; General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, grichard@atlantic.net. (2) To Vista Vacations: Vista Vacations International, Inc. 5653 Northwest 29th Street; Margate, Florida 33063 Attention: Teri Nadler, President Telephone (954) 975-0898; Fax (954) 975-8447; e-mail terie@flinet.com; with a fax copy to Scott Ugell 155 North Main Street; New City, New York 10956 Telephone (914) 639-7011; Fax (914) 639-7088; and, e-mail esqjudge@aol.com (3) Ms. Tippery: Ms. Nellie Tippery 219 East Wiser lake Road; Lyden, Washington 98264 Social Security Number ###-##-#### Telephone (360) 354-0600; Fax (360) 354-0630 or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (C) (1) The Parties acknowledge that the Yankee Companies, Inc., a Florida corporation ("Yankees") serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on their behalf. (3) The decision by any Party not to use the services of legal counsel in conjunction with this transaction shall be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent AmeriNet's general counsel, who has reviewed, approved and caused modifications on behalf of AmeriNet, from representing anyone other than AmeriNet in this transaction. 235 4.3 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and shall be of no force or effect. 4.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and the Reorganization and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.5 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 4.6 Governing Law. This Agreement shall be construed in accordance with the substantive and procedural laws of the State of Delaware (other than those regulating Taxation and choice of law). 4.7 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 4.8 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (B) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: 236 (1) (a) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from six alternatives to be provided, two by Ms. Nadler, two by AmeriNet and two by Vista Vacations. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, two by Ms. Nadler, two by AmeriNet and two by Vista Vacations. (3) (a) Expenses of mediation shall be borne equally by the Parties, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties involved. 4.9 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 4.10 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 4.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement which shall be the document filed with the Commission. 4.12 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by G. Richard Chamberlin, Esquire, AmeriNet's acting general counsel. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. 237 (C) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. In Witness Whereof, AmeriNet, Vista Vacations and Ms. Tippery have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, sealed and delivered In Our Presence: AmeriNet Group.com, Inc. _________________________________ (A Delaware corporation) _________________________________ By: /s/ Michael H. Jordan _____________________________ Michael H. Jordan, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey _____________________________ Vanessa H. Lindsey, Secretary Dated: March 12, 2000 State of Florida } County of Palm Beach } ss.: On this 12th day of March, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Michael H. Jordan and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 26 day of April, 2004. {Seal} /s/ Charles S. Scimeca -------------------------------- Notary Public 238 Vista Vacations International, Inc. _________________________________ (a Florida corporation) _________________________________ By: /s/ Teri Nadler _____________________________ Teri Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba _____________________________ Alicia Torrealba, Secretary Dated: March 12, 2000 State of Florida } County of Broward } ss.: On this 12th day of March, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Teri Nadler and Alicia Torrealba, to me known, and known to me to be the president and secretary of Vista Vacations International, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of Vista Vacations International, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 26 day of April, 2004. (Seal) /s/ Chales J. Scimeca ---------------------------- Notary Public - --------------------------------- /s/ Nellie Tippery - --------------------------------- --------------------------- Nellie Tippery Dated: March 12, 2000 State of California } County of Riverside } ss.: On this 13th day of March, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Nellie Tippery, to me known, and known to me to be the person who executed the foregoing instrument, and acknowledged the execution thereof to be her free act and deed for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 26 day of September, 2002. (Seal) /s/ Shirley J. Schwilk ---------------------------- Notary Public 239 Exhibit 1(F) The Reorganization Agreement This exhibit has been provided to Ms. Tippery under separate cover, and by her initials on the bottom of this page, such receipt is hereby acknowledged. Exhibit 3(D)(6) Ms. Tippery's Investment Letter March 12, 2000 Michael Harris Jordan President AmeriNet Group.com, Inc. Crystal Corporate Center 2500 North Military Trail, Suite 225-C Boca Raton, Florida 33431 Re.: Conversion of Vista Vacation Obligations for AmeriNet Securities Dear Sir: I hereby certify and warrant that I am relinquishing all rights to repayment of $180,000, together with accrued interest, as well as all rights under liabilities, debts and obligations owed to me and my affiliates by Vista Vacations, Inc., a Florida corporation ("Vista Vacations") that AmeriNet is acquiring concurrently with the execution of this letter, and the superseder and conversion agreement to which this letter is an exhibit (the "Agreement"), in consideration for the issuance to me of 66,667 shares of AmeriNet Common Stock (the "AmeriNet Stock,"). I hereby certify under penalty of perjury that upon receipt of the AmeriNet Stock, I will be acquiring it for my own account for investment purposes without any intention of selling or distributing all or any part thereof. I represent and warrant that I qualify as an accredited investor (as that term is defined in rule 501(a) of Regulation D promulgated under authority of the Securities Act of 1933, as amended [the "Securities Act"]) and that I am sophisticated in financial affairs, or have relied on the advice of someone sophisticated in financial affairs, and I able to bear the economic risks of this investment and I do not have any reason to anticipate any change in my circumstances, financial or otherwise, nor any other particular occasion or event which should cause me to sell or distribute, or necessitate or require my sale or distribution of the AmeriNet Stock. No one other than me has any beneficial interest in the AmeriNet Stock. I further certify that I have consulted with my own legal counsel who, after having been apprized by me of all the material facts surrounding this transaction, opined to me, for the benefit of AmeriNet, that this transaction was being effected in full compliance with the applicable securities laws of my state of domicile, based on the exemption provided by Rule 460-44A-050 promulgated under authority of Section 21.20.320(1) of the Securities Act of Washington. 240 I agree that I will in no event sell or distribute any of the AmeriNet Stock unless in the opinion of AmeriNet's counsel (based on an opinion of my legal counsel) the AmeriNet Stock may be legally sold without registration under the Securities Act, and/or registration and/or other qualification under then-applicable State and/or Federal statutes, or the AmeriNet Stock shall have been so registered and/or qualified and an appropriate prospectus, shall then be in effect. I am fully aware that the AmeriNet Stock is being offered and issued by AmeriNet to me in reliance on the exemption provided by Section 4(6) or the Securities Act which exempts the sale of securities by an issuer solely to accredited investors, based on my certifications and warranties. In connection with the foregoing, I consent to AmeriNet's legending my certificates representing the AmeriNet Stock to indicate my investment intent and the restriction on transfer contemplated hereby and to AmeriNet's placing a "stop transfer" order against the AmeriNet Stock in AmeriNet's securities transfer books until the conditions set forth herein shall have been met. I acknowledge by my execution hereof that I have had access to AmeriNet's Exchange Act Reports, books, records and properties, and have inspected the same to my full and complete satisfaction prior to my acquisition of the AmeriNet Stock. I represent and warrant that because of my experience in business and investments, I am competent to make an informed investment decision with respect thereto on the basisof my inspection of AmeriNet's records and my questioning of AmeriNet's officers. I further certify that my domicile is located at the address set forth in the Agreement. Very truly yours, /s/ Nellie Tippery Nellie Tippery 241 EX-10.16.VV 20 PROMISSORY NOTE, CANCELLATION OF PROMISSORY NOTE PROMISSORY NOTE $100,00.00 Dated: November 14, 1998 Principal Amount State of Florida FOR VALUE RECEIVED, the undersigned hereby jointly and severally promise to pay to the order of Nellie Tippery, the sum of One Hundred Thousand Dollars ($100,00.00). Together with interest thereon at the rate of 8.5% per annum on the unpaid balance. Said sum shall be paid in the manner following; Said Note shall be paid along with interest thereon one year from the date executed. All payment shall be first applied to interest and the balance to principal. This note may be prepaid, at any time, in whole or in part, without penalty. All prepayments shall be applied in reverse order of maturity. This note shall at the option of any holder hereof be immediately due and payable upon the failure to make any payment due hereunder and all other rights and remedies are subject to a Security and Pledge Agreement and Shareholders Agreement executed contemporaneously herewith, incorporated by reference herein, and made a part hereof. All payments hereunder shall be made to such address as may from time to time be designated by any holder hereof, so long as such address change is made in writing sent to the Secretary of the Borrower, Vista Vacations International, Inc. The undersigned and all other parties to this note are subject to conditions as set forth in a Shareholders Agreement and Security and Pledge Agreement, of even date hereof, whether as enforces, guarantors of sureties, agree to remain fully bound hereunder until this note shall be fully paid and waive demand, presentment and protest and all notices thereto and further agree to remain bound, notwithstanding any extension, renewal, modification, waiver, or other indulgence by any holder or upon the discharge or release of any obligor hereunder or to this note, or upon the exchange, substitution, or release of any collateral granted as security for this note. No modification or indulgence by holder hereof shall be binding unless in writing; and any indulgence any one occasion shall not be an indulgence for any other or future occasion. Any modification or change of terms, hereunder granted by any holder hereof, shall be valid and binding upon each of the undersigned, notwithstanding the acknowledgment any undersigned, and each of the undersigned does hereby irrevocably grant to each of the others a power of attorney to enter into any such modification on their behalf. This note shall take effect as a sealed instrument and shall be construed, governed and enforced in accordance with the laws of the State of Florida. The undersigned hereby execute this note as principals and not as sureties. 242 Notwithstanding anything contained herein to the contrary, the rights of the Lender in the enforcement of this Note are limited to the terms and conditions of a Shareholder's Agreement and Security and Pledge Agreement of even date herewith. As such it is specifically understood and agreed, that Lender may only seek to foreclose on the shares of Vista Vacations International, Inc. stock, pledge to secure this Note, and may not obtain a money judgement against Borrowers Torrealba and Hickman Signed in the presence of : Witness /s/Alicia Torrealba, Borrower Witness /s/ Jean Hickman, Borrower Witness Vista Vacations International, Inc. By: /s/ Teri E. Nadler, President Ms. Tippery wrote cancel over the Promissory Note and signed it on 3/19/00. 243 EX-10.17.VV 21 PREMIUM FINANCE AGREEMENT PREMIUM ASSIGNMENT CORPORATION P.O. Box 3066-3522 Thomasville Rd., Tallahassee, FL 32315 Phone 850-907-5610 This agreement made and delivered this 2nd day of February, 2000, between Vista Vacations International, Inc., 5653 NW 29th Street, Margate, FL 33063 phone #954-975-0898 hereinafter called the insured, and Premium Assignment Corporation, a Florida Corporation, hereinafter called PAC, for the financing of the balance of the premiums on the following insurance policies: Exp Name & Address of Insuring Co. Policy Policy Policy Date Date (Including general agency if Brokered Type No. Premium 2/3/00 2/3/01 Preferred National Ins. FL PKG. TBD $1,100.06 Unamark FL 2/3/00 2/3/01 Preferred National Ins. FL PLIA TBD $2,320.00 Unamark FL Cash Price Cash Down Unpaid +DOC =Amount +Finance =Total of Annual (Total Premium) Payment Balance of Stamps Financed Charge Payments Percentage Rate Cash Price $3,420.06 $855.02 $2,565.04 $9.10 $2,574.14 $174.06 $2,748.20 14.50% Amount of each payment Number of Payments When First Payment is Due $274.82 10 3/3/00
Itemization of the amount financed: 1. Unpaid balance of cash price will be paid to your insurance company(ies) or their agents on your behalf. 2. Documentar stamps (if applicable) will be paid to public officials. Warranties of Agent The undersigned hereby certifies that: (1) The down payment as shown in the contract has been paid by or on behalf of the insured. (2) All policies listed are or will be in force on the stated effective dates and delivered by him (3) No audit, reporting form, minimum or fully earned premium policy is included in this Agreement, except as indicated in the Scheduled Policies of Insurance. (4) The above Agreement is a bona fide and binding contract (5) The signatures are genuine. (6) A copy of this Agreement has been delivered to the insured. The undersigned agent further certifies that he is an authorized agent of the MGA or insuring companies. (7) Upon cancellation of the Scheduled Policies of Insurance, the undersigned agrees to remit the full amount of the unearned premium, including unearned commission up to the unpaid balance of the Agreement, upon receipt from the carrier. 244 Notice to Insured: (1) Do not sign this agreement before you read it or if it contains any blank space. (2) You are entitled to a completely filled in copy of this agreement (3) Under the law, you have the right to pay off in advance the full amount due and under certain conditions to obtain a partial refund of the service charge. (4) This Agreement includes and is subject to all of the terms, provisions, covenants, powers and agreements which are contained and appear on page 1 and page 2 of this agreement. Power of Attorney: The insured hereby appoints PAC his attorney in fact to cancel and give notice of cancellation of the Scheduled Policies of Insurance to the named insurance companies for nonpayment of premium. All insureds named in Policies sign here. Insured acknowledges receipt of a copy of page 1 and page 2 /s/ Jean Hickman, EVP OPerations 2/2/00 ____________________________ Agency Name: Mack Groups/Schwab & Co. Insured signature Title & Date Address: 1900 Corporate Blvd Ste 110 Boca Raton, FL 33431-7340 245 PREMIUM ASSIGNMENT CORPORATION - PREMIUM FINANCE AGREEMENT FOR VALUE RECEIVED, the insured promises to pay to the order of PAC the "TOTAL OF PAYMENTS" as stated on page 1 of this Agreement, pursuant to all of the terms and conditions. WITNESSETH: That in consideration of the payment by PAC to the named insurance companies, or their agents, of the balance of the premiums due on the scheduled Policies of Insurance, the Insured agrees: 1. EFFECTIVE DATE This agreement is effective upon its acceptance by PAC. Acceptance by PAC shall be deemed to occur upon payment of its draft or check by PAC to the agent or to the Insuring Company of the balance of the premiums due on the Scheduled Policies. 2. PAYMENTS The Insured agrees to make payments to PAC in accordance with the payment schedule stated on page 1 of this Agreement. Payments are to be made to PAC at Post Office Box 3066, Tallahassee, FL 32315-3066 or such other address as PAC may notify you of. Payments made to any other person, firm, insurance agency, corporation or otherwise shall not constitute payment to PAC. Payments received after cancellation of the Scheduled Policies of insurance shall be credited to the unpaid balance due on the account and shall not constitute reinstatement of the canceled policies nor shall it constitute waiver by PAC of its rights under the Agreement. 3. SECURITY FOR PAYMENT The insured assigns to PAC as security for the total amount due under this Agreement (Total of Payments) any and all unearned premiums which may become payable under the Scheduled Policies of Insurance. PAC may request the Insuring Company to pay all monies for unearned premiums upon cancellation of PAC. The Insured agrees that PAC may endorse his/her name on any check or draft of all monies that may become due from the Insuring Company and apply the same as payment for any amounts fie under the Agreement. 4. DEFAULT A default shall occur if any installment is not paid by its due date, or should the insured fail to carry out any other obligations set forth in the Agreement Should a default occur, the total unpaid amount under this Agreement shall become immediately due and payable. Interest will continue to accrue on the unpaid balance at the stated APR or maximum rate allowed by applicable State Law until all balances are paid. The Insured agrees to pay a late charge for any payments received and accepted by PAC after payment due date in accordance with the Lat Charge section page 1 of this Agreement. Upon default of payment of premium PAC may request cancellation of the Scheduled Policies of Insurance at the earliest time permitted and in accordance with applicable State Law. Should PAC cancel the Scheduled Policies of Insurance the Insured agrees to pay PAC a cancellation fee equal to the amount permitted by applicable State Law (no fee in AK,CA,CT,FL,KS,KY,NV,NM,NC,PA,SC,TX,VT,VA). The Insured consents to PAC adding any unpaid balance on this contract to any future premium finance agreement entered into with PAC. 5. ADDITIONAL CHARGE If permitted by State Law, you may be assessed a one-time additional charge equal to the amount allowed by State Law for costs relating to the precessing of your loan ($10 in AK). 6. SHORTAGE OR OVERAGE OF UNEARNED PREMIUM If unearned premiums are not sufficient to pay the unpaid balance due, the insured shall pay PAC the deficiency. Interest shall accrue on the deficiency at the stated APR or maximum rate allowed by applicable State Law. If the unearned premiums received by PAC are more than the amount due he excess shall be returned to the insured within the time allowed by applicable State Law. The insured waives his/her right to receive any excess which is less that $1.00 ($5 in IL,MD,UT;$3 in MS,OH,SC and for prepayment in MI;$2 in GA; refunds of less than $1 will be made in KY and VA). 246 7. ATTORNEYS FEES AND EXPENSES If permitted by State Law, PAC may charge attorney's fees and costs equal to the amount allowed by State Law to collect any amounts due under this Agreement (20% in FL). 8. LENDER RELATIONSHIP The insured acknowledges that PAC is a lender and is not an insurance agent nor an insurance company and that this Agreement is a financing Agreement and is not an insurance policy or a guarantee of insurance coverage. 9. PREPAYMENT If the balance of the amount due under this contract is paid off prior to maturity, the insured may receive a refund of unearned finance charge computed in accordance with the Rule of 78's (actuarial method in AZ,CA,IO,ME,MA,MT,NJ,OR,PA,VT; short rate in SC) after deducting any fully earned charges permitted by applicable State Law ($20 in FL). 10. ADDITIONAL PREMIUMS PAC may advance to the insured's agent or the insurance company any additional premiums that may become due, less normal down payment, adding the advance amount, plus any finance charge, to his/her present contract balance. However, any additional premium which is owed to the insurance company (ies) named in the Scheduled Policies of Insurance as a result of any type of misclassification on risks, and which is not paid in full or financed on his Agreement, may result in cancellation of the coverage for nonpayment of premium. 11. PAC LIABILITY PAC is not responsible for consequential damages resulting from cancellation by PAC of the Scheduled Policies of Insurance if the cancellation was done in accordance with applicable State Law. The insured shall be responsible for reasonable attorney's fees and expenses for any unsuccessful action filed by an Insured under this provision. 12. INSUFFICIENT FUNDS CHECK If allowed by State Law, a returned check fee will be charged for each check returned to PAC for insufficient funds ($25 in MD & NC; $20 in AR,CO,GA,ID,IN,VA; $15 in FL, LA, MS, NV, SD; $10 in AZ, MA, OH, OK; $5 in CA) If a check is returned, it will not be automatically redeposited to prevent cancellation of the insurance policies. If PAC does cancel the Scheduled Policies of Insurance for nonpayment, the insufficient funds check may be redeposited after cancellation to reduce any unpaid balance due under this agreement. 13 WARRANTIES OF INSURED Insured warrants to PAC that (a) each of the Scheduled Policies of Insurance have been issued or a binder of full force and effect has been issued; (b) he has not any will not assign or encumber the unearned premium of the Scheduled Policies of Insurance to anyone else nor grant anyone else power of attorney to cancel the Scheduled Policies of Insurance until this Agreement is paid in full (c) all rights conferred upon PAC shall inure to PAC's successors or assigns and (d) no proceeding in bankruptcy has been instituted by his/her/them. 14. ASSIGNMENT This Agreement may be assigned by PAC as allowed by State Law and the assignee has the rights as PAC does under this Agreement. Th Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applications on the basis of sex or marital status. The federal agency which administers compliance with this law concerning this premium finance company is the Federal Trade Commission, 703 Peachtree St., NE, Room 600, Atlanta, GA 30308. DOCUMENTARY STAMPS REQUIRED BY LAW IF ANY ARE AFFIXED TO MONTHLY JOURNAL AND CANCELED. 247 EX-10.18.VV 22 SUMMARY OF INSURANCE POLICIES - -------------------------------------------------------------------------------- SUMMARY OF INSURANCE Prepared: 03/23/00 - -------------------------------------------------------------------------------- For: Vista Vacations Int'l., Inc. The Mack Group Inc. Teri Nadler 1900 NW Corporate Blvd. #110W 5653 NW 29th Street Boca Raton, FL 33431 Margate, FL 33063 561-998-1570 954-752-4770 - ------------------------------------------------------------------------------------------------------------------------------------ Coverage Amount Company Policy No Eff Exp Premium - ------------------------------------------------------------------------------------------------------------------------------------ Commercial Application Preferred National Ins. 73895B 02/03/00 02/03/01 $1100.06 Co. Premise 1 Building 1 5653 NW 29th Street Margate, FL 33063 Property Preferred National Ins. 73895B 02/03/00 02/03/01 Included Co. Premises 1 Building 1 Contents $87,500 Coins % 90 Valuation RC Cause of Loss Special Deductible 500 Business Income w/ Extra Expense $10,000 Included Rental value EDP $6,000 Coins % 100 Valuation RC Cause of Loss Special Deductible 250 General Liability Preferred National Ins. 73895B 02/03/00 02/03/01 Included Co. Occurrence General Aggregate 1,000,000 Products/Completed Oper. Aggr. Excluded Personal & Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage (Any One Fire) 50,000 Medical Expense (Any One Person) 5,000 Non-owned Auto $100,000 Professional Liability Preferred National Ins. 65332 02/03/00 02/03/01 $2,320.00 Co. Retroactive Date: 02/03/99 Limit of Liability Each Wrongful Acts $1,000,000 Annual Aggregate $1,000,000 Deductible $2,500.00 248 Package & Professional Liability policies are being finance by Premium Assignment Corp. (800-342-0991) Account # 455971 # of installments: 10 Monthly payment: $274.82 First payment due on 3/03/00 Workers Compensation Comp Option XS21-UB-271D978-6-00 02/18/00 02/18/01 $1970.00 Bodily injury by Accident (each accident 100,000 Bodily Injury by Disease (policy Limit) 500,000 Bodily Injury by Disease (each employee) 100,000 Classifications Clerical Office Employees NOC Code: 8810/Rate: .59 Total Estimates Payroll 300,000 Seller of Travel Bond Security Bond Associates 29933 01/25/00 01/25/01 $200.00 Bond Limit $10,000 Health American Medical Security Group 06/01/99 06/01/00* # 4200-019852 Schedule of Premium 00 $15.00 POS Schedule Classification Monthly rate per Subscriber Hickman, Jean $272.54 Hickman, Keith $114.96 Nadler, Rachel $193.76 Grafflin, Trevor $114.96 Torrealba, Alic $200.18
249 EX-10.19.VV 23 SCOTT UGELL'S MALPRACTICE INSURANCE Professional Liability Insurance Policy This is a claims-made Policy. Please review you Policy carefully. The Policy is limited to liability for only those claims that are first made against the insured during the policy period Interstate Insurance Group Chicago Insurance Company Executive Offices: 55 E. Monroe St. Chicago, IL 60603 Policy Number: LWB-3016091-0 Named Insured & Address: Scott B. Ugel 155 North Main St. New City, NY 10956 And those individuals listed in the insured supplement Producer Name Bertholon Rowland Corp. Policy Period 5/1/99 to 5/1/00 Insured is: Individual Limit of Liability: $1,000,000 each claim $1,000,000 aggregate (A separate limit of liability applies to claim expenses) Deductible $1,000 per claim Premium $3,536.00 Claim 81400 No. of Lawyers 2 Forms attached at Issue: POE-2182 (04/97) New York Mandatory POE-2247 (12/1/96) Claim Expenses in addition to llimits POJ-2018 (01/95) Lawyers Claims-Made Policy Jacket Bertholon-Rowland Countersigned at: New York, NY Insurance Brokers Issue Date 6/17/99 100 Broadway New York, NY 10005 250 EX-10.20.VV 24 AFFILIATE AGREEMENT WITH TERI NADLER Affiliate Agreement This Affiliate Agreement (this "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively), and person identified in the signature page of this Agreement as the Affiliate (the "Affiliate"). Preamble: WHEREAS, concurrently with the execution of this Agreement, Vista Vacations and AmeriNet have entered into a Reorganization Agreement dated February 28, 2000, (the "Reorganization Agreement") which contemplates that Vista Vacations will become a wholly owned subsidiary of AmeriNet and all outstanding capital stock of Vista Vacations will be converted into AmeriNet common stock (the "Merger"); and WHEREAS, the Affiliate is either an officer or director of Vista Vacations or is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such quantity of common stock in Vista Vacations as requires that the Affiliate to be deemed an "affiliate" of Vista Vacations (within the meaning of Rule 405 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), as a result of which the Affiliate will be subject to restrictions on disposition of the shares of AmeriNet's common stock received as a result of the Reorganization; and WHEREAS, the determination of the accounting and tax treatment of the Reorganization will depend, in part, upon the accuracy of certain of the representations and warranties made by the Affiliate in this Agreement, as well as upon the Affiliate's compliance with certain of the agreements set forth herein; and WHEREAS, Affiliate and AmeriNet further desire to provide for an arrangement under which Affiliate will grant to AmeriNet an irrevocable proxy to vote all of the Affiliate's shares of Vista Vacations's common stock in favor of the Reorganization at a special meeting of the stockholders of Vista Vacations to be held for the purpose of voting on the Reorganization. NOW, THEREFORE, the Parties agree as follows: 251 Article I Agreement to Retain Shares. 1.1 Transfer and Encumbrance. (A) As used herein, the term "Determination Date" shall mean the earlier of: (1) The date AmeriNet shall have publicly released a report including the combined financial results of AmeriNet and Vista Vacations for a period of at least thirty (30) days of combined operations of AmeriNet and Vista Vacations; or (2) The date the Reorganization Agreement shall be terminated pursuant to Article VIII thereof. (B) The Affiliate agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the Affiliates Vista Vacations common stock or the shares of AmeriNet common stock received in exchange therefor as a result of the Reorganization (collectively or generically hereinafter referred to as the "Shares") or any New Shares (as defined in Section 1.2) acquired or to make any offer or agreement relating thereto: (1) At any time prior to the Determination Date; (2) Except in full compliance with the requirements of Rule 144 promulgated by the Commission under authority granted by the Securities Act; (3) Except in full compliance with the requirements of Sections 13 and 16 of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (4) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. 1.2 New Shares. The Affiliate agrees that any shares of capital stock of Vista Vacations or AmeriNet that Affiliate purchases or with respect to which Affiliate otherwise acquires beneficial ownership after the date of this Agreement ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 252 Article II Agreement to Vote Shares. 2.1 Voting At every meeting of the stockholders of Vista Vacations called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Vista Vacations with respect to any of the following, the Affiliate shall vote the Shares and any New Shares, including, with respect to stock options held by Affiliate, only those stock options immediately exercisable: (A) In favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization; and (B) Against approval of any proposal made in opposition to or competition with consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). 2.2 Actions In amplification of the obligations assumed by this Agreement, the Affiliate agrees not to take any actions contrary to Vista Vacations's obligations under the Reorganization Agreement or the Affiliate's obligations under this Agreement. Article III Irrevocable Proxy. Concurrently with the execution of this Agreement, the Affiliate agrees to deliver to AmeriNet a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the extent permissible under Florida law, with the total number of Shares beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by the Affiliate set forth therein. Article IV Tax Treatment. The Affiliate understands and agrees that it is intended that the Reorganization will be treated as a "reorganization" within the meaning of Code Section 368(a)(1)(B) for federal income tax purposes. 253 Article V Reliance Upon Representations, Warranties and Covenants. (A) The Affiliate has been informed that the treatment of the Reorganization for federal income tax purposes requires that a sufficient number of former stockholders of Vista Vacations maintain a meaningful continuing equity ownership interest in AmeriNet after the Reorganization. (B) The Affiliate understands that the representations, warranties and covenants of the Affiliate set forth herein will be relied upon by AmeriNet, Vista Vacations and their respective legal counsel and accounting firms. Article VI Representations, Warranties and Covenants of Affiliate. The Affiliate represents, warrants and covenants to AmeriNet as follows: 6.1 Power and Authority. The Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. 6.2 Shares Owned. Set forth following the Affiliate's signature below is the number of Shares owned by the Affiliate, including all Shares as to which the Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire Shares owned or held by the Affiliate. 6.3 Restrictions on Transfer. The Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of common stock of AmeriNet (the "AmeriNet Common Stock") that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of AmeriNet are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (A) Such transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (B) (1) Legal counsel representing the Affiliate (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or 254 (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered Vista written advice to the Affiliate (sought by Affiliate or Affiliate's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. 6.4 No Present Plan of Disposition. (A) The Affiliate has, and as of the Effective Time (as defined in the Reorganization Agreement) will have, no present plan or intention (a "Plan") to sell, transfer, exchange, pledge or otherwise dispose of, including by means of a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing being hereinafter referred to generically as a "Sale") of any of the shares of AmeriNet common stock that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon with respect thereto or issued or delivered in exchange or substitution therefor, which, when taking into account those Vista Vacations stockholders who dissent from the Merger, will reduce the Vista Vacations stockholders' ownership of AmeriNet Stock, in the aggregate, to less than fifty (50%) of the number of shares of AmeriNet Common Stock issued in the Merger. (B) (1) The Affiliate is not aware of, or participating in, any Plan on the part of Vista Vacations stockholders to engage in Sales of the shares of AmeriNet Stock to be issued in the Reorganization. (2) For purposes Section 6.4(B)(1), Shares with respect to which a pre-Reorganization Sale occurs in a Related Transaction (as defined below), shall be considered to be Shares that are exchanged for AmeriNet Stock in the Merger and then disposed of pursuant to a Plan. 255 (3) A Sale of AmeriNet Stock shall be considered to have occurred pursuant to a Plan if, among other things, such Sale occurs in a Related Transaction. (4) For purposes of this Section 6.4, a "Related Transaction" shall mean a transaction that is in contemplation of, or related or pursuant to, the reorganization or the Reorganization Agreements. (C) If any of the Affiliate's representations in this Section 6.4 cease to be true at any time prior to the Effective Time, the Affiliate will deliver to each of Vista Vacations and AmeriNet, prior to the Effective Time, a written statement to that effect, signed by the Affiliate. 6.5 Consultation with Counsel. (A) The Affiliate has carefully read this Agreement and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent the Affiliate felt necessary, with legal counsel for the Affiliate. (B) The Affiliate has carefully read the Reorganization Agreement and discussed its requirements and its impacts upon Affiliate's ability to sell, transfer, encumber, pledge or otherwise dispose of the AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent Affiliate felt necessary, with legal counsel for Affiliate. 6.6 Ownership of Shares. The Affiliate is the record owner of the Shares shown on the signature page hereto, which at the date hereof and at all times up until the Determination Date will be free and clear of any liens, claims, options, charges or other encumbrances; does not beneficially own any shares of capital stock of Vista Vacations other than such Shares; and, has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. 6.7 No Proxy Solicitations. The Affiliate will not, and will not permit any entity under Affiliate's control to: (A) Solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (B) Initiate a stockholders' vote or action by consent of Vista Vacations stockholders with respect to an Opposing Proposal; or 256 (C) Become a member of a "group" [as such term is used in Section 13(d) of the Exchange Act] with respect to any voting securities of Vista Vacations with respect to an Opposing Proposal. Article VII No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by the Affiliate in his individual capacity of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of the Affiliate with respect to, any action which may be taken or omitted by him acting in his fiduciary capacity as a director of Vista Vacations. Article VIII Rules 144 and 145. From and after the Effective Time and for so long as is necessary in order to permit the Affiliate to sell AmeriNet's Stock held by Affiliate pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, AmeriNet will use its reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Exchange Act referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit the Affiliate to sell AmeriNet's Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144. Article IX Limited Resales. The Affiliate understands that, in addition to the restrictions imposed under Section 6 of this Agreement, the provisions of Rule 145 limit Affiliate's public resales of Restricted Securities, in the manner set forth in subsections (a), (b) and (c) below: 9.1 Rule 145(d)(1). (A) Unless and until the restriction "Cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Restricted Securities may only be made by the Affiliate in compliance with the requirements of Rule 145(d)(1). (B) Rule 145(d)(1) permits such resales only: (1) While AmeriNet meets the public information requirements of Rule 144(c); (iii) in brokers' transactions or in transactions with a market maker; and 257 (2) Where the aggregate number of Restricted Securities sold at any time together with all sales of restricted AmeriNet Stock sold for Affiliate's account during the preceding three-month period does not exceed the greater of (a) One percent (1%) of AmeriNet's Common Stock outstanding; or (b) The average weekly volume of trading in AmeriNet Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. 9.2 Rule 145(d)(2). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(2) if: (A) The Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least one year after the Effective Time of the Merger; (B) The Affiliate is not an affiliate of AmeriNet; and (C) AmeriNet meets the public information requirements of Rule 144(c). 9.3 Rule 145(d)(3). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(3) if the Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least two years and is not, and has not been for the three months preceding the date of sale, an affiliate of AmeriNet. 9.4 Acknowledgment. AmeriNet acknowledges that the provisions of Section 6.3 of this Agreement will be satisfied as to any sale by the holder of the Restricted Securities pursuant to Rule 145(d), by a broker's letter and a letter from the undersigned with respect to that sale stating that each of the above-described requirements of Rule 145(d)(1) has been met or is inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3); provided, however, that AmeriNet has no reasonable basis to believe that such sales were not made in compliance with such provisions of Rule 145(d). 258 Article X Legends. (A) The Affiliate also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing the Restricted Securities and that there will be placed on the certificates evidencing the Restricted Securities legends stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which was structured to comply with the tax free reorganization provisions of Section 368(a) of the Internal revenue Code of 1986, as amended (the "Code") and was not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on applicable exemptions therefrom and from comparable provisions of the securities laws of the recipients state of domicile, and may not be sold, nor may the owner thereof reduce his or her risks relative thereto in any way, until such time as AmeriNet Group.com, Inc. ("AmeriNet"), has published the financial results covering at least thirty (30) days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act, (2) in accordance with Commission Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of AmeriNet) or Commission Rule 144 (in the case of shares issued to an individual who is an affiliate of AmeriNet) of the rules and regulations of such act, or (3) in accordance with a legal opinion satisfactory to counsel for AmeriNet that such sale or transfer is otherwise exempt from the registration requirements of such act." (B) (1) Upon the request of the Affiliate, AmeriNet shall cause the certificates resenting the Restricted Securities to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. (2) In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Restricted Securities received by Affiliate pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), or upon registration of my such shares, AmeriNet, upon the request of Affiliate, will cause the certificates representing the Restricted Securities to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d). Article XI Miscellaneous Provisions. 11.1 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 259 11.2 Consent and Waiver. The Affiliate hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which Affiliate is a party or pursuant to any rights Affiliate may have. 11.3 Binding Agreement. This Agreement will inure to the benefit of and be binding upon and enforceable against the Parties and their successors and assigns, including administrators, executors, representatives, heirs, legatees and devisees of the Affiliate and any pledgee holding Restricted Securities as collateral. 11.4 Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. 11.5 Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Delaware, except for any choice of law provisions that would result in the application of the law of another jurisdiction, and except for laws involving the fiduciary obligations of Vista Vacations's officers and directors, which shall be governed under Florida law. 11.6 Third Party Reliance. Legal counsel to and accountants for the Parties shall be entitled to rely upon this Agreement. 11.7 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the Parties. 11.8 Specific Performance: Injunctive Relief. The Parties acknowledge that AmeriNet will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreement of Affiliate set forth herein; therefore, it is agreed that, in addition to any other remedies that may be available to AmeriNet upon any such violation, AmeriNet shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to AmeriNet at law or in equity. 260 11.9 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or telex, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective Parties as follows: (1) To the Affiliate: At the contact information provided to the registrar of Vista Vacations's shares of common stock and, after the Reorganization, at the contact information provided to and maintained by AmeriNet's transfer agent. (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth, except that notices of change of address shall only be effective upon receipt. 261 11.10 Interpretation. (A) When a reference is made in this Agreement to Schedules or Exhibits, such reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 11.11 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and shall be of no force or effect. 11.12 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and the Closing hereon and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 11.13 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or 262 portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 11.14 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a con sequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 11.15 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (B) Except for the arbitration procedures outlined in paragraphs 7.2(G)(2) and 7.2(G)(3) which shall govern any arbitration proceeding described therein, in the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (a) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. 263 (3) (a) Expenses of mediation shall be borne equally by the Parties, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties involved. 11.16 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 11.17 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement which shall be the document filed with the Commission. 11.18 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by G. Richard Chamberlin, Esquire. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. (C) The use of this form of agreement or of any derivation thereof without Yankees' prior Vista Vacationstten permission is prohibited. 11.19 Information Concerning the Affiliate's Share Ownership. (A) Shares beneficially owned: (1) 765 shares of Vista Vacations Common Stock; and (2) 0 shares of Vista Vacations Common Stock subject to options, warrants or other rights. 264 Execution Pages In Witness Whereof, the Affiliate, AmeriNet, and Vista Vacations have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, sealed and delivered In Our Presence: The Affiliate - ---------------------------- /s/ Teri E. Nadler - ---------------------------- ------------------------ Signature Dated: March 11, 2000 Teri Nadler ------------------------ Print name AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: /s/ Michael H. Jordan ________________________ Michael H. Jordan, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey ______________________ Vanessa H. Lindsey, Secretary Dated: March 11, 2000 Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler _____________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba _________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 265 Exhibit "A" Irrevocable Proxy The undersigned stockholder of Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), hereby irrevocably to the extent provided by Florida law) appoints the directors on the Board of Directors of AmeriNet, Group.com, Inc., a Delaware corporation ("AmeriNet"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of Vista Vacations beneficially owned by the undersigned, which shares are listed on the final page of this Proxy (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof, until such time as that certain Reorganization dated February 28, 2000"), among AmeriNet, and Vista Vacations, shall be terminated in accordance with its terms or the Reorganization Agreement is effective. Terms: 1. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. 2. This proxy is irrevocable (to the extent provided by Florida law), is granted pursuant to the Affiliate Agreement dated as of February 28, 1 2000, between AmeriNet, Vista Vacations, and the undersigned stockholder, (the "Affiliate Agreement"), and is granted in consideration of AmeriNet entering into the Reorganization Agreement. 3. The attorneys and proxies named above will be empowered at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Vista Vacations's stockholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any proposal made in opposition to or competition with the consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations. 4. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof at every annual, special or adjourned meeting of the stockholders of Vista Vacations and in every written consent in lieu of such meeting, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates, and against any liquidation or winding up of Vista Vacations, and may not exercise this proxy on any other matter. 266 5. The undersigned stockholder may vote the Shares on all other matters. 6. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. 7. This proxy is irrevocable and coupled with an interest. 8. Stockholder Data: A. Full name: Teri Eileen Nadler ________________ _____________ ____________ First Middle Last B. Tax identification number: Social Security number ommitted for reasons of personal privacy C. Domicile Address: 6645 Northwest 48th Manor; Coral Springs, Florida 33067 D. Telephone, fax and e-mail: 954-752-4770/954-975-8447 Teri@flinet.com E. Shares Information: (1) Number of Vista Vacations Shares owned or controlled as to voting matters: 765 Signed, sealed and delivered In Our Presence: Stockholder: - ---------------------------- ____________________________ By: /s/ Teri E. Nadler ______________________________ Dated: March 12, 2000 267 EX-10.21.VV 25 AFFILIATE AGREEMENT WITH ALICIA TORREALBA Affiliate Agreement This Affiliate Agreement (this "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively), and person identified in the signature page of this Agreement as the Affiliate (the "Affiliate"). Preamble: WHEREAS, concurrently with the execution of this Agreement, Vista Vacations and AmeriNet have entered into a Reorganization Agreement dated February 28, 2000, (the "Reorganization Agreement") which contemplates that Vista Vacations will become a wholly owned subsidiary of AmeriNet and all outstanding capital stock of Vista Vacations will be converted into AmeriNet common stock (the "Merger"); and WHEREAS, the Affiliate is either an officer or director of Vista Vacations or is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such quantity of common stock in Vista Vacations as requires that the Affiliate to be deemed an "affiliate" of Vista Vacations (within the meaning of Rule 405 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), as a result of which the Affiliate will be subject to restrictions on disposition of the shares of AmeriNet's common stock received as a result of the Reorganization; and WHEREAS, the determination of the accounting and tax treatment of the Reorganization will depend, in part, upon the accuracy of certain of the representations and warranties made by the Affiliate in this Agreement, as well as upon the Affiliate's compliance with certain of the agreements set forth herein; and WHEREAS, Affiliate and AmeriNet further desire to provide for an arrangement under which Affiliate will grant to AmeriNet an irrevocable proxy to vote all of the Affiliate's shares of Vista Vacations's common stock in favor of the Reorganization at a special meeting of the stockholders of Vista Vacations to be held for the purpose of voting on the Reorganization. NOW, THEREFORE, the Parties agree as follows: 268 Article I Agreement to Retain Shares. 1.1 Transfer and Encumbrance. (A) As used herein, the term "Determination Date" shall mean the earlier of: (1) The date AmeriNet shall have publicly released a report including the combined financial results of AmeriNet and Vista Vacations for a period of at least thirty (30) days of combined operations of AmeriNet and Vista Vacations; or (2) The date the Reorganization Agreement shall be terminated pursuant to Article VIII thereof. (B) The Affiliate agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the Affiliates Vista Vacations common stock or the shares of AmeriNet common stock received in exchange therefor as a result of the Reorganization (collectively or generically hereinafter referred to as the "Shares") or any New Shares (as defined in Section 1.2) acquired or to make any offer or agreement relating thereto: (1) At any time prior to the Determination Date; (2) Except in full compliance with the requirements of Rule 144 promulgated by the Commission under authority granted by the Securities Act; (3) Except in full compliance with the requirements of Sections 13 and 16 of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (4) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. 1.2 New Shares. The Affiliate agrees that any shares of capital stock of Vista Vacations or AmeriNet that Affiliate purchases or with respect to which Affiliate otherwise acquires beneficial ownership after the date of this Agreement ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 269 Article II Agreement to Vote Shares. 2.1 Voting At every meeting of the stockholders of Vista Vacations called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Vista Vacations with respect to any of the following, the Affiliate shall vote the Shares and any New Shares, including, with respect to stock options held by Affiliate, only those stock options immediately exercisable: (A) In favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization; and (B) Against approval of any proposal made in opposition to or competition with consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). 2.2 Actions In amplification of the obligations assumed by this Agreement, the Affiliate agrees not to take any actions contrary to Vista Vacations's obligations under the Reorganization Agreement or the Affiliate's obligations under this Agreement. Article III Irrevocable Proxy. Concurrently with the execution of this Agreement, the Affiliate agrees to deliver to AmeriNet a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the extent permissible under Florida law, with the total number of Shares beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by the Affiliate set forth therein. Article IV Tax Treatment. The Affiliate understands and agrees that it is intended that the Reorganization will be treated as a "reorganization" within the meaning of Code Section 368(a)(1)(B) for federal income tax purposes. 270 Article V Reliance Upon Representations, Warranties and Covenants. (A) The Affiliate has been informed that the treatment of the Reorganization for federal income tax purposes requires that a sufficient number of former stockholders of Vista Vacations maintain a meaningful continuing equity ownership interest in AmeriNet after the Reorganization. (B) The Affiliate understands that the representations, warranties and covenants of the Affiliate set forth herein will be relied upon by AmeriNet, Vista Vacations and their respective legal counsel and accounting firms. Article VI Representations, Warranties and Covenants of Affiliate. The Affiliate represents, warrants and covenants to AmeriNet as follows: 6.1 Power and Authority. The Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. 6.2 Shares Owned. Set forth following the Affiliate's signature below is the number of Shares owned by the Affiliate, including all Shares as to which the Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire Shares owned or held by the Affiliate. 6.3 Restrictions on Transfer. The Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of common stock of AmeriNet (the "AmeriNet Common Stock") that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of AmeriNet are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (A) Such transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (B) (1) Legal counsel representing the Affiliate (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or 271 (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered Vista written advice to the Affiliate (sought by Affiliate or Affiliate's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. 6.4 No Present Plan of Disposition. (A) The Affiliate has, and as of the Effective Time (as defined in the Reorganization Agreement) will have, no present plan or intention (a "Plan") to sell, transfer, exchange, pledge or otherwise dispose of, including by means of a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing being hereinafter referred to generically as a "Sale") of any of the shares of AmeriNet common stock that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon with respect thereto or issued or delivered in exchange or substitution therefor, which, when taking into account those Vista Vacations stockholders who dissent from the Merger, will reduce the Vista Vacations stockholders' ownership of AmeriNet Stock, in the aggregate, to less than fifty (50%) of the number of shares of AmeriNet Common Stock issued in the Merger. (B) (1) The Affiliate is not aware of, or participating in, any Plan on the part of Vista Vacations stockholders to engage in Sales of the shares of AmeriNet Stock to be issued in the Reorganization. (2) For purposes Section 6.4(B)(1), Shares with respect to which a pre-Reorganization Sale occurs in a Related Transaction (as defined below), shall be considered to be Shares that are exchanged for AmeriNet Stock in the Merger and then disposed of pursuant to a Plan. 272 (3) A Sale of AmeriNet Stock shall be considered to have occurred pursuant to a Plan if, among other things, such Sale occurs in a Related Transaction. (4) For purposes of this Section 6.4, a "Related Transaction" shall mean a transaction that is in contemplation of, or related or pursuant to, the reorganization or the Reorganization Agreements. (C) If any of the Affiliate's representations in this Section 6.4 cease to be true at any time prior to the Effective Time, the Affiliate will deliver to each of Vista Vacations and AmeriNet, prior to the Effective Time, a written statement to that effect, signed by the Affiliate. 6.5 Consultation with Counsel. (A) The Affiliate has carefully read this Agreement and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent the Affiliate felt necessary, with legal counsel for the Affiliate. (B) The Affiliate has carefully read the Reorganization Agreement and discussed its requirements and its impacts upon Affiliate's ability to sell, transfer, encumber, pledge or otherwise dispose of the AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent Affiliate felt necessary, with legal counsel for Affiliate. 6.6 Ownership of Shares. The Affiliate is the record owner of the Shares shown on the signature page hereto, which at the date hereof and at all times up until the Determination Date will be free and clear of any liens, claims, options, charges or other encumbrances; does not beneficially own any shares of capital stock of Vista Vacations other than such Shares; and, has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. 6.7 No Proxy Solicitations. The Affiliate will not, and will not permit any entity under Affiliate's control to: (A) Solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (B) Initiate a stockholders' vote or action by consent of Vista Vacations stockholders with respect to an Opposing Proposal; or 273 (C) Become a member of a "group" [as such term is used in Section 13(d) of the Exchange Act] with respect to any voting securities of Vista Vacations with respect to an Opposing Proposal. Article VII No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by the Affiliate in his individual capacity of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of the Affiliate with respect to, any action which may be taken or omitted by him acting in his fiduciary capacity as a director of Vista Vacations. Article VIII Rules 144 and 145. From and after the Effective Time and for so long as is necessary in order to permit the Affiliate to sell AmeriNet's Stock held by Affiliate pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, AmeriNet will use its reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Exchange Act referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit the Affiliate to sell AmeriNet's Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144. Article IX Limited Resales. The Affiliate understands that, in addition to the restrictions imposed under Section 6 of this Agreement, the provisions of Rule 145 limit Affiliate's public resales of Restricted Securities, in the manner set forth in subsections (a), (b) and (c) below: 9.1 Rule 145(d)(1). (A) Unless and until the restriction "Cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Restricted Securities may only be made by the Affiliate in compliance with the requirements of Rule 145(d)(1). (B) Rule 145(d)(1) permits such resales only: (1) While AmeriNet meets the public information requirements of Rule 144(c); (iii) in brokers' transactions or in transactions with a market maker; and 274 (2) Where the aggregate number of Restricted Securities sold at any time together with all sales of restricted AmeriNet Stock sold for Affiliate's account during the preceding three-month period does not exceed the greater of (a) One percent (1%) of AmeriNet's Common Stock outstanding; or (b) The average weekly volume of trading in AmeriNet Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. 9.2 Rule 145(d)(2). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(2) if: (A) The Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least one year after the Effective Time of the Merger; (B) The Affiliate is not an affiliate of AmeriNet; and (C) AmeriNet meets the public information requirements of Rule 144(c). 9.3 Rule 145(d)(3). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(3) if the Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least two years and is not, and has not been for the three months preceding the date of sale, an affiliate of AmeriNet. 9.4 Acknowledgment. AmeriNet acknowledges that the provisions of Section 6.3 of this Agreement will be satisfied as to any sale by the holder of the Restricted Securities pursuant to Rule 145(d), by a broker's letter and a letter from the undersigned with respect to that sale stating that each of the above-described requirements of Rule 145(d)(1) has been met or is inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3); provided, however, that AmeriNet has no reasonable basis to believe that such sales were not made in compliance with such provisions of Rule 145(d). 275 Article X Legends. (A) The Affiliate also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing the Restricted Securities and that there will be placed on the certificates evidencing the Restricted Securities legends stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which was structured to comply with the tax free reorganization provisions of Section 368(a) of the Internal revenue Code of 1986, as amended (the "Code") and was not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on applicable exemptions therefrom and from comparable provisions of the securities laws of the recipients state of domicile, and may not be sold, nor may the owner thereof reduce his or her risks relative thereto in any way, until such time as AmeriNet Group.com, Inc. ("AmeriNet"), has published the financial results covering at least thirty (30) days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act, (2) in accordance with Commission Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of AmeriNet) or Commission Rule 144 (in the case of shares issued to an individual who is an affiliate of AmeriNet) of the rules and regulations of such act, or (3) in accordance with a legal opinion satisfactory to counsel for AmeriNet that such sale or transfer is otherwise exempt from the registration requirements of such act." (B) (1) Upon the request of the Affiliate, AmeriNet shall cause the certificates resenting the Restricted Securities to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. (2) In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Restricted Securities received by Affiliate pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), or upon registration of my such shares, AmeriNet, upon the request of Affiliate, will cause the certificates representing the Restricted Securities to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d). Article XI Miscellaneous Provisions. 11.1 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 276 11.2 Consent and Waiver. The Affiliate hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which Affiliate is a party or pursuant to any rights Affiliate may have. 11.3 Binding Agreement. This Agreement will inure to the benefit of and be binding upon and enforceable against the Parties and their successors and assigns, including administrators, executors, representatives, heirs, legatees and devisees of the Affiliate and any pledgee holding Restricted Securities as collateral. 11.4 Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. 11.5 Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Delaware, except for any choice of law provisions that would result in the application of the law of another jurisdiction, and except for laws involving the fiduciary obligations of Vista Vacations's officers and directors, which shall be governed under Florida law. 11.6 Third Party Reliance. Legal counsel to and accountants for the Parties shall be entitled to rely upon this Agreement. 11.7 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the Parties. 11.8 Specific Performance: Injunctive Relief. The Parties acknowledge that AmeriNet will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreement of Affiliate set forth herein; therefore, it is agreed that, in addition to any other remedies that may be available to AmeriNet upon any such violation, AmeriNet shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to AmeriNet at law or in equity. 277 11.9 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or telex, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective Parties as follows: (1) To the Affiliate: At the contact information provided to the registrar of Vista Vacations's shares of common stock and, after the Reorganization, at the contact information provided to and maintained by AmeriNet's transfer agent. (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth, except that notices of change of address shall only be effective upon receipt. 278 11.10 Interpretation. (A) When a reference is made in this Agreement to Schedules or Exhibits, such reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 11.11 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and shall be of no force or effect. 11.12 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and the Closing hereon and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 11.13 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or 279 portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 11.14 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a con sequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 11.15 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (B) Except for the arbitration procedures outlined in paragraphs 7.2(G)(2) and 7.2(G)(3) which shall govern any arbitration proceeding described therein, in the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (a) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. 280 (3) (a) Expenses of mediation shall be borne equally by the Parties, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties involved. 11.16 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 11.17 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement which shall be the document filed with the Commission. 11.18 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by G. Richard Chamberlin, Esquire. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. (C) The use of this form of agreement or of any derivation thereof without Yankees' prior Vista Vacationstten permission is prohibited. 11.19 Information Concerning the Affiliate's Share Ownership. (A) Shares beneficially owned: (1) 60 shares of Vista Vacations Common Stock; and (2) 0 shares of Vista Vacations Common Stock subject to options, warrants or other rights. 281 Execution Pages In Witness Whereof, the Affiliate, AmeriNet, and Vista Vacations have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, sealed and delivered In Our Presence: The Affiliate - ---------------------------- /s/ Alicia Torrealba - ---------------------------- ------------------------ Signature Dated: March 11, 2000 Alicia Torrealba ------------------------ Print name AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: /s/ Michael H. Jordan ________________________ Michael H. Jordan, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey ______________________ Vanessa H. Lindsey, Secretary Dated: March 11, 2000 Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler _____________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba _________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 282 Exhibit "A" Irrevocable Proxy The undersigned stockholder of Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), hereby irrevocably to the extent provided by Florida law) appoints the directors on the Board of Directors of AmeriNet, Group.com, Inc., a Delaware corporation ("AmeriNet"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of Vista Vacations beneficially owned by the undersigned, which shares are listed on the final page of this Proxy (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof, until such time as that certain Reorganization dated February 28, 2000"), among AmeriNet, and Vista Vacations, shall be terminated in accordance with its terms or the Reorganization Agreement is effective. Terms: 1. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. 2. This proxy is irrevocable (to the extent provided by Florida law), is granted pursuant to the Affiliate Agreement dated as of February 28, 1 2000, between AmeriNet, Vista Vacations, and the undersigned stockholder, (the "Affiliate Agreement"), and is granted in consideration of AmeriNet entering into the Reorganization Agreement. 3. The attorneys and proxies named above will be empowered at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Vista Vacations's stockholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any proposal made in opposition to or competition with the consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations. 4. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof at every annual, special or adjourned meeting of the stockholders of Vista Vacations and in every written consent in lieu of such meeting, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates, and against any liquidation or winding up of Vista Vacations, and may not exercise this proxy on any other matter. 283 5. The undersigned stockholder may vote the Shares on all other matters. 6. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. 7. This proxy is irrevocable and coupled with an interest. 8. Stockholder Data: A. Full name: Alicia Josefina Torrealba _________________ _______________ _____________ First Middle Last B. Tax identification number: Social Security number ommitted for reasons of personal privacy C. Domicile Address: 1985 South Ocean Drive Apartment 11-A Hallandale, Florida 33009 D. Telephone, fax and e-mail: 954-975-098 Alicia@flinet.com E. Shares Information: (1) Number of Vista Vacations Shares owned or controlled as to voting matters: 60 Signed, sealed and delivered In Our Presence: Stockholder: - ---------------------------- ____________________________ By: /s/ Alicia Torrealba Dated: March 11, 2000 284 EX-10.22.VV 26 AFFILIATE AGREEMENT WITH SCOTT UGELL Affiliate Agreement This Affiliate Agreement (this "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively), and person identified in the signature page of this Agreement as the Affiliate (the "Affiliate"). Preamble: WHEREAS, concurrently with the execution of this Agreement, Vista Vacations and AmeriNet have entered into a Reorganization Agreement dated February 28, 2000, (the "Reorganization Agreement") which contemplates that Vista Vacations will become a wholly owned subsidiary of AmeriNet and all outstanding capital stock of Vista Vacations will be converted into AmeriNet common stock (the "Merger"); and WHEREAS, the Affiliate is either an officer or director of Vista Vacations or is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such quantity of common stock in Vista Vacations as requires that the Affiliate to be deemed an "affiliate" of Vista Vacations (within the meaning of Rule 405 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), as a result of which the Affiliate will be subject to restrictions on disposition of the shares of AmeriNet's common stock received as a result of the Reorganization; and WHEREAS, the determination of the accounting and tax treatment of the Reorganization will depend, in part, upon the accuracy of certain of the representations and warranties made by the Affiliate in this Agreement, as well as upon the Affiliate's compliance with certain of the agreements set forth herein; and WHEREAS, Affiliate and AmeriNet further desire to provide for an arrangement under which Affiliate will grant to AmeriNet an irrevocable proxy to vote all of the Affiliate's shares of Vista Vacations's common stock in favor of the Reorganization at a special meeting of the stockholders of Vista Vacations to be held for the purpose of voting on the Reorganization. NOW, THEREFORE, the Parties agree as follows: 285 Article I Agreement to Retain Shares. 1.1 Transfer and Encumbrance. (A) As used herein, the term "Determination Date" shall mean the earlier of: (1) The date AmeriNet shall have publicly released a report including the combined financial results of AmeriNet and Vista Vacations for a period of at least thirty (30) days of combined operations of AmeriNet and Vista Vacations; or (2) The date the Reorganization Agreement shall be terminated pursuant to Article VIII thereof. (B) The Affiliate agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the Affiliates Vista Vacations common stock or the shares of AmeriNet common stock received in exchange therefor as a result of the Reorganization (collectively or generically hereinafter referred to as the "Shares") or any New Shares (as defined in Section 1.2) acquired or to make any offer or agreement relating thereto: (1) At any time prior to the Determination Date; (2) Except in full compliance with the requirements of Rule 144 promulgated by the Commission under authority granted by the Securities Act; (3) Except in full compliance with the requirements of Sections 13 and 16 of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (4) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. 1.2 New Shares. The Affiliate agrees that any shares of capital stock of Vista Vacations or AmeriNet that Affiliate purchases or with respect to which Affiliate otherwise acquires beneficial ownership after the date of this Agreement ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 286 Article II Agreement to Vote Shares. 2.1 Voting At every meeting of the stockholders of Vista Vacations called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Vista Vacations with respect to any of the following, the Affiliate shall vote the Shares and any New Shares, including, with respect to stock options held by Affiliate, only those stock options immediately exercisable: (A) In favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization; and (B) Against approval of any proposal made in opposition to or competition with consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). 2.2 Actions In amplification of the obligations assumed by this Agreement, the Affiliate agrees not to take any actions contrary to Vista Vacations's obligations under the Reorganization Agreement or the Affiliate's obligations under this Agreement. Article III Irrevocable Proxy. Concurrently with the execution of this Agreement, the Affiliate agrees to deliver to AmeriNet a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the extent permissible under Florida law, with the total number of Shares beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by the Affiliate set forth therein. Article IV Tax Treatment. The Affiliate understands and agrees that it is intended that the Reorganization will be treated as a "reorganization" within the meaning of Code Section 368(a)(1)(B) for federal income tax purposes. 287 Article V Reliance Upon Representations, Warranties and Covenants. (A) The Affiliate has been informed that the treatment of the Reorganization for federal income tax purposes requires that a sufficient number of former stockholders of Vista Vacations maintain a meaningful continuing equity ownership interest in AmeriNet after the Reorganization. (B) The Affiliate understands that the representations, warranties and covenants of the Affiliate set forth herein will be relied upon by AmeriNet, Vista Vacations and their respective legal counsel and accounting firms. Article VI Representations, Warranties and Covenants of Affiliate. The Affiliate represents, warrants and covenants to AmeriNet as follows: 6.1 Power and Authority. The Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. 6.2 Shares Owned. Set forth following the Affiliate's signature below is the number of Shares owned by the Affiliate, including all Shares as to which the Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire Shares owned or held by the Affiliate. 6.3 Restrictions on Transfer. The Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of common stock of AmeriNet (the "AmeriNet Common Stock") that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of AmeriNet are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (A) Such transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (B) (1) Legal counsel representing the Affiliate (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or 288 (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered Vista written advice to the Affiliate (sought by Affiliate or Affiliate's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. 6.4 No Present Plan of Disposition. (A) The Affiliate has, and as of the Effective Time (as defined in the Reorganization Agreement) will have, no present plan or intention (a "Plan") to sell, transfer, exchange, pledge or otherwise dispose of, including by means of a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing being hereinafter referred to generically as a "Sale") of any of the shares of AmeriNet common stock that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon with respect thereto or issued or delivered in exchange or substitution therefor, which, when taking into account those Vista Vacations stockholders who dissent from the Merger, will reduce the Vista Vacations stockholders' ownership of AmeriNet Stock, in the aggregate, to less than fifty (50%) of the number of shares of AmeriNet Common Stock issued in the Merger. (B) (1) The Affiliate is not aware of, or participating in, any Plan on the part of Vista Vacations stockholders to engage in Sales of the shares of AmeriNet Stock to be issued in the Reorganization. (2) For purposes Section 6.4(B)(1), Shares with respect to which a pre-Reorganization Sale occurs in a Related Transaction (as defined below), shall be considered to be Shares that are exchanged for AmeriNet Stock in the Merger and then disposed of pursuant to a Plan. 289 (3) A Sale of AmeriNet Stock shall be considered to have occurred pursuant to a Plan if, among other things, such Sale occurs in a Related Transaction. (4) For purposes of this Section 6.4, a "Related Transaction" shall mean a transaction that is in contemplation of, or related or pursuant to, the reorganization or the Reorganization Agreements. (C) If any of the Affiliate's representations in this Section 6.4 cease to be true at any time prior to the Effective Time, the Affiliate will deliver to each of Vista Vacations and AmeriNet, prior to the Effective Time, a written statement to that effect, signed by the Affiliate. 6.5 Consultation with Counsel. (A) The Affiliate has carefully read this Agreement and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent the Affiliate felt necessary, with legal counsel for the Affiliate. (B) The Affiliate has carefully read the Reorganization Agreement and discussed its requirements and its impacts upon Affiliate's ability to sell, transfer, encumber, pledge or otherwise dispose of the AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent Affiliate felt necessary, with legal counsel for Affiliate. 6.6 Ownership of Shares. The Affiliate is the record owner of the Shares shown on the signature page hereto, which at the date hereof and at all times up until the Determination Date will be free and clear of any liens, claims, options, charges or other encumbrances; does not beneficially own any shares of capital stock of Vista Vacations other than such Shares; and, has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. 6.7 No Proxy Solicitations. The Affiliate will not, and will not permit any entity under Affiliate's control to: (A) Solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (B) Initiate a stockholders' vote or action by consent of Vista Vacations stockholders with respect to an Opposing Proposal; or 290 (C) Become a member of a "group" [as such term is used in Section 13(d) of the Exchange Act] with respect to any voting securities of Vista Vacations with respect to an Opposing Proposal. Article VII No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by the Affiliate in his individual capacity of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of the Affiliate with respect to, any action which may be taken or omitted by him acting in his fiduciary capacity as a director of Vista Vacations. Article VIII Rules 144 and 145. From and after the Effective Time and for so long as is necessary in order to permit the Affiliate to sell AmeriNet's Stock held by Affiliate pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, AmeriNet will use its reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Exchange Act referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit the Affiliate to sell AmeriNet's Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144. Article IX Limited Resales. The Affiliate understands that, in addition to the restrictions imposed under Section 6 of this Agreement, the provisions of Rule 145 limit Affiliate's public resales of Restricted Securities, in the manner set forth in subsections (a), (b) and (c) below: 9.1 Rule 145(d)(1). (A) Unless and until the restriction "Cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Restricted Securities may only be made by the Affiliate in compliance with the requirements of Rule 145(d)(1). (B) Rule 145(d)(1) permits such resales only: (1) While AmeriNet meets the public information requirements of Rule 144(c); (iii) in brokers' transactions or in transactions with a market maker; and 291 (2) Where the aggregate number of Restricted Securities sold at any time together with all sales of restricted AmeriNet Stock sold for Affiliate's account during the preceding three-month period does not exceed the greater of (a) One percent (1%) of AmeriNet's Common Stock outstanding; or (b) The average weekly volume of trading in AmeriNet Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. 9.2 Rule 145(d)(2). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(2) if: (A) The Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least one year after the Effective Time of the Merger; (B) The Affiliate is not an affiliate of AmeriNet; and (C) AmeriNet meets the public information requirements of Rule 144(c). 9.3 Rule 145(d)(3). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(3) if the Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least two years and is not, and has not been for the three months preceding the date of sale, an affiliate of AmeriNet. 9.4 Acknowledgment. AmeriNet acknowledges that the provisions of Section 6.3 of this Agreement will be satisfied as to any sale by the holder of the Restricted Securities pursuant to Rule 145(d), by a broker's letter and a letter from the undersigned with respect to that sale stating that each of the above-described requirements of Rule 145(d)(1) has been met or is inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3); provided, however, that AmeriNet has no reasonable basis to believe that such sales were not made in compliance with such provisions of Rule 145(d). 292 Article X Legends. (A) The Affiliate also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing the Restricted Securities and that there will be placed on the certificates evidencing the Restricted Securities legends stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which was structured to comply with the tax free reorganization provisions of Section 368(a) of the Internal revenue Code of 1986, as amended (the "Code") and was not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on applicable exemptions therefrom and from comparable provisions of the securities laws of the recipients state of domicile, and may not be sold, nor may the owner thereof reduce his or her risks relative thereto in any way, until such time as AmeriNet Group.com, Inc. ("AmeriNet"), has published the financial results covering at least thirty (30) days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act, (2) in accordance with Commission Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of AmeriNet) or Commission Rule 144 (in the case of shares issued to an individual who is an affiliate of AmeriNet) of the rules and regulations of such act, or (3) in accordance with a legal opinion satisfactory to counsel for AmeriNet that such sale or transfer is otherwise exempt from the registration requirements of such act." (B) (1) Upon the request of the Affiliate, AmeriNet shall cause the certificates resenting the Restricted Securities to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. (2) In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Restricted Securities received by Affiliate pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), or upon registration of my such shares, AmeriNet, upon the request of Affiliate, will cause the certificates representing the Restricted Securities to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d). Article XI Miscellaneous Provisions. 11.1 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 293 11.2 Consent and Waiver. The Affiliate hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which Affiliate is a party or pursuant to any rights Affiliate may have. 11.3 Binding Agreement. This Agreement will inure to the benefit of and be binding upon and enforceable against the Parties and their successors and assigns, including administrators, executors, representatives, heirs, legatees and devisees of the Affiliate and any pledgee holding Restricted Securities as collateral. 11.4 Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. 11.5 Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Delaware, except for any choice of law provisions that would result in the application of the law of another jurisdiction, and except for laws involving the fiduciary obligations of Vista Vacations's officers and directors, which shall be governed under Florida law. 11.6 Third Party Reliance. Legal counsel to and accountants for the Parties shall be entitled to rely upon this Agreement. 11.7 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the Parties. 11.8 Specific Performance: Injunctive Relief. The Parties acknowledge that AmeriNet will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreement of Affiliate set forth herein; therefore, it is agreed that, in addition to any other remedies that may be available to AmeriNet upon any such violation, AmeriNet shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to AmeriNet at law or in equity. 294 11.9 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or telex, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective Parties as follows: (1) To the Affiliate: At the contact information provided to the registrar of Vista Vacations's shares of common stock and, after the Reorganization, at the contact information provided to and maintained by AmeriNet's transfer agent. (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth, except that notices of change of address shall only be effective upon receipt. 295 11.10 Interpretation. (A) When a reference is made in this Agreement to Schedules or Exhibits, such reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 11.11 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and shall be of no force or effect. 11.12 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and the Closing hereon and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 11.13 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or 296 portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 11.14 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a con sequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 11.15 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (B) Except for the arbitration procedures outlined in paragraphs 7.2(G)(2) and 7.2(G)(3) which shall govern any arbitration proceeding described therein, in the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (a) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. 297 (3) (a) Expenses of mediation shall be borne equally by the Parties, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties involved. 11.16 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 11.17 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement which shall be the document filed with the Commission. 11.18 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by G. Richard Chamberlin, Esquire. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. (C) The use of this form of agreement or of any derivation thereof without Yankees' prior Vista Vacationstten permission is prohibited. 11.19 Information Concerning the Affiliate's Share Ownership. (A) Shares beneficially owned: (1) 400 shares of Vista Vacations Common Stock; and (2) 0 shares of Vista Vacations Common Stock subject to options, warrants or other rights. 298 Execution Pages In Witness Whereof, the Affiliate, AmeriNet, and Vista Vacations have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, sealed and delivered In Our Presence: The Affiliate - ---------------------------- /s/ Scott B. Ugell - ---------------------------- ------------------------ Signature Dated: March 11, 2000 Scott B. Ugell ------------------------ Print name AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: /s/ Michael H. Jordan ________________________ Michael H. Jordan, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey ______________________ Vanessa H. Lindsey, Secretary Dated: March 11, 2000 Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler _____________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba _________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 299 Exhibit "A" Irrevocable Proxy The undersigned stockholder of Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), hereby irrevocably to the extent provided by Florida law) appoints the directors on the Board of Directors of AmeriNet, Group.com, Inc., a Delaware corporation ("AmeriNet"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of Vista Vacations beneficially owned by the undersigned, which shares are listed on the final page of this Proxy (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof, until such time as that certain Reorganization dated February 28, 2000"), among AmeriNet, and Vista Vacations, shall be terminated in accordance with its terms or the Reorganization Agreement is effective. Terms: 1. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. 2. This proxy is irrevocable (to the extent provided by Florida law), is granted pursuant to the Affiliate Agreement dated as of February 28, 1 2000, between AmeriNet, Vista Vacations, and the undersigned stockholder, (the "Affiliate Agreement"), and is granted in consideration of AmeriNet entering into the Reorganization Agreement. 3. The attorneys and proxies named above will be empowered at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Vista Vacations's stockholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any proposal made in opposition to or competition with the consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations. 4. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof at every annual, special or adjourned meeting of the stockholders of Vista Vacations and in every written consent in lieu of such meeting, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates, and against any liquidation or winding up of Vista Vacations, and may not exercise this proxy on any other matter. 300 5. The undersigned stockholder may vote the Shares on all other matters. 6. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. 7. This proxy is irrevocable and coupled with an interest. 8. Stockholder Data: A. Full name: Scott B. Ugell _________________ _______________ _____________ First Middle Last B. Tax identification number: Social Security number ommitted for reasons of personal privacy C. Domicile Address: 8 Culver Drive, New City, New York 10956 D. Telephone, fax and e-mail: 914-639-7011 914-639-7088 Esqjudge@aol.com E. Shares Information: (1) Number of Vista Vacations Shares owned or controlled as to voting matters: 400 Signed, sealed and delivered In Our Presence: Stockholder: - ---------------------------- ____________________________ By: /s/ Scott B. Ugell Dated: March 11, 2000 301 EX-10.23.VV 27 AFFILIATE AGREEMENT WITH KEN & CAROL NELSON Affiliate Agreement This Affiliate Agreement (this "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively), and person identified in the signature page of this Agreement as the Affiliate (the "Affiliate"). Preamble: WHEREAS, concurrently with the execution of this Agreement, Vista Vacations and AmeriNet have entered into a Reorganization Agreement dated February 28, 2000, (the "Reorganization Agreement") which contemplates that Vista Vacations will become a wholly owned subsidiary of AmeriNet and all outstanding capital stock of Vista Vacations will be converted into AmeriNet common stock (the "Merger"); and WHEREAS, the Affiliate is either an officer or director of Vista Vacations or is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such quantity of common stock in Vista Vacations as requires that the Affiliate to be deemed an "affiliate" of Vista Vacations (within the meaning of Rule 405 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), as a result of which the Affiliate will be subject to restrictions on disposition of the shares of AmeriNet's common stock received as a result of the Reorganization; and WHEREAS, the determination of the accounting and tax treatment of the Reorganization will depend, in part, upon the accuracy of certain of the representations and warranties made by the Affiliate in this Agreement, as well as upon the Affiliate's compliance with certain of the agreements set forth herein; and WHEREAS, Affiliate and AmeriNet further desire to provide for an arrangement under which Affiliate will grant to AmeriNet an irrevocable proxy to vote all of the Affiliate's shares of Vista Vacations's common stock in favor of the Reorganization at a special meeting of the stockholders of Vista Vacations to be held for the purpose of voting on the Reorganization. NOW, THEREFORE, the Parties agree as follows: 302 Article I Agreement to Retain Shares. 1.1 Transfer and Encumbrance. (A) As used herein, the term "Determination Date" shall mean the earlier of: (1) The date AmeriNet shall have publicly released a report including the combined financial results of AmeriNet and Vista Vacations for a period of at least thirty (30) days of combined operations of AmeriNet and Vista Vacations; or (2) The date the Reorganization Agreement shall be terminated pursuant to Article VIII thereof. (B) The Affiliate agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the Affiliates Vista Vacations common stock or the shares of AmeriNet common stock received in exchange therefor as a result of the Reorganization (collectively or generically hereinafter referred to as the "Shares") or any New Shares (as defined in Section 1.2) acquired or to make any offer or agreement relating thereto: (1) At any time prior to the Determination Date; (2) Except in full compliance with the requirements of Rule 144 promulgated by the Commission under authority granted by the Securities Act; (3) Except in full compliance with the requirements of Sections 13 and 16 of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (4) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. 1.2 New Shares. The Affiliate agrees that any shares of capital stock of Vista Vacations or AmeriNet that Affiliate purchases or with respect to which Affiliate otherwise acquires beneficial ownership after the date of this Agreement ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 303 Article II Agreement to Vote Shares. 2.1 Voting At every meeting of the stockholders of Vista Vacations called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Vista Vacations with respect to any of the following, the Affiliate shall vote the Shares and any New Shares, including, with respect to stock options held by Affiliate, only those stock options immediately exercisable: (A) In favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization; and (B) Against approval of any proposal made in opposition to or competition with consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). 2.2 Actions In amplification of the obligations assumed by this Agreement, the Affiliate agrees not to take any actions contrary to Vista Vacations's obligations under the Reorganization Agreement or the Affiliate's obligations under this Agreement. Article III Irrevocable Proxy. Concurrently with the execution of this Agreement, the Affiliate agrees to deliver to AmeriNet a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the extent permissible under Florida law, with the total number of Shares beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by the Affiliate set forth therein. Article IV Tax Treatment. The Affiliate understands and agrees that it is intended that the Reorganization will be treated as a "reorganization" within the meaning of Code Section 368(a)(1)(B) for federal income tax purposes. 304 Article V Reliance Upon Representations, Warranties and Covenants. (A) The Affiliate has been informed that the treatment of the Reorganization for federal income tax purposes requires that a sufficient number of former stockholders of Vista Vacations maintain a meaningful continuing equity ownership interest in AmeriNet after the Reorganization. (B) The Affiliate understands that the representations, warranties and covenants of the Affiliate set forth herein will be relied upon by AmeriNet, Vista Vacations and their respective legal counsel and accounting firms. Article VI Representations, Warranties and Covenants of Affiliate. The Affiliate represents, warrants and covenants to AmeriNet as follows: 6.1 Power and Authority. The Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. 6.2 Shares Owned. Set forth following the Affiliate's signature below is the number of Shares owned by the Affiliate, including all Shares as to which the Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire Shares owned or held by the Affiliate. 6.3 Restrictions on Transfer. The Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of common stock of AmeriNet (the "AmeriNet Common Stock") that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of AmeriNet are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (A) Such transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (B) (1) Legal counsel representing the Affiliate (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or 305 (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered Vista written advice to the Affiliate (sought by Affiliate or Affiliate's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. 6.4 No Present Plan of Disposition. (A) The Affiliate has, and as of the Effective Time (as defined in the Reorganization Agreement) will have, no present plan or intention (a "Plan") to sell, transfer, exchange, pledge or otherwise dispose of, including by means of a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing being hereinafter referred to generically as a "Sale") of any of the shares of AmeriNet common stock that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon with respect thereto or issued or delivered in exchange or substitution therefor, which, when taking into account those Vista Vacations stockholders who dissent from the Merger, will reduce the Vista Vacations stockholders' ownership of AmeriNet Stock, in the aggregate, to less than fifty (50%) of the number of shares of AmeriNet Common Stock issued in the Merger. (B) (1) The Affiliate is not aware of, or participating in, any Plan on the part of Vista Vacations stockholders to engage in Sales of the shares of AmeriNet Stock to be issued in the Reorganization. (2) For purposes Section 6.4(B)(1), Shares with respect to which a pre-Reorganization Sale occurs in a Related Transaction (as defined below), shall be considered to be Shares that are exchanged for AmeriNet Stock in the Merger and then disposed of pursuant to a Plan. 306 (3) A Sale of AmeriNet Stock shall be considered to have occurred pursuant to a Plan if, among other things, such Sale occurs in a Related Transaction. (4) For purposes of this Section 6.4, a "Related Transaction" shall mean a transaction that is in contemplation of, or related or pursuant to, the reorganization or the Reorganization Agreements. (C) If any of the Affiliate's representations in this Section 6.4 cease to be true at any time prior to the Effective Time, the Affiliate will deliver to each of Vista Vacations and AmeriNet, prior to the Effective Time, a written statement to that effect, signed by the Affiliate. 6.5 Consultation with Counsel. (A) The Affiliate has carefully read this Agreement and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent the Affiliate felt necessary, with legal counsel for the Affiliate. (B) The Affiliate has carefully read the Reorganization Agreement and discussed its requirements and its impacts upon Affiliate's ability to sell, transfer, encumber, pledge or otherwise dispose of the AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent Affiliate felt necessary, with legal counsel for Affiliate. 6.6 Ownership of Shares. The Affiliate is the record owner of the Shares shown on the signature page hereto, which at the date hereof and at all times up until the Determination Date will be free and clear of any liens, claims, options, charges or other encumbrances; does not beneficially own any shares of capital stock of Vista Vacations other than such Shares; and, has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. 6.7 No Proxy Solicitations. The Affiliate will not, and will not permit any entity under Affiliate's control to: (A) Solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (B) Initiate a stockholders' vote or action by consent of Vista Vacations stockholders with respect to an Opposing Proposal; or 307 (C) Become a member of a "group" [as such term is used in Section 13(d) of the Exchange Act] with respect to any voting securities of Vista Vacations with respect to an Opposing Proposal. Article VII No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by the Affiliate in his individual capacity of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of the Affiliate with respect to, any action which may be taken or omitted by him acting in his fiduciary capacity as a director of Vista Vacations. Article VIII Rules 144 and 145. From and after the Effective Time and for so long as is necessary in order to permit the Affiliate to sell AmeriNet's Stock held by Affiliate pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, AmeriNet will use its reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Exchange Act referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit the Affiliate to sell AmeriNet's Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144. Article IX Limited Resales. The Affiliate understands that, in addition to the restrictions imposed under Section 6 of this Agreement, the provisions of Rule 145 limit Affiliate's public resales of Restricted Securities, in the manner set forth in subsections (a), (b) and (c) below: 9.1 Rule 145(d)(1). (A) Unless and until the restriction "Cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Restricted Securities may only be made by the Affiliate in compliance with the requirements of Rule 145(d)(1). (B) Rule 145(d)(1) permits such resales only: (1) While AmeriNet meets the public information requirements of Rule 144(c); (iii) in brokers' transactions or in transactions with a market maker; and 308 (2) Where the aggregate number of Restricted Securities sold at any time together with all sales of restricted AmeriNet Stock sold for Affiliate's account during the preceding three-month period does not exceed the greater of (a) One percent (1%) of AmeriNet's Common Stock outstanding; or (b) The average weekly volume of trading in AmeriNet Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. 9.2 Rule 145(d)(2). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(2) if: (A) The Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least one year after the Effective Time of the Merger; (B) The Affiliate is not an affiliate of AmeriNet; and (C) AmeriNet meets the public information requirements of Rule 144(c). 9.3 Rule 145(d)(3). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(3) if the Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least two years and is not, and has not been for the three months preceding the date of sale, an affiliate of AmeriNet. 9.4 Acknowledgment. AmeriNet acknowledges that the provisions of Section 6.3 of this Agreement will be satisfied as to any sale by the holder of the Restricted Securities pursuant to Rule 145(d), by a broker's letter and a letter from the undersigned with respect to that sale stating that each of the above-described requirements of Rule 145(d)(1) has been met or is inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3); provided, however, that AmeriNet has no reasonable basis to believe that such sales were not made in compliance with such provisions of Rule 145(d). 309 Article X Legends. (A) The Affiliate also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing the Restricted Securities and that there will be placed on the certificates evidencing the Restricted Securities legends stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which was structured to comply with the tax free reorganization provisions of Section 368(a) of the Internal revenue Code of 1986, as amended (the "Code") and was not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on applicable exemptions therefrom and from comparable provisions of the securities laws of the recipients state of domicile, and may not be sold, nor may the owner thereof reduce his or her risks relative thereto in any way, until such time as AmeriNet Group.com, Inc. ("AmeriNet"), has published the financial results covering at least thirty (30) days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act, (2) in accordance with Commission Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of AmeriNet) or Commission Rule 144 (in the case of shares issued to an individual who is an affiliate of AmeriNet) of the rules and regulations of such act, or (3) in accordance with a legal opinion satisfactory to counsel for AmeriNet that such sale or transfer is otherwise exempt from the registration requirements of such act." (B) (1) Upon the request of the Affiliate, AmeriNet shall cause the certificates resenting the Restricted Securities to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. (2) In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Restricted Securities received by Affiliate pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), or upon registration of my such shares, AmeriNet, upon the request of Affiliate, will cause the certificates representing the Restricted Securities to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d). Article XI Miscellaneous Provisions. 11.1 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 310 11.2 Consent and Waiver. The Affiliate hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which Affiliate is a party or pursuant to any rights Affiliate may have. 11.3 Binding Agreement. This Agreement will inure to the benefit of and be binding upon and enforceable against the Parties and their successors and assigns, including administrators, executors, representatives, heirs, legatees and devisees of the Affiliate and any pledgee holding Restricted Securities as collateral. 11.4 Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. 11.5 Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Delaware, except for any choice of law provisions that would result in the application of the law of another jurisdiction, and except for laws involving the fiduciary obligations of Vista Vacations's officers and directors, which shall be governed under Florida law. 11.6 Third Party Reliance. Legal counsel to and accountants for the Parties shall be entitled to rely upon this Agreement. 11.7 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the Parties. 11.8 Specific Performance: Injunctive Relief. The Parties acknowledge that AmeriNet will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreement of Affiliate set forth herein; therefore, it is agreed that, in addition to any other remedies that may be available to AmeriNet upon any such violation, AmeriNet shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to AmeriNet at law or in equity. 311 11.9 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or telex, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective Parties as follows: (1) To the Affiliate: At the contact information provided to the registrar of Vista Vacations's shares of common stock and, after the Reorganization, at the contact information provided to and maintained by AmeriNet's transfer agent. (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth, except that notices of change of address shall only be effective upon receipt. 312 11.10 Interpretation. (A) When a reference is made in this Agreement to Schedules or Exhibits, such reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 11.11 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and shall be of no force or effect. 11.12 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and the Closing hereon and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 11.13 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or 313 portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 11.14 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a con sequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 11.15 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (B) Except for the arbitration procedures outlined in paragraphs 7.2(G)(2) and 7.2(G)(3) which shall govern any arbitration proceeding described therein, in the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (a) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. 314 (3) (a) Expenses of mediation shall be borne equally by the Parties, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties involved. 11.16 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 11.17 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement which shall be the document filed with the Commission. 11.18 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by G. Richard Chamberlin, Esquire. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. (C) The use of this form of agreement or of any derivation thereof without Yankees' prior Vista Vacationstten permission is prohibited. 11.19 Information Concerning the Affiliate's Share Ownership. (A) Shares beneficially owned: (1) 75 shares of Vista Vacations Common Stock; and (2) 0 shares of Vista Vacations Common Stock subject to options, warrants or other rights. 315 Execution Pages In Witness Whereof, the Affiliate, AmeriNet, and Vista Vacations have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, sealed and delivered In Our Presence: The Affiliate - ---------------------------- /s/ Kenneth Nelson /s/ Carol Nelson - ---------------------------- ------------------------ Signature Dated: March 11, 2000 ------------------------ Print name AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: /s/ Michael H. Jordan ________________________ Michael H. Jordan, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey ______________________ Vanessa H. Lindsey, Secretary Dated: March 11, 2000 Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler _____________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba _________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 316 Exhibit "A" Irrevocable Proxy The undersigned stockholder of Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), hereby irrevocably to the extent provided by Florida law) appoints the directors on the Board of Directors of AmeriNet, Group.com, Inc., a Delaware corporation ("AmeriNet"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of Vista Vacations beneficially owned by the undersigned, which shares are listed on the final page of this Proxy (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof, until such time as that certain Reorganization dated February 28, 2000"), among AmeriNet, and Vista Vacations, shall be terminated in accordance with its terms or the Reorganization Agreement is effective. Terms: 1. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. 2. This proxy is irrevocable (to the extent provided by Florida law), is granted pursuant to the Affiliate Agreement dated as of February 28, 1 2000, between AmeriNet, Vista Vacations, and the undersigned stockholder, (the "Affiliate Agreement"), and is granted in consideration of AmeriNet entering into the Reorganization Agreement. 3. The attorneys and proxies named above will be empowered at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Vista Vacations's stockholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any proposal made in opposition to or competition with the consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations. 4. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof at every annual, special or adjourned meeting of the stockholders of Vista Vacations and in every written consent in lieu of such meeting, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates, and against any liquidation or winding up of Vista Vacations, and may not exercise this proxy on any other matter. 317 5. The undersigned stockholder may vote the Shares on all other matters. 6. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. 7. This proxy is irrevocable and coupled with an interest. 8. Stockholder Data: A. Full name: Kenneth A. Nelson Carol W. Nelson _________________ _______________ _____________ First Middle Last B. Tax identification number: Social Security number ommitted for reasons of personal privacy C. Domicile Address: 1625 3rd Street South D. Telephone, fax and e-mail: 954-262-8785 Kanelson13@aol.com E. Shares Information: (1) Number of Vista Vacations Shares owned or controlled as to voting matters: 75 Signed, sealed and delivered In Our Presence: Stockholder: - ---------------------------- ____________________________ By: /s/ Kenneth A. Nelson /s/ Carol W. Nelson ______________________________ Dated: March 10, 2000 318 EX-10.24.VV 28 AFFILIATE AGREEMENT WITH JEAN HICKMAN Affiliate Agreement This Affiliate Agreement (this "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively), and person identified in the signature page of this Agreement as the Affiliate (the "Affiliate"). Preamble: WHEREAS, concurrently with the execution of this Agreement, Vista Vacations and AmeriNet have entered into a Reorganization Agreement dated February 28, 2000, (the "Reorganization Agreement") which contemplates that Vista Vacations will become a wholly owned subsidiary of AmeriNet and all outstanding capital stock of Vista Vacations will be converted into AmeriNet common stock (the "Merger"); and WHEREAS, the Affiliate is either an officer or director of Vista Vacations or is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such quantity of common stock in Vista Vacations as requires that the Affiliate to be deemed an "affiliate" of Vista Vacations (within the meaning of Rule 405 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), as a result of which the Affiliate will be subject to restrictions on disposition of the shares of AmeriNet's common stock received as a result of the Reorganization; and WHEREAS, the determination of the accounting and tax treatment of the Reorganization will depend, in part, upon the accuracy of certain of the representations and warranties made by the Affiliate in this Agreement, as well as upon the Affiliate's compliance with certain of the agreements set forth herein; and WHEREAS, Affiliate and AmeriNet further desire to provide for an arrangement under which Affiliate will grant to AmeriNet an irrevocable proxy to vote all of the Affiliate's shares of Vista Vacations's common stock in favor of the Reorganization at a special meeting of the stockholders of Vista Vacations to be held for the purpose of voting on the Reorganization. NOW, THEREFORE, the Parties agree as follows: 319 Article I Agreement to Retain Shares. 1.1 Transfer and Encumbrance. (A) As used herein, the term "Determination Date" shall mean the earlier of: (1) The date AmeriNet shall have publicly released a report including the combined financial results of AmeriNet and Vista Vacations for a period of at least thirty (30) days of combined operations of AmeriNet and Vista Vacations; or (2) The date the Reorganization Agreement shall be terminated pursuant to Article VIII thereof. (B) The Affiliate agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the Affiliates Vista Vacations common stock or the shares of AmeriNet common stock received in exchange therefor as a result of the Reorganization (collectively or generically hereinafter referred to as the "Shares") or any New Shares (as defined in Section 1.2) acquired or to make any offer or agreement relating thereto: (1) At any time prior to the Determination Date; (2) Except in full compliance with the requirements of Rule 144 promulgated by the Commission under authority granted by the Securities Act; (3) Except in full compliance with the requirements of Sections 13 and 16 of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (4) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. 1.2 New Shares. The Affiliate agrees that any shares of capital stock of Vista Vacations or AmeriNet that Affiliate purchases or with respect to which Affiliate otherwise acquires beneficial ownership after the date of this Agreement ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 320 Article II Agreement to Vote Shares. 2.1 Voting At every meeting of the stockholders of Vista Vacations called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Vista Vacations with respect to any of the following, the Affiliate shall vote the Shares and any New Shares, including, with respect to stock options held by Affiliate, only those stock options immediately exercisable: (A) In favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization; and (B) Against approval of any proposal made in opposition to or competition with consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). 2.2 Actions In amplification of the obligations assumed by this Agreement, the Affiliate agrees not to take any actions contrary to Vista Vacations's obligations under the Reorganization Agreement or the Affiliate's obligations under this Agreement. Article III Irrevocable Proxy. Concurrently with the execution of this Agreement, the Affiliate agrees to deliver to AmeriNet a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the extent permissible under Florida law, with the total number of Shares beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by the Affiliate set forth therein. Article IV Tax Treatment. The Affiliate understands and agrees that it is intended that the Reorganization will be treated as a "reorganization" within the meaning of Code Section 368(a)(1)(B) for federal income tax purposes. 321 Article V Reliance Upon Representations, Warranties and Covenants. (A) The Affiliate has been informed that the treatment of the Reorganization for federal income tax purposes requires that a sufficient number of former stockholders of Vista Vacations maintain a meaningful continuing equity ownership interest in AmeriNet after the Reorganization. (B) The Affiliate understands that the representations, warranties and covenants of the Affiliate set forth herein will be relied upon by AmeriNet, Vista Vacations and their respective legal counsel and accounting firms. Article VI Representations, Warranties and Covenants of Affiliate. The Affiliate represents, warrants and covenants to AmeriNet as follows: 6.1 Power and Authority. The Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. 6.2 Shares Owned. Set forth following the Affiliate's signature below is the number of Shares owned by the Affiliate, including all Shares as to which the Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire Shares owned or held by the Affiliate. 6.3 Restrictions on Transfer. The Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of common stock of AmeriNet (the "AmeriNet Common Stock") that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of AmeriNet are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (A) Such transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (B) (1) Legal counsel representing the Affiliate (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or 322 (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered Vista written advice to the Affiliate (sought by Affiliate or Affiliate's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. 6.4 No Present Plan of Disposition. (A) The Affiliate has, and as of the Effective Time (as defined in the Reorganization Agreement) will have, no present plan or intention (a "Plan") to sell, transfer, exchange, pledge or otherwise dispose of, including by means of a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing being hereinafter referred to generically as a "Sale") of any of the shares of AmeriNet common stock that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon with respect thereto or issued or delivered in exchange or substitution therefor, which, when taking into account those Vista Vacations stockholders who dissent from the Merger, will reduce the Vista Vacations stockholders' ownership of AmeriNet Stock, in the aggregate, to less than fifty (50%) of the number of shares of AmeriNet Common Stock issued in the Merger. (B) (1) The Affiliate is not aware of, or participating in, any Plan on the part of Vista Vacations stockholders to engage in Sales of the shares of AmeriNet Stock to be issued in the Reorganization. (2) For purposes Section 6.4(B)(1), Shares with respect to which a pre-Reorganization Sale occurs in a Related Transaction (as defined below), shall be considered to be Shares that are exchanged for AmeriNet Stock in the Merger and then disposed of pursuant to a Plan. 323 (3) A Sale of AmeriNet Stock shall be considered to have occurred pursuant to a Plan if, among other things, such Sale occurs in a Related Transaction. (4) For purposes of this Section 6.4, a "Related Transaction" shall mean a transaction that is in contemplation of, or related or pursuant to, the reorganization or the Reorganization Agreements. (C) If any of the Affiliate's representations in this Section 6.4 cease to be true at any time prior to the Effective Time, the Affiliate will deliver to each of Vista Vacations and AmeriNet, prior to the Effective Time, a written statement to that effect, signed by the Affiliate. 6.5 Consultation with Counsel. (A) The Affiliate has carefully read this Agreement and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent the Affiliate felt necessary, with legal counsel for the Affiliate. (B) The Affiliate has carefully read the Reorganization Agreement and discussed its requirements and its impacts upon Affiliate's ability to sell, transfer, encumber, pledge or otherwise dispose of the AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent Affiliate felt necessary, with legal counsel for Affiliate. 6.6 Ownership of Shares. The Affiliate is the record owner of the Shares shown on the signature page hereto, which at the date hereof and at all times up until the Determination Date will be free and clear of any liens, claims, options, charges or other encumbrances; does not beneficially own any shares of capital stock of Vista Vacations other than such Shares; and, has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. 6.7 No Proxy Solicitations. The Affiliate will not, and will not permit any entity under Affiliate's control to: (A) Solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (B) Initiate a stockholders' vote or action by consent of Vista Vacations stockholders with respect to an Opposing Proposal; or 324 (C) Become a member of a "group" [as such term is used in Section 13(d) of the Exchange Act] with respect to any voting securities of Vista Vacations with respect to an Opposing Proposal. Article VII No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by the Affiliate in his individual capacity of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of the Affiliate with respect to, any action which may be taken or omitted by him acting in his fiduciary capacity as a director of Vista Vacations. Article VIII Rules 144 and 145. From and after the Effective Time and for so long as is necessary in order to permit the Affiliate to sell AmeriNet's Stock held by Affiliate pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, AmeriNet will use its reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Exchange Act referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit the Affiliate to sell AmeriNet's Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144. Article IX Limited Resales. The Affiliate understands that, in addition to the restrictions imposed under Section 6 of this Agreement, the provisions of Rule 145 limit Affiliate's public resales of Restricted Securities, in the manner set forth in subsections (a), (b) and (c) below: 9.1 Rule 145(d)(1). (A) Unless and until the restriction "Cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Restricted Securities may only be made by the Affiliate in compliance with the requirements of Rule 145(d)(1). (B) Rule 145(d)(1) permits such resales only: (1) While AmeriNet meets the public information requirements of Rule 144(c); (iii) in brokers' transactions or in transactions with a market maker; and 325 (2) Where the aggregate number of Restricted Securities sold at any time together with all sales of restricted AmeriNet Stock sold for Affiliate's account during the preceding three-month period does not exceed the greater of (a) One percent (1%) of AmeriNet's Common Stock outstanding; or (b) The average weekly volume of trading in AmeriNet Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. 9.2 Rule 145(d)(2). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(2) if: (A) The Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least one year after the Effective Time of the Merger; (B) The Affiliate is not an affiliate of AmeriNet; and (C) AmeriNet meets the public information requirements of Rule 144(c). 9.3 Rule 145(d)(3). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(3) if the Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least two years and is not, and has not been for the three months preceding the date of sale, an affiliate of AmeriNet. 9.4 Acknowledgment. AmeriNet acknowledges that the provisions of Section 6.3 of this Agreement will be satisfied as to any sale by the holder of the Restricted Securities pursuant to Rule 145(d), by a broker's letter and a letter from the undersigned with respect to that sale stating that each of the above-described requirements of Rule 145(d)(1) has been met or is inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3); provided, however, that AmeriNet has no reasonable basis to believe that such sales were not made in compliance with such provisions of Rule 145(d). 326 Article X Legends. (A) The Affiliate also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing the Restricted Securities and that there will be placed on the certificates evidencing the Restricted Securities legends stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which was structured to comply with the tax free reorganization provisions of Section 368(a) of the Internal revenue Code of 1986, as amended (the "Code") and was not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on applicable exemptions therefrom and from comparable provisions of the securities laws of the recipients state of domicile, and may not be sold, nor may the owner thereof reduce his or her risks relative thereto in any way, until such time as AmeriNet Group.com, Inc. ("AmeriNet"), has published the financial results covering at least thirty (30) days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act, (2) in accordance with Commission Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of AmeriNet) or Commission Rule 144 (in the case of shares issued to an individual who is an affiliate of AmeriNet) of the rules and regulations of such act, or (3) in accordance with a legal opinion satisfactory to counsel for AmeriNet that such sale or transfer is otherwise exempt from the registration requirements of such act." (B) (1) Upon the request of the Affiliate, AmeriNet shall cause the certificates resenting the Restricted Securities to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. (2) In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Restricted Securities received by Affiliate pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), or upon registration of my such shares, AmeriNet, upon the request of Affiliate, will cause the certificates representing the Restricted Securities to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d). Article XI Miscellaneous Provisions. 11.1 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 327 11.2 Consent and Waiver. The Affiliate hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which Affiliate is a party or pursuant to any rights Affiliate may have. 11.3 Binding Agreement. This Agreement will inure to the benefit of and be binding upon and enforceable against the Parties and their successors and assigns, including administrators, executors, representatives, heirs, legatees and devisees of the Affiliate and any pledgee holding Restricted Securities as collateral. 11.4 Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. 11.5 Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Delaware, except for any choice of law provisions that would result in the application of the law of another jurisdiction, and except for laws involving the fiduciary obligations of Vista Vacations's officers and directors, which shall be governed under Florida law. 11.6 Third Party Reliance. Legal counsel to and accountants for the Parties shall be entitled to rely upon this Agreement. 11.7 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the Parties. 11.8 Specific Performance: Injunctive Relief. The Parties acknowledge that AmeriNet will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreement of Affiliate set forth herein; therefore, it is agreed that, in addition to any other remedies that may be available to AmeriNet upon any such violation, AmeriNet shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to AmeriNet at law or in equity. 328 11.9 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or telex, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective Parties as follows: (1) To the Affiliate: At the contact information provided to the registrar of Vista Vacations's shares of common stock and, after the Reorganization, at the contact information provided to and maintained by AmeriNet's transfer agent. (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth, except that notices of change of address shall only be effective upon receipt. 329 11.10 Interpretation. (A) When a reference is made in this Agreement to Schedules or Exhibits, such reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 11.11 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and shall be of no force or effect. 11.12 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and the Closing hereon and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 11.13 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or 330 portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 11.14 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a con sequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 11.15 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (B) Except for the arbitration procedures outlined in paragraphs 7.2(G)(2) and 7.2(G)(3) which shall govern any arbitration proceeding described therein, in the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (a) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. 331 (3) (a) Expenses of mediation shall be borne equally by the Parties, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties involved. 11.16 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 11.17 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement which shall be the document filed with the Commission. 11.18 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by G. Richard Chamberlin, Esquire. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. (C) The use of this form of agreement or of any derivation thereof without Yankees' prior Vista Vacationstten permission is prohibited. 11.19 Information Concerning the Affiliate's Share Ownership. (A) Shares beneficially owned: (1) 180 shares of Vista Vacations Common Stock; and (2) 0 shares of Vista Vacations Common Stock subject to options, warrants or other rights. 332 Execution Pages In Witness Whereof, the Affiliate, AmeriNet, and Vista Vacations have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, sealed and delivered In Our Presence: The Affiliate - ---------------------------- /s/ Jean Hickman - ---------------------------- ------------------------ Signature Dated: March 11, 2000 Jean Hickman ------------------------ Print name AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: /s/ Michael H. Jordan ________________________ Michael H. Jordan, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey ______________________ Vanessa H. Lindsey, Secretary Dated: March 11, 2000 Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler _____________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba _________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 333 Exhibit "A" Irrevocable Proxy The undersigned stockholder of Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), hereby irrevocably to the extent provided by Florida law) appoints the directors on the Board of Directors of AmeriNet, Group.com, Inc., a Delaware corporation ("AmeriNet"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of Vista Vacations beneficially owned by the undersigned, which shares are listed on the final page of this Proxy (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof, until such time as that certain Reorganization dated February 28, 2000"), among AmeriNet, and Vista Vacations, shall be terminated in accordance with its terms or the Reorganization Agreement is effective. Terms: 1. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. 2. This proxy is irrevocable (to the extent provided by Florida law), is granted pursuant to the Affiliate Agreement dated as of February 28, 1 2000, between AmeriNet, Vista Vacations, and the undersigned stockholder, (the "Affiliate Agreement"), and is granted in consideration of AmeriNet entering into the Reorganization Agreement. 3. The attorneys and proxies named above will be empowered at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Vista Vacations's stockholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any proposal made in opposition to or competition with the consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations. 4. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof at every annual, special or adjourned meeting of the stockholders of Vista Vacations and in every written consent in lieu of such meeting, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates, and against any liquidation or winding up of Vista Vacations, and may not exercise this proxy on any other matter. 334 5. The undersigned stockholder may vote the Shares on all other matters. 6. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. 7. This proxy is irrevocable and coupled with an interest. 8. Stockholder Data: A. Full name: Jean Hickman _________________ _______________ _____________ First Middle Last B. Tax identification number: Social Security number ommitted for reasons of personal privacy C. Domicile Address: 3780 Southwest 19th Street; Ft. Lauderdale, Florida 33312 D. Telephone, fax and e-mail: 954-975-0898 Jeane@flinet.com E. Shares Information: (1) Number of Vista Vacations Shares owned or controlled as to voting matters: 180 Signed, sealed and delivered In Our Presence: Stockholder: - ---------------------------- ____________________________ By: /s/ Jean Hickman ______________________________ Dated: March 15, 2000 335 EX-10.25.VV 29 AFFILIATE AGREEMENT WITH KARYN MCKNIGHT Affiliate Agreement This Affiliate Agreement (this "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively), and person identified in the signature page of this Agreement as the Affiliate (the "Affiliate"). Preamble: WHEREAS, concurrently with the execution of this Agreement, Vista Vacations and AmeriNet have entered into a Reorganization Agreement dated February 28, 2000, (the "Reorganization Agreement") which contemplates that Vista Vacations will become a wholly owned subsidiary of AmeriNet and all outstanding capital stock of Vista Vacations will be converted into AmeriNet common stock (the "Merger"); and WHEREAS, the Affiliate is either an officer or director of Vista Vacations or is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such quantity of common stock in Vista Vacations as requires that the Affiliate to be deemed an "affiliate" of Vista Vacations (within the meaning of Rule 405 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), as a result of which the Affiliate will be subject to restrictions on disposition of the shares of AmeriNet's common stock received as a result of the Reorganization; and WHEREAS, the determination of the accounting and tax treatment of the Reorganization will depend, in part, upon the accuracy of certain of the representations and warranties made by the Affiliate in this Agreement, as well as upon the Affiliate's compliance with certain of the agreements set forth herein; and WHEREAS, Affiliate and AmeriNet further desire to provide for an arrangement under which Affiliate will grant to AmeriNet an irrevocable proxy to vote all of the Affiliate's shares of Vista Vacations's common stock in favor of the Reorganization at a special meeting of the stockholders of Vista Vacations to be held for the purpose of voting on the Reorganization. NOW, THEREFORE, the Parties agree as follows: 336 Article I Agreement to Retain Shares. 1.1 Transfer and Encumbrance. (A) As used herein, the term "Determination Date" shall mean the earlier of: (1) The date AmeriNet shall have publicly released a report including the combined financial results of AmeriNet and Vista Vacations for a period of at least thirty (30) days of combined operations of AmeriNet and Vista Vacations; or (2) The date the Reorganization Agreement shall be terminated pursuant to Article VIII thereof. (B) The Affiliate agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the Affiliates Vista Vacations common stock or the shares of AmeriNet common stock received in exchange therefor as a result of the Reorganization (collectively or generically hereinafter referred to as the "Shares") or any New Shares (as defined in Section 1.2) acquired or to make any offer or agreement relating thereto: (1) At any time prior to the Determination Date; (2) Except in full compliance with the requirements of Rule 144 promulgated by the Commission under authority granted by the Securities Act; (3) Except in full compliance with the requirements of Sections 13 and 16 of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (4) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. 1.2 New Shares. The Affiliate agrees that any shares of capital stock of Vista Vacations or AmeriNet that Affiliate purchases or with respect to which Affiliate otherwise acquires beneficial ownership after the date of this Agreement ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 337 Article II Agreement to Vote Shares. 2.1 Voting At every meeting of the stockholders of Vista Vacations called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Vista Vacations with respect to any of the following, the Affiliate shall vote the Shares and any New Shares, including, with respect to stock options held by Affiliate, only those stock options immediately exercisable: (A) In favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization; and (B) Against approval of any proposal made in opposition to or competition with consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). 2.2 Actions In amplification of the obligations assumed by this Agreement, the Affiliate agrees not to take any actions contrary to Vista Vacations's obligations under the Reorganization Agreement or the Affiliate's obligations under this Agreement. Article III Irrevocable Proxy. Concurrently with the execution of this Agreement, the Affiliate agrees to deliver to AmeriNet a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the extent permissible under Florida law, with the total number of Shares beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by the Affiliate set forth therein. Article IV Tax Treatment. The Affiliate understands and agrees that it is intended that the Reorganization will be treated as a "reorganization" within the meaning of Code Section 368(a)(1)(B) for federal income tax purposes. 338 Article V Reliance Upon Representations, Warranties and Covenants. (A) The Affiliate has been informed that the treatment of the Reorganization for federal income tax purposes requires that a sufficient number of former stockholders of Vista Vacations maintain a meaningful continuing equity ownership interest in AmeriNet after the Reorganization. (B) The Affiliate understands that the representations, warranties and covenants of the Affiliate set forth herein will be relied upon by AmeriNet, Vista Vacations and their respective legal counsel and accounting firms. Article VI Representations, Warranties and Covenants of Affiliate. The Affiliate represents, warrants and covenants to AmeriNet as follows: 6.1 Power and Authority. The Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. 6.2 Shares Owned. Set forth following the Affiliate's signature below is the number of Shares owned by the Affiliate, including all Shares as to which the Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire Shares owned or held by the Affiliate. 6.3 Restrictions on Transfer. The Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of common stock of AmeriNet (the "AmeriNet Common Stock") that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of AmeriNet are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (A) Such transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (B) (1) Legal counsel representing the Affiliate (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or 339 (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered Vista written advice to the Affiliate (sought by Affiliate or Affiliate's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. 6.4 No Present Plan of Disposition. (A) The Affiliate has, and as of the Effective Time (as defined in the Reorganization Agreement) will have, no present plan or intention (a "Plan") to sell, transfer, exchange, pledge or otherwise dispose of, including by means of a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing being hereinafter referred to generically as a "Sale") of any of the shares of AmeriNet common stock that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon with respect thereto or issued or delivered in exchange or substitution therefor, which, when taking into account those Vista Vacations stockholders who dissent from the Merger, will reduce the Vista Vacations stockholders' ownership of AmeriNet Stock, in the aggregate, to less than fifty (50%) of the number of shares of AmeriNet Common Stock issued in the Merger. (B) (1) The Affiliate is not aware of, or participating in, any Plan on the part of Vista Vacations stockholders to engage in Sales of the shares of AmeriNet Stock to be issued in the Reorganization. (2) For purposes Section 6.4(B)(1), Shares with respect to which a pre-Reorganization Sale occurs in a Related Transaction (as defined below), shall be considered to be Shares that are exchanged for AmeriNet Stock in the Merger and then disposed of pursuant to a Plan. 340 (3) A Sale of AmeriNet Stock shall be considered to have occurred pursuant to a Plan if, among other things, such Sale occurs in a Related Transaction. (4) For purposes of this Section 6.4, a "Related Transaction" shall mean a transaction that is in contemplation of, or related or pursuant to, the reorganization or the Reorganization Agreements. (C) If any of the Affiliate's representations in this Section 6.4 cease to be true at any time prior to the Effective Time, the Affiliate will deliver to each of Vista Vacations and AmeriNet, prior to the Effective Time, a written statement to that effect, signed by the Affiliate. 6.5 Consultation with Counsel. (A) The Affiliate has carefully read this Agreement and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent the Affiliate felt necessary, with legal counsel for the Affiliate. (B) The Affiliate has carefully read the Reorganization Agreement and discussed its requirements and its impacts upon Affiliate's ability to sell, transfer, encumber, pledge or otherwise dispose of the AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent Affiliate felt necessary, with legal counsel for Affiliate. 6.6 Ownership of Shares. The Affiliate is the record owner of the Shares shown on the signature page hereto, which at the date hereof and at all times up until the Determination Date will be free and clear of any liens, claims, options, charges or other encumbrances; does not beneficially own any shares of capital stock of Vista Vacations other than such Shares; and, has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. 6.7 No Proxy Solicitations. The Affiliate will not, and will not permit any entity under Affiliate's control to: (A) Solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (B) Initiate a stockholders' vote or action by consent of Vista Vacations stockholders with respect to an Opposing Proposal; or 341 (C) Become a member of a "group" [as such term is used in Section 13(d) of the Exchange Act] with respect to any voting securities of Vista Vacations with respect to an Opposing Proposal. Article VII No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by the Affiliate in his individual capacity of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of the Affiliate with respect to, any action which may be taken or omitted by him acting in his fiduciary capacity as a director of Vista Vacations. Article VIII Rules 144 and 145. From and after the Effective Time and for so long as is necessary in order to permit the Affiliate to sell AmeriNet's Stock held by Affiliate pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, AmeriNet will use its reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Exchange Act referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit the Affiliate to sell AmeriNet's Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144. Article IX Limited Resales. The Affiliate understands that, in addition to the restrictions imposed under Section 6 of this Agreement, the provisions of Rule 145 limit Affiliate's public resales of Restricted Securities, in the manner set forth in subsections (a), (b) and (c) below: 9.1 Rule 145(d)(1). (A) Unless and until the restriction "Cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Restricted Securities may only be made by the Affiliate in compliance with the requirements of Rule 145(d)(1). (B) Rule 145(d)(1) permits such resales only: (1) While AmeriNet meets the public information requirements of Rule 144(c); (iii) in brokers' transactions or in transactions with a market maker; and 342 (2) Where the aggregate number of Restricted Securities sold at any time together with all sales of restricted AmeriNet Stock sold for Affiliate's account during the preceding three-month period does not exceed the greater of (a) One percent (1%) of AmeriNet's Common Stock outstanding; or (b) The average weekly volume of trading in AmeriNet Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. 9.2 Rule 145(d)(2). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(2) if: (A) The Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least one year after the Effective Time of the Merger; (B) The Affiliate is not an affiliate of AmeriNet; and (C) AmeriNet meets the public information requirements of Rule 144(c). 9.3 Rule 145(d)(3). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(3) if the Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least two years and is not, and has not been for the three months preceding the date of sale, an affiliate of AmeriNet. 9.4 Acknowledgment. AmeriNet acknowledges that the provisions of Section 6.3 of this Agreement will be satisfied as to any sale by the holder of the Restricted Securities pursuant to Rule 145(d), by a broker's letter and a letter from the undersigned with respect to that sale stating that each of the above-described requirements of Rule 145(d)(1) has been met or is inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3); provided, however, that AmeriNet has no reasonable basis to believe that such sales were not made in compliance with such provisions of Rule 145(d). 343 Article X Legends. (A) The Affiliate also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing the Restricted Securities and that there will be placed on the certificates evidencing the Restricted Securities legends stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which was structured to comply with the tax free reorganization provisions of Section 368(a) of the Internal revenue Code of 1986, as amended (the "Code") and was not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on applicable exemptions therefrom and from comparable provisions of the securities laws of the recipients state of domicile, and may not be sold, nor may the owner thereof reduce his or her risks relative thereto in any way, until such time as AmeriNet Group.com, Inc. ("AmeriNet"), has published the financial results covering at least thirty (30) days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act, (2) in accordance with Commission Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of AmeriNet) or Commission Rule 144 (in the case of shares issued to an individual who is an affiliate of AmeriNet) of the rules and regulations of such act, or (3) in accordance with a legal opinion satisfactory to counsel for AmeriNet that such sale or transfer is otherwise exempt from the registration requirements of such act." (B) (1) Upon the request of the Affiliate, AmeriNet shall cause the certificates resenting the Restricted Securities to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. (2) In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Restricted Securities received by Affiliate pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), or upon registration of my such shares, AmeriNet, upon the request of Affiliate, will cause the certificates representing the Restricted Securities to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d). Article XI Miscellaneous Provisions. 11.1 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 344 11.2 Consent and Waiver. The Affiliate hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which Affiliate is a party or pursuant to any rights Affiliate may have. 11.3 Binding Agreement. This Agreement will inure to the benefit of and be binding upon and enforceable against the Parties and their successors and assigns, including administrators, executors, representatives, heirs, legatees and devisees of the Affiliate and any pledgee holding Restricted Securities as collateral. 11.4 Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. 11.5 Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Delaware, except for any choice of law provisions that would result in the application of the law of another jurisdiction, and except for laws involving the fiduciary obligations of Vista Vacations's officers and directors, which shall be governed under Florida law. 11.6 Third Party Reliance. Legal counsel to and accountants for the Parties shall be entitled to rely upon this Agreement. 11.7 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the Parties. 11.8 Specific Performance: Injunctive Relief. The Parties acknowledge that AmeriNet will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreement of Affiliate set forth herein; therefore, it is agreed that, in addition to any other remedies that may be available to AmeriNet upon any such violation, AmeriNet shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to AmeriNet at law or in equity. 345 11.9 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or telex, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective Parties as follows: (1) To the Affiliate: At the contact information provided to the registrar of Vista Vacations's shares of common stock and, after the Reorganization, at the contact information provided to and maintained by AmeriNet's transfer agent. (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth, except that notices of change of address shall only be effective upon receipt. 346 11.10 Interpretation. (A) When a reference is made in this Agreement to Schedules or Exhibits, such reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 11.11 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and shall be of no force or effect. 11.12 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and the Closing hereon and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 11.13 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or 347 portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 11.14 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a con sequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 11.15 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (B) Except for the arbitration procedures outlined in paragraphs 7.2(G)(2) and 7.2(G)(3) which shall govern any arbitration proceeding described therein, in the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (a) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. 348 (3) (a) Expenses of mediation shall be borne equally by the Parties, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties involved. 11.16 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 11.17 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement which shall be the document filed with the Commission. 11.18 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by G. Richard Chamberlin, Esquire. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. (C) The use of this form of agreement or of any derivation thereof without Yankees' prior Vista Vacationstten permission is prohibited. 11.19 Information Concerning the Affiliate's Share Ownership. (A) Shares beneficially owned: (1) 20 shares of Vista Vacations Common Stock; and (2) 0 shares of Vista Vacations Common Stock subject to options, warrants or other rights. 349 Execution Pages In Witness Whereof, the Affiliate, AmeriNet, and Vista Vacations have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, sealed and delivered In Our Presence: The Affiliate - ---------------------------- /s/ Karyn McKnight - ---------------------------- ------------------------ Signature Dated: March 11, 2000 Karyn McKnight ------------------------ Print name AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: /s/ Michael H. Jordan ________________________ Michael H. Jordan, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey ______________________ Vanessa H. Lindsey, Secretary Dated: March 11, 2000 Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler _____________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba _________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 350 Exhibit "A" Irrevocable Proxy The undersigned stockholder of Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), hereby irrevocably to the extent provided by Florida law) appoints the directors on the Board of Directors of AmeriNet, Group.com, Inc., a Delaware corporation ("AmeriNet"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of Vista Vacations beneficially owned by the undersigned, which shares are listed on the final page of this Proxy (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof, until such time as that certain Reorganization dated February 28, 2000"), among AmeriNet, and Vista Vacations, shall be terminated in accordance with its terms or the Reorganization Agreement is effective. Terms: 1. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. 2. This proxy is irrevocable (to the extent provided by Florida law), is granted pursuant to the Affiliate Agreement dated as of February 28, 1 2000, between AmeriNet, Vista Vacations, and the undersigned stockholder, (the "Affiliate Agreement"), and is granted in consideration of AmeriNet entering into the Reorganization Agreement. 3. The attorneys and proxies named above will be empowered at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Vista Vacations's stockholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any proposal made in opposition to or competition with the consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations. 4. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof at every annual, special or adjourned meeting of the stockholders of Vista Vacations and in every written consent in lieu of such meeting, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates, and against any liquidation or winding up of Vista Vacations, and may not exercise this proxy on any other matter. 351 5. The undersigned stockholder may vote the Shares on all other matters. 6. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. 7. This proxy is irrevocable and coupled with an interest. 8. Stockholder Data: A. Full name: Karyn Mcknight _________________ _______________ _____________ First Middle Last B. Tax identification number: Social Security number ommitted for reasons of personal privacy C. Domicile Address: 10020A Main Street Suite 177 Bellevue, Washington 98004 D. Telephone, fax and e-mail: 425-957-3561 425-641-1248fax McKnights@aol.com E. Shares Information: (1) Number of Vista Vacations Shares owned or controlled as to voting matters: 20 Signed, sealed and delivered In Our Presence: Stockholder: - ---------------------------- ____________________________ By: /s/ Karyn McKnight ______________________________ Dated: February 28, 2000 352 EX-10.26.VV 30 AFFILIATE AGREEMENT WITH NELLIE TIPPERY Affiliate Agreement This Affiliate Agreement (this "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively), and person identified in the signature page of this Agreement as the Affiliate (the "Affiliate"). Preamble: WHEREAS, concurrently with the execution of this Agreement, Vista Vacations and AmeriNet have entered into a Reorganization Agreement dated February 28, 2000, (the "Reorganization Agreement") which contemplates that Vista Vacations will become a wholly owned subsidiary of AmeriNet and all outstanding capital stock of Vista Vacations will be converted into AmeriNet common stock (the "Merger"); and WHEREAS, the Affiliate is either an officer or director of Vista Vacations or is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such quantity of common stock in Vista Vacations as requires that the Affiliate to be deemed an "affiliate" of Vista Vacations (within the meaning of Rule 405 promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), as a result of which the Affiliate will be subject to restrictions on disposition of the shares of AmeriNet's common stock received as a result of the Reorganization; and WHEREAS, the determination of the accounting and tax treatment of the Reorganization will depend, in part, upon the accuracy of certain of the representations and warranties made by the Affiliate in this Agreement, as well as upon the Affiliate's compliance with certain of the agreements set forth herein; and WHEREAS, Affiliate and AmeriNet further desire to provide for an arrangement under which Affiliate will grant to AmeriNet an irrevocable proxy to vote all of the Affiliate's shares of Vista Vacations's common stock in favor of the Reorganization at a special meeting of the stockholders of Vista Vacations to be held for the purpose of voting on the Reorganization. NOW, THEREFORE, the Parties agree as follows: 353 Article I Agreement to Retain Shares. 1.1 Transfer and Encumbrance. (A) As used herein, the term "Determination Date" shall mean the earlier of: (1) The date AmeriNet shall have publicly released a report including the combined financial results of AmeriNet and Vista Vacations for a period of at least thirty (30) days of combined operations of AmeriNet and Vista Vacations; or (2) The date the Reorganization Agreement shall be terminated pursuant to Article VIII thereof. (B) The Affiliate agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber the Affiliates Vista Vacations common stock or the shares of AmeriNet common stock received in exchange therefor as a result of the Reorganization (collectively or generically hereinafter referred to as the "Shares") or any New Shares (as defined in Section 1.2) acquired or to make any offer or agreement relating thereto: (1) At any time prior to the Determination Date; (2) Except in full compliance with the requirements of Rule 144 promulgated by the Commission under authority granted by the Securities Act; (3) Except in full compliance with the requirements of Sections 13 and 16 of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (4) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. 1.2 New Shares. The Affiliate agrees that any shares of capital stock of Vista Vacations or AmeriNet that Affiliate purchases or with respect to which Affiliate otherwise acquires beneficial ownership after the date of this Agreement ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 354 Article II Agreement to Vote Shares. 2.1 Voting At every meeting of the stockholders of Vista Vacations called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Vista Vacations with respect to any of the following, the Affiliate shall vote the Shares and any New Shares, including, with respect to stock options held by Affiliate, only those stock options immediately exercisable: (A) In favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization; and (B) Against approval of any proposal made in opposition to or competition with consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization, with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). 2.2 Actions In amplification of the obligations assumed by this Agreement, the Affiliate agrees not to take any actions contrary to Vista Vacations's obligations under the Reorganization Agreement or the Affiliate's obligations under this Agreement. Article III Irrevocable Proxy. Concurrently with the execution of this Agreement, the Affiliate agrees to deliver to AmeriNet a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the extent permissible under Florida law, with the total number of Shares beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by the Affiliate set forth therein. Article IV Tax Treatment. The Affiliate understands and agrees that it is intended that the Reorganization will be treated as a "reorganization" within the meaning of Code Section 368(a)(1)(B) for federal income tax purposes. 355 Article V Reliance Upon Representations, Warranties and Covenants. (A) The Affiliate has been informed that the treatment of the Reorganization for federal income tax purposes requires that a sufficient number of former stockholders of Vista Vacations maintain a meaningful continuing equity ownership interest in AmeriNet after the Reorganization. (B) The Affiliate understands that the representations, warranties and covenants of the Affiliate set forth herein will be relied upon by AmeriNet, Vista Vacations and their respective legal counsel and accounting firms. Article VI Representations, Warranties and Covenants of Affiliate. The Affiliate represents, warrants and covenants to AmeriNet as follows: 6.1 Power and Authority. The Affiliate has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Affiliate's obligations hereunder. 6.2 Shares Owned. Set forth following the Affiliate's signature below is the number of Shares owned by the Affiliate, including all Shares as to which the Affiliate has sole or shared voting or investment power and all rights, options and warrants to acquire Shares owned or held by the Affiliate. 6.3 Restrictions on Transfer. The Affiliate will not sell, transfer, exchange, pledge or otherwise dispose of, or make any offer or agreement relating to any of the foregoing with respect to, any shares of common stock of AmeriNet (the "AmeriNet Common Stock") that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon or with respect thereto or issued or delivered in exchange or substitution therefor (all such shares and other securities of AmeriNet are sometimes collectively referred to as "Restricted Securities"), or any option, right or other interest with respect to any Restricted Securities, unless: (A) Such transaction is permitted pursuant to Rule 145(c) and 145(d) under the Securities Act; (B) (1) Legal counsel representing the Affiliate (which legal counsel is reasonably satisfactory to AmeriNet), shall have advised AmeriNet in a written opinion letter satisfactory to AmeriNet and AmeriNet's legal counsel, and upon which AmeriNet and its legal counsel may rely, that no registration under the Securities Act would be required in connection with the proposed sale, transfer or other disposition and that all requirements under the Exchange Act, including Sections 13 and 16 thereof have been complied with; or 356 (2) A registration statement under the Securities Act covering AmeriNet's Stock proposed to be sold, transferred or otherwise disposed of, describing the manner and terms of the proposed sale, transfer or other disposition, and containing a current prospectus, shall have been filed with the Securities and Exchange Commission (the "Commission") and made effective under the Securities Act; or (3) An authorized representative of the Commission shall have rendered Vista written advice to the Affiliate (sought by Affiliate or Affiliate's legal counsel, with a copy thereof and all other related communications delivered to AmeriNet) to the effect that the Commission would take no action, or that the staff of the Commission would not recommend that the Commission take any action, with respect to the proposed disposition if consummated. 6.4 No Present Plan of Disposition. (A) The Affiliate has, and as of the Effective Time (as defined in the Reorganization Agreement) will have, no present plan or intention (a "Plan") to sell, transfer, exchange, pledge or otherwise dispose of, including by means of a distribution by a partnership to its partners, or a corporation to its stockholders, or any other transaction which results in a reduction in the risk of ownership (any of the foregoing being hereinafter referred to generically as a "Sale") of any of the shares of AmeriNet common stock that the Affiliate may acquire in connection with the Merger, or any securities that may be paid as a dividend or otherwise distributed thereon with respect thereto or issued or delivered in exchange or substitution therefor, which, when taking into account those Vista Vacations stockholders who dissent from the Merger, will reduce the Vista Vacations stockholders' ownership of AmeriNet Stock, in the aggregate, to less than fifty (50%) of the number of shares of AmeriNet Common Stock issued in the Merger. (B) (1) The Affiliate is not aware of, or participating in, any Plan on the part of Vista Vacations stockholders to engage in Sales of the shares of AmeriNet Stock to be issued in the Reorganization. (2) For purposes Section 6.4(B)(1), Shares with respect to which a pre-Reorganization Sale occurs in a Related Transaction (as defined below), shall be considered to be Shares that are exchanged for AmeriNet Stock in the Merger and then disposed of pursuant to a Plan. 357 (3) A Sale of AmeriNet Stock shall be considered to have occurred pursuant to a Plan if, among other things, such Sale occurs in a Related Transaction. (4) For purposes of this Section 6.4, a "Related Transaction" shall mean a transaction that is in contemplation of, or related or pursuant to, the reorganization or the Reorganization Agreements. (C) If any of the Affiliate's representations in this Section 6.4 cease to be true at any time prior to the Effective Time, the Affiliate will deliver to each of Vista Vacations and AmeriNet, prior to the Effective Time, a written statement to that effect, signed by the Affiliate. 6.5 Consultation with Counsel. (A) The Affiliate has carefully read this Agreement and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent the Affiliate felt necessary, with legal counsel for the Affiliate. (B) The Affiliate has carefully read the Reorganization Agreement and discussed its requirements and its impacts upon Affiliate's ability to sell, transfer, encumber, pledge or otherwise dispose of the AmeriNet Shares to be acquired by Affiliate in the Reorganization, to the extent Affiliate felt necessary, with legal counsel for Affiliate. 6.6 Ownership of Shares. The Affiliate is the record owner of the Shares shown on the signature page hereto, which at the date hereof and at all times up until the Determination Date will be free and clear of any liens, claims, options, charges or other encumbrances; does not beneficially own any shares of capital stock of Vista Vacations other than such Shares; and, has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. 6.7 No Proxy Solicitations. The Affiliate will not, and will not permit any entity under Affiliate's control to: (A) Solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (B) Initiate a stockholders' vote or action by consent of Vista Vacations stockholders with respect to an Opposing Proposal; or 358 (C) Become a member of a "group" [as such term is used in Section 13(d) of the Exchange Act] with respect to any voting securities of Vista Vacations with respect to an Opposing Proposal. Article VII No Limitation on Discretion as Director. This Agreement is intended solely to apply to the exercise by the Affiliate in his individual capacity of rights attaching to ownership of the Shares, and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of the Affiliate with respect to, any action which may be taken or omitted by him acting in his fiduciary capacity as a director of Vista Vacations. Article VIII Rules 144 and 145. From and after the Effective Time and for so long as is necessary in order to permit the Affiliate to sell AmeriNet's Stock held by Affiliate pursuant to Rule 145 and, to the extent applicable, Rule 144 under the Securities Act, AmeriNet will use its reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Sections 13 or 15(d) of the Exchange Act referred to in paragraph (c)(1) of Rule 144 under the Securities Act, in order to permit the Affiliate to sell AmeriNet's Stock held by it pursuant to the terms and conditions of Rule 145 and the applicable provisions of Rule 144. Article IX Limited Resales. The Affiliate understands that, in addition to the restrictions imposed under Section 6 of this Agreement, the provisions of Rule 145 limit Affiliate's public resales of Restricted Securities, in the manner set forth in subsections (a), (b) and (c) below: 9.1 Rule 145(d)(1). (A) Unless and until the restriction "Cut-off" provisions of Rule 145(d)(2) or Rule 145(d)(3) set forth below become available, public resales of Restricted Securities may only be made by the Affiliate in compliance with the requirements of Rule 145(d)(1). (B) Rule 145(d)(1) permits such resales only: (1) While AmeriNet meets the public information requirements of Rule 144(c); (iii) in brokers' transactions or in transactions with a market maker; and 359 (2) Where the aggregate number of Restricted Securities sold at any time together with all sales of restricted AmeriNet Stock sold for Affiliate's account during the preceding three-month period does not exceed the greater of (a) One percent (1%) of AmeriNet's Common Stock outstanding; or (b) The average weekly volume of trading in AmeriNet Common Stock on all national securities exchanges, or reported through the automated quotation system of a registered securities association, during the four calendar weeks preceding the date of receipt of the order to execute the sale. 9.2 Rule 145(d)(2). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(2) if: (A) The Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least one year after the Effective Time of the Merger; (B) The Affiliate is not an affiliate of AmeriNet; and (C) AmeriNet meets the public information requirements of Rule 144(c). 9.3 Rule 145(d)(3). The Affiliate may make unrestricted sales of Restricted Securities pursuant to Rule 145(d)(3) if the Affiliate has beneficially owned (within the meaning of Rule 144(d) under the Securities Act) the Restricted Securities for at least two years and is not, and has not been for the three months preceding the date of sale, an affiliate of AmeriNet. 9.4 Acknowledgment. AmeriNet acknowledges that the provisions of Section 6.3 of this Agreement will be satisfied as to any sale by the holder of the Restricted Securities pursuant to Rule 145(d), by a broker's letter and a letter from the undersigned with respect to that sale stating that each of the above-described requirements of Rule 145(d)(1) has been met or is inapplicable by virtue of Rule 145(d)(2) or Rule 145(d)(3); provided, however, that AmeriNet has no reasonable basis to believe that such sales were not made in compliance with such provisions of Rule 145(d). 360 Article X Legends. (A) The Affiliate also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing the Restricted Securities and that there will be placed on the certificates evidencing the Restricted Securities legends stating in substance: "The shares represented by this certificate were issued pursuant to a business combination which was structured to comply with the tax free reorganization provisions of Section 368(a) of the Internal revenue Code of 1986, as amended (the "Code") and was not registered under the Securities Act of 1933, as amended (the "Securities Act") in reliance on applicable exemptions therefrom and from comparable provisions of the securities laws of the recipients state of domicile, and may not be sold, nor may the owner thereof reduce his or her risks relative thereto in any way, until such time as AmeriNet Group.com, Inc. ("AmeriNet"), has published the financial results covering at least thirty (30) days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act, (2) in accordance with Commission Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of AmeriNet) or Commission Rule 144 (in the case of shares issued to an individual who is an affiliate of AmeriNet) of the rules and regulations of such act, or (3) in accordance with a legal opinion satisfactory to counsel for AmeriNet that such sale or transfer is otherwise exempt from the registration requirements of such act." (B) (1) Upon the request of the Affiliate, AmeriNet shall cause the certificates resenting the Restricted Securities to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. (2) In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the Restricted Securities received by Affiliate pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), or upon registration of my such shares, AmeriNet, upon the request of Affiliate, will cause the certificates representing the Restricted Securities to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d). Article XI Miscellaneous Provisions. 11.1 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 361 11.2 Consent and Waiver. The Affiliate hereby gives any consents or waivers that are reasonably required for the consummation of the Merger under the terms of any agreements to which Affiliate is a party or pursuant to any rights Affiliate may have. 11.3 Binding Agreement. This Agreement will inure to the benefit of and be binding upon and enforceable against the Parties and their successors and assigns, including administrators, executors, representatives, heirs, legatees and devisees of the Affiliate and any pledgee holding Restricted Securities as collateral. 11.4 Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. 11.5 Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Delaware, except for any choice of law provisions that would result in the application of the law of another jurisdiction, and except for laws involving the fiduciary obligations of Vista Vacations's officers and directors, which shall be governed under Florida law. 11.6 Third Party Reliance. Legal counsel to and accountants for the Parties shall be entitled to rely upon this Agreement. 11.7 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the Parties. 11.8 Specific Performance: Injunctive Relief. The Parties acknowledge that AmeriNet will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreement of Affiliate set forth herein; therefore, it is agreed that, in addition to any other remedies that may be available to AmeriNet upon any such violation, AmeriNet shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to AmeriNet at law or in equity. 362 11.9 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or telex, or sent by mail (registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective Parties as follows: (1) To the Affiliate: At the contact information provided to the registrar of Vista Vacations's shares of common stock and, after the Reorganization, at the contact information provided to and maintained by AmeriNet's transfer agent. (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth, except that notices of change of address shall only be effective upon receipt. 363 11.10 Interpretation. (A) When a reference is made in this Agreement to Schedules or Exhibits, such reference shall be to a Schedule or Exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 11.11 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and shall be of no force or effect. 11.12 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and the Closing hereon and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 11.13 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or 364 portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 11.14 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a con sequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 11.15 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder shall, to the extent legally permitted, be held in Broward County, Florida, and the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (B) Except for the arbitration procedures outlined in paragraphs 7.2(G)(2) and 7.2(G)(3) which shall govern any arbitration proceeding described therein, in the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (a) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida to be selected by lot from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, two by the Affiliate, two by AmeriNet and two by Vista Vacations. 365 (3) (a) Expenses of mediation shall be borne equally by the Parties, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties involved. 11.16 Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 11.17 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement which shall be the document filed with the Commission. 11.18 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by G. Richard Chamberlin, Esquire. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. (C) The use of this form of agreement or of any derivation thereof without Yankees' prior Vista Vacationstten permission is prohibited. 11.19 Information Concerning the Affiliate's Share Ownership. (A) Shares beneficially owned: (1) 375 shares of Vista Vacations Common Stock; and (2) 0 shares of Vista Vacations Common Stock subject to options, warrants or other rights. 366 Execution Pages In Witness Whereof, the Affiliate, AmeriNet, and Vista Vacations have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, sealed and delivered In Our Presence: The Affiliate - ---------------------------- /s/ Nellie R. Tippery - ---------------------------- ------------------------ Signature Dated: March 11, 2000 /s/ Nellie R. Tippery ------------------------ Print name AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: /s/ Michael H. Jordan ________________________ Michael H. Jordan, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey ______________________ Vanessa H. Lindsey, Secretary Dated: March 11, 2000 Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler _____________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba _________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 367 Exhibit "A" Irrevocable Proxy The undersigned stockholder of Vista Vacations International, Inc., a Florida corporation ("Vista Vacations"), hereby irrevocably to the extent provided by Florida law) appoints the directors on the Board of Directors of AmeriNet, Group.com, Inc., a Delaware corporation ("AmeriNet"), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of Vista Vacations beneficially owned by the undersigned, which shares are listed on the final page of this Proxy (the "Shares"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof, until such time as that certain Reorganization dated February 28, 2000"), among AmeriNet, and Vista Vacations, shall be terminated in accordance with its terms or the Reorganization Agreement is effective. Terms: 1. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given. 2. This proxy is irrevocable (to the extent provided by Florida law), is granted pursuant to the Affiliate Agreement dated as of February 28, 1 2000, between AmeriNet, Vista Vacations, and the undersigned stockholder, (the "Affiliate Agreement"), and is granted in consideration of AmeriNet entering into the Reorganization Agreement. 3. The attorneys and proxies named above will be empowered at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Vista Vacations's stockholders, and in every written consent in lieu of such a meeting, or otherwise, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any proposal made in opposition to or competition with the consummation of the Reorganization and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates and against any liquidation or winding up of Vista Vacations. 4. The attorneys and proxies named above may only exercise this proxy to vote the Shares subject hereto at any time prior to termination of the Reorganization Agreement in accordance with Article VIII thereof at every annual, special or adjourned meeting of the stockholders of Vista Vacations and in every written consent in lieu of such meeting, in favor of approval of the Reorganization Agreement and any matter that could reasonably be expected to facilitate the Reorganization, and against any merger, consolidation, sale of assets, reorganization or recapitalization of Vista Vacations with any party other than AmeriNet and its affiliates, and against any liquidation or winding up of Vista Vacations, and may not exercise this proxy on any other matter. 368 5. The undersigned stockholder may vote the Shares on all other matters. 6. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. 7. This proxy is irrevocable and coupled with an interest. 8. Stockholder Data: A. Full name: Nellie R. Tippery ________________ _______________ _____________ First Middle Last B. Tax identification number: Social Security number ommitted for reasons of personal privacy C. Domicile Address: 219 E. Wiser Lake Road; Lynden, Washington 98264 D. Telephone, fax and e-mail: 360-354-0600 360-354-0630 fax E. Shares Information: (1) Number of Vista Vacations Shares owned or controlled as to voting matters: 375 Signed, sealed and delivered In Our Presence: Stockholder: - ---------------------------- ____________________________ By: /s/ Nellie R. Tippery ______________________________ Dated: March 10, 2000 369 EX-10.27.VV 31 EMPLOYMENT AGREEMENT WITH TERI NADLER Executive's Employment Agreement THIS EXECUTIVE'S EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among Teri E. Nadler, an individual residing in the State of Florida (the "Executive"); Vista Vacations International, Inc., a Florida corporation ("Vista"; Vista and the Executive being sometimes hereinafter collectively to as the "Parties" or generically as a "Party". Preamble: WHEREAS, Vista's board of directors is of the opinion that in conjunction with effectuation of Vista's future plans it must memorialize, confirm and assure itself of the continuing the services of the Executive, who currently serves as a member of Vista's board of directors and as its president and chief executive officer; and WHEREAS, the Executive is thoroughly knowledgeable with all aspects of Vista's operations and plans; and WHEREAS, the Executive is agreeable to serving as a member of Vista's board of directors and as its president and chief executive officer, on the terms and conditions hereinafter set forth: NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article One Term, Renewals, Earlier Termination 1.1 Term. Subject to the provisions set forth herein, the term of the Executive's employment hereunder shall be deemed to commence on the date of this Agreement's execution by all of the Parties and shall continue until June 30, 2001. 1.2 Renewals. This Agreement shall be renewed automatically, after expiration of the original term, on a continuing annual basis, unless the Party wishing not to renew this Agreement provides the other Party with written notice of its election not to renew ("Termination Election Notice") on or before the 30th day prior to termination of the then current term. 1.3 Earlier Termination. Vista shall have the right to terminate this Agreement prior to the expiration of its Term or of any renewals thereof, subject to the provisions of Sections 1.4 and 1.5, for the following reasons: (a) For Cause: (1) Vista may terminate the Executive's employment under this Agreement at any time for cause. (2) Such termination shall be evidenced by written notice thereof to the Executive, which notice shall specify the cause for termination. 370 (3) For purposes hereof, the term "cause" shall mean: (A) The inability of the Executive, through sickness or other incapacity, to discharge his duties under this Agreement for 30 or more consecutive days or for a total of 60 or more days in a period of twelve consecutive months; (B) The failure of the Executive to follow the directions of Vista's board of directors; (C) Dishonesty; theft; or conviction of a crime involving moral turpitude; (D) Material default in the performance of the Executive's obligations, services or duties required under this Agreement (other than due to illness) or material breach of any provision of this Agreement, which default or breach has continued for ten days after written notice of such default or breach. (b) Deterioration or Discontinuance of Business: (1) In the event that Vista experiences material business reversals or fails to meet the operational criteria reflected in its projections or business plans, then, subject to the provisions of Section 1.4, at the option of Vista, this Agreement shall terminate as of a date selected by Vista with the same force and effect as if such date was the date originally set as the termination date hereof. (2) In the event that Vista discontinues operating its business, this Agreement shall terminate as of the last day of the month on which it ceases operation with the same force and effect as if such last day of the month were originally set as the termination date hereof; provided, however, that a reorganization of Vista shall not be deemed a termination of its business. (c) Death: This Agreement shall terminate immediately on the death of the Executive; however, all accrued compensation at such time shall be promptly paid to the Executive's estate. 371 1.4 Severance Payments and Alternatives to Termination In the event this Agreement is terminated for reasons other than for cause as described in Section 1.3(b) above, the Executive shall be entitled to either thirty days prior written notice or to a severance payment in a sum equal to the salary that would have been paid had 30 days prior written notice been provided; provided, however, that in lieu of termination, Vista may offer to continue this Agreement under modified compensation arrangements, if such arrangements are reflected in the written notice and accepted by the Executive prior to the end of the 30 day notice period. 1.5 Final Settlement. Upon termination of this Agreement and payment of all amounts due to the Executive hereunder, the Executive or his representative shall execute and deliver to the terminating entity on a form prepared by Vista, a receipt for such sums and a release of all claims, except such claims as may have been submitted pur suant to the terms of this Agreement and which remain unpaid, and, shall forthwith tender to Vista all records, manuals and written procedures, as may be desired by it for the continued conduct of its business. Article Two Scope of Employment 2.1 Retention. Vista hereby hires the Executive and the Executive hereby accepts such employment, in accordance with the terms, provisions and conditions of this Agreement. 2.2 General Description of Duties. (a) The Executive shall be employed as the president of Vista and perform the duties generally associated with the position of president and chief executive officer thereof. (b) Without limiting the generality of the foregoing, the Executive shall have exclusive control of all aspects of Vista's day to day operations, subject only to compliance with the directions of Vista's stockholder, its board of directors, applicable laws and fiduciary obligations. (c) The Executive covenants to perform the employment duties called for hereby in good faith, devoting substantially all business time, energies and abilities to the proper and efficient management of the business of Vista. 2.3 Status. (a) Throughout the term of this Agreement, the Executive shall serve as a member of the board of directors of Vista and as its president and chief executive officer. (b) In the event that the Executive is not elected to such positions, then, at the option of the Executive, this Agreement may be deemed terminated effective as of the earliest time that it can be reasonably determined that such election will not take place, provided that written notice of such election is provided to Vista within 30 days after it failed to elect the Executive to the required office. 372 2.4 Exclusivity. Unless specifically otherwise authorized by Vista's board of directors, on a case by case basis, all of the Executive's business time shall be devoted exclusively to the affairs of Vista. Article Three Compensation 3.1 Compensation. As consideration for the Executive's services to Vista the Executive shall be entitled to: (a) (1) An annual salary in the aggregate gross sum of $75,000 (the "Base Salary"); plus (2) An annual bonus equal to 5% of Vista's net pre tax profits, payable within 30 days after an annual audit of Vista (or of Vista's parent corporation) is completed, permitting determination thereof (the "Annual Bonus"). (b) Incentive stock options complying with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or successor provisions thereto (the "Options"), permitting the Executive to purchase up to 499,800 of the 931,000 shares of the common stock of AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which holds of all of Vista's capital stock and other securities ("AmeriNet"), that AmeriNet reserved for issuance to Vista employees in conjunction with the Reorganization Agreement pursuant to which AmeriNet acquired all of Vista's securities (the "Executive's Option Shares"), on the following terms and subject to the following conditions: (1) The Executive's rights to the Options will vest as follows: (A) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then the Executive shall have the right to purchase 71,396 of the Executive's Option Shares. (B) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2000 and ending on June 30, 2002, then the Executive shall have the right to purchase 214,164 of the Executive's Option Shares (including the 71,396 shares first referred to above) and (C) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then the Executive shall have the right to purchase all of the Executive's Option Shares (including the 214,164 shares first referred to above). 373 (2) If Vista fails to attain the earnings requirements for exercise of any of the Options by June 30, 2003, all of the Executive's rights to any of the Executive's Option Shares that remain unvested by such date shall lapse and be of no further force or effect. (3) The Options will be exercisable at a price of $1.875 per share for a period commencing on the date of vesting and ending on the earlier of June 30, 2005 or the 90th day after termination of the Executive's employment by Vista. (4) All other terms pertaining to the Options are hereby incorporated by reference from those contained in AmeriNet's Non-Qualified Stock Option & Stock Incentive Plan, Effective as of January 1 , 2000 filed by AmeriNet with the United States Securities and Exchange Commission (the "Commission"), a copy of which is annexed hereto and made a part hereof as exhibit 3.1(B)(2), except to the extent that they would be inconsistent with the specific terms in this Section 3.1 unless such inconsistency is required by the provisions of Code Section 422. 3.2 Benefits. During the term of this Agreement, the Executive shall also be entitled to the following benefits: (a) Two weeks paid vacation per year during the first three years of this Agreement and three weeks per year thereafter. (b) Provided that in each case, the gross cost thereof to Vista does not exceed $4,000 per year: (1) Comprehensive health insurance; (2) Comprehensive disability insurance; and (3) The use of an automobile owned or leased by Vista for the Executive. (d) All other benefits of employment generally available to all of Vista's employees, provided that such benefits have been approved by Vista's stockholders. 3.3 Indemnification. Vista will defend, indemnify and hold the Executive harmless from all liabilities, suits, judgments, fines, penalties or disabilities, including expenses associated directly, therewith (e.g. legal fees, court costs, investigative costs, witness fees, etc.) resulting from any reasonable actions taken by him in good faith on behalf of Vista, its affiliates or for other persons or entities at the request of the board of directors of Vista, to the fullest extent legally permitted, and in conjunction therewith, shall assure that all required expenditures are made in a manner making it unnecessary for the Executive to incur any out of pocket expenses; provided, however, that the Executive permits the majority stockholders of Vista to select and supervise all personnel involved in such defense and that the Executive waive any conflicts of interest that such personnel may have as a result of also representing Vista, its stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. 374 Article Four Special Covenants 4.1 Confidentiality, Non-Circumvention and Non-Competition. During the term of this Agreement, all renewals thereof and for a period of two years after its termination, the Executive hereby irrevocably agrees to be bound by the following restrictions, which constitute a material inducement for Vista's entry into this Agreement and for AmeriNet's agreement to provide shares of its common stock as the securities underlying the Options: (a) Because the Executive will be developing for Vista, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as Vista's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; as material inducement to the entry into this Agreement by Vista, the Executive hereby covenants and agrees not to personally use, divulge or disclose, for any purpose whatsoever, directly or indirectly, any of such confidential information during the term of this Agreement, any renewals thereof, and for a period of two years after its termination. (b) The Executive hereby covenants and agrees to be bound as a fiduciary of Vista, as if the Executive were a partner in a partnership bound by the partnership opportunities doctrine, as such concept has been judicially and legislatively developed in the State of Florida, and consequently, without the prior written consent of Vista, on a specific, case by case basis, the Executive shall not, among other things, directly or indirectly: (1) Engage in any activities, whether or not for profit, competitive with Vista's business. (2) Solicit or accept any person providing services to Vista, whether as an employee, consultant or independent contractor, for employment or provision of services. (3) Induce any client or customer of Vista to cease doing business with Vista or to engage in business with any person engaged in business activities that compete with Vista's business. (4) Divert any business opportunity within the general scope of Vista's business and business capacity, to any other person or entity. 4.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to Vista as a result of a breach by the Executive of the covenants or agreements contained in this Article Four, and in view of the lack of an adequate remedy at law to protect Vista's interests, the Executive hereby covenants and agrees that Vista shall have the following additional rights and remedies in the event of a breach hereof: (a) In addition to and not in limitation of any other rights, remedies or damages available to Vista, whether at law or in equity, it shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by the Executive, or by the Executive's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him and the Executive hereby consents to the issuance of such a permanent injunction; and 375 (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which Vista may sustain prior to the effective enforcement of such injunction, the Executive hereby covenants and agrees to pay over to Vista, in the event he violates the covenants and agreements contained in Section 4.2 hereof, the greater of: (1) Any payment or compensation of any kind received by the Executive or by persons affiliated with or acting for or with the Executive, because of such violation before the issuance of such injunction, or (2) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by Vista as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to Vista for any breach of the covenants and agreements contained in this Article Four, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect Vista from the injury caused by such breaches would be injunctive relief. 4.3 Cumulative Remedies. The Executive hereby irrevocably agrees that the remedies described in Section 4.2 shall be in addition to, and not in limitation of, any of the rights or remedies to which Vista is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 4.4 Acknowledgment of Reasonableness. (a) The Executive hereby represents, warrants and acknowledges that having carefully read and considered the provisions of this Article Four, the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of Vista, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, the Executive hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, the Executive hereby covenants and agrees that if so modified, the covenants contained in this Article Four shall be as fully enforceable as if they had been set forth herein directly by the Parties. (b) In determining the nature of this limitation, the Executive hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that these covenants not to circumvent, disclose or compete be imposed and maintained to the greatest extent possible. 4.5 Unauthorized Acts. The Executive hereby covenants and agrees not do any act or incur any obligation on behalf of Vista except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action or reasonably inferred therefrom. 376 Article Five Miscellaneous 5.1 Notices. (a) (1) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: To the Executive: Teri E. Nadler 6645 Northwest 48th Manor; Coral Springs, Florida 33062 Telephone (954) 752-4770; Fax, none; e-mail, none To Vista: Vista Vacations International, Inc. 5653 Northwest 29th Street; Margate, Florida 33063 Attention: Teri Nadler, President Telephone (954) 975-0898; Fax (954) 975-8447; e-mail terie@flinet.com; with a fax copy to Scott B. Ugell 155 North Main Street; New City, New York 10956 Telephone (914) 639-7011; Fax (914) 639-7088; and, e-mail esqjudge@aol.com (2) In each case, copies of notices will also be provided to: AmeriNet Group.com, Inc. The Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail carrington@flinet.com Attention: Michael Harris Jordan, President; and AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-9182; Fax (954) 694-1325; and e-mail vanessa@atlantic.net Attention: Vanessa H. Lindsey, Secretary; (3) Copies of notices will also be provided to such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (b) (1) The Parties acknowledge that The Yankee Companies, Inc., a Florida corporation ("Yankees") has acted as scrivener for the Parties in this transaction and that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement on their behalf since it cannot provide any Party with legal advice. 377 (3) This Agreement shall not be interpreted more or less strictly against any Party based on its authorship. 5.2 Amendment. (a) No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. (b) This Agreement may not be modified without the consent of a majority in interest of Vista's and AmeriNet's stockholders. 5.3 Merger. (a) This instrument contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (b) All prior agreements whether written or oral, are merged herein and shall be of no force or effect. 5.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 5.5 Severability. If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 5.6 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Florida but any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in Broward County, Florida. 5.7 Litigation. (a) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. 378 (b) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (A) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida, to be selected by lot from six alternatives to be provided, two by Vista's majority stockholder, two by Vista and two by the Executive. (B) The mediation efforts shall be concluded within ten business days after their in itiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided,, two by Vista's majority stockholder, two by Vista and two by the Executive. (3) (A) Expenses of mediation shall be borne by Vista, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (C) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 5.8 Benefit of Agreement. (a) This Agreement may not be assigned by the Executive without the prior written consent of Vista. (b) Subject to the restrictions on transferability and assignment contained herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representative, estate, heirs and legatees. 5.9 Captions. The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. 5.10 Number and Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. 5.11 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, recipes, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 379 5.12 Status. Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, agency, or lessor-lessee relationship; but, rather, the relationship established hereby is that of employer-employee in Vista. 5.13 Counterparts. (a) This Agreement may be executed in any number of counterparts. (b) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. 5.14 License. (a) This Agreement is the property of Yankees and the use hereof by the Parties is authorized hereby solely for purposes of this transaction. (b) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. Execution Page In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Executive - -------------------------- /s/ Teri E. Nadler - -------------------------- -------------------------- Teri E. Nadler Dated: March 12, 2000 Vista Vacations International, Inc. a Florida corporation. - -------------------------- __________________________ By: /s/ Teri E. Nadler ___________________________ Teri E. Nadler, President (CORPORATE SEAL) Attest: /s/ Alicia Torrealba __________________________ Alicia Torrealba, Secretary Dated: March 12, 2000 380 EX-10.28.VV 32 EMPLOYMENT AGREEMENT WITH SCOTT B. UGELL Executive's Employment Agreement This Executive's Employment Agreement (the "Agreement") is entered into by and among Scott B. Ugell, an individual residing in the State of Florida (the "Executive"); Vista Vacations International, Inc., a Florida corporation ("Vista"; Vista and the Executive being sometimes hereinafter collectively to as the "Parties" or generically as a "Party". Preamble: WHEREAS, Vista's board of directors is of the opinion that in conjunction with effectuation of Vista's future plans it must memorialize, confirm and assure itself of the continuing the services of the Executive, who currently serves as a member of Vista's board of directors and as its general counsel and chief legal officer; and WHEREAS, the Executive is thoroughly knowledgeable with all aspects of Vista's operations and plans; and WHEREAS, the Executive is agreeable to serving as a member of Vista's board of directors and as its general counsel and chief legal officer, on the terms and conditions hereinafter set forth: NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article One Term, Renewals, Earlier Termination 1.1 Term. Subject to the provisions set forth herein, the term of the Executive's employment hereunder shall be deemed to commence on the date of this Agreement's execution by all of the Parties and shall continue until June 30, 2001. 1.2 Renewals. This Agreement shall be renewed automatically, after expiration of the original term, on a continuing annual basis, unless the Party wishing not to renew this Agreement provides the other Party with written notice of its election not to renew ("Termination Election Notice") on or before the 30th day prior to termination of the then current term. 381 1.3 Earlier Termination. Vista shall have the right to terminate this Agreement prior to the expiration of its Term or of any renewals thereof, subject to the provisions of Sections 1.4 and 1.5, for the following reasons: (a) For Cause: (1) Vista may terminate the Executive's employment under this Agreement at any time for cause. (2) Such termination shall be evidenced by written notice thereof to the Executive, which notice shall specify the cause for termination. (3) For purposes hereof, the term "cause" shall mean: (A) The inability of the Executive, through sickness or other incapacity, to discharge his duties under this Agreement for 30 or more consecutive days or for a total of 60 or more days in a period of twelve consecutive months; (B) The failure of the Executive to follow the directions of Vista's board of directors; (C) Dishonesty; theft; or conviction of a crime involving moral turpitude; (D) Material default in the performance of the Executive's obligations, services or duties required under this Agreement (other than due to illness) or material breach of any provision of this Agreement, which default or breach has continued for ten days after written notice of such default or breach. (b) Deterioration or Discontinuance of Business: (1) In the event that Vista experiences material business reversals or fails to meet the operational criteria reflected in its projections or business plans, then, subject to the provisions of Section 1.4, at the option of Vista, this Agreement shall terminate as of a date selected by Vista with the same force and effect as if such date was the date originally set as the termination date hereof. (2) In the event that Vista discontinues operating its business, this Agreement shall terminate as of the last day of the month on which it ceases operation with the same force and effect as if such last day of the month were originally set as the termination date hereof; provided, however, that a reorganization of Vista shall not be deemed a termination of its business. (c) Death: This Agreement shall terminate immediately on the death of the Executive; however, all accrued compensation at such time shall be promptly paid to the Executive's estate. 382 1.4 Severance Payments and Alternatives to Termination In the event this Agreement is terminated for reasons other than for cause as described in Section 1.3(b) above, the Executive shall be entitled to either thirty days prior written notice or to a severance payment in a sum equal to the salary that would have been paid had 30 days prior written notice been provided; provided, however, that in lieu of termination, Vista may offer to continue this Agreement under modified compensation arrangements, if such arrangements are reflected in the written notice and accepted by the Executive prior to the end of the 30 day notice period. 1.5 Final Settlement. Upon termination of this Agreement and payment of all amounts due to the Executive hereunder, the Executive or his representative shall execute and deliver to the terminating entity on a form prepared by Vista, a receipt for such sums and a release of all claims, except such claims as may have been submitted pur suant to the terms of this Agreement and which remain unpaid, and, shall forthwith tender to Vista all records, manuals and written procedures, as may be desired by it for the continued conduct of its business. Article Two Scope of Employment 2.1 Retention. Vista hereby hires the Executive and the Executive hereby accepts such employment, in accordance with the terms, provisions and conditions of this Agreement. 2.2 General Description of Duties. (a) The Executive shall be employed as the general counsel of Vista and perform the duties generally associated with the position of general counsel and chief legal officer thereof. (b) Without limiting the generality of the foregoing, the Executive shall be responsible for preparation or review of all of Vista's agreements, preparation of all corporate minutes and monitoring its compliance with applicable laws. (c) The Executive covenants to perform the employment duties called for hereby in good faith, devoting such time as may be required for the proper and efficient management of the legal affairs of Vista. 2.3 Status. (a) Throughout the term of this Agreement, the Executive shall serve as a member of the board of directors of Vista and as its general counsel and chief legal officer. (b) In the event that the Executive is not elected to such positions, then, at the option of the Executive, this Agreement may be deemed terminated effective as of the earliest time that it can be reasonably determined that such election will not take place, provided that written notice of such election is provided to Vista within 30 days after it failed to elect the Executive to the required office. 383 2.4 Exclusivity. Vista acknowledges that the Executive has material commitments involving his legal and judicial career and that the Executive will only devote such time to Vista's affairs as are required to assure its compliance with applicable laws, the proposer documentation of its corporate operations and agreements and the supervision of its legal advisors. Article Three Compensation 3.1 Compensation. As consideration for the Executive's services to Vista the Executive shall be entitled to: (a) (1) An initial payment of $25,000, tendered concurrently with the execution of this Agreement as consideration for the Executive's Agreement to provide services to Vista as its general counsel until June 30, 2005, if so desired by Vista (the "Base Payment"); and (2) A gross monthly fee of $1,200 (the "Monthly Fee") throughout the term of this Agreement and any extensions or renewals thereof. (b) Incentive stock options complying with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or successor provisions thereto (the "Options"), permitting the Executive to purchase up to 261,660 of the 931,000 shares of the common stock of AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which holds of all of Vista's capital stock and other securities ("AmeriNet"), that AmeriNet reserved for issuance to Vista employees in conjunction with the Reorganization Agreement pursuant to which AmeriNet acquired all of Vista's securities (the "Executive's Option Shares"), on the following terms and subject to the following conditions: (1) The Executive's rights to the Options will vest as follows: (A) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then the Executive shall have the right to purchase 37,378 of the Executive's Option Shares. (B) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2000 and ending on June 30, 2002, then the Executive shall have the right to purchase 112,134 of the Executive's Option Shares (including the 37,378 shares first referred to above) and (C) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then the Executive shall have the right to purchase all of the Executive's Option Shares (including the 112,134 shares first referred to above). 384 (2) If Vista fails to attain the earnings requirements for exercise of any of the Options by June 30, 2003, all of the Executive's rights to any of the Executive's Option Shares that remain unvested by such date shall lapse and be of no further force or effect. (3) The Options will be exercisable at a price of $1.875 per share for a period commencing on the date of vesting and ending on the earlier of June 30, 2005 or the 90th day after termination of the Executive's employment by Vista. (4) All other terms pertaining to the Options are hereby incorporated by reference from those contained in AmeriNet's Non-Qualified Stock Option & Stock Incentive Plan, Effective as of January 1 , 2000 filed by AmeriNet with the United States Securities and Exchange Commission (the "Commission"), a copy of which is annexed hereto and made a part hereof as exhibit 3.1(B)(2), except to the extent that they would be inconsistent with the specific terms in this Section 3.1 unless such inconsistency is required by the provisions of Code Section 422. 3.2 Benefits. During the term of this Agreement, the Executive shall also be entitled to all benefits of employment generally available to all of Vista's employees, provided that such benefits have been approved by Vista's stockholders. 3.3 Indemnification. Vista will defend, indemnify and hold the Executive harmless from all liabilities, suits, judgments, fines, penalties or disabilities, including expenses associated directly, therewith (e.g. legal fees, court costs, investigative costs, witness fees, etc.) resulting from any reasonable actions taken by him in good faith on behalf of Vista, its affiliates or for other persons or entities at the request of the board of directors of Vista, to the fullest extent legally permitted, and in conjunction therewith, shall assure that all required expenditures are made in a manner making it unnecessary for the Executive to incur any out of pocket expenses; provided, however, that the Executive permits the majority stockholders of Vista to select and supervise all personnel involved in such defense and that the Executive waive any conflicts of interest that such personnel may have as a result of also representing Vista, its stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. Article Four Special Covenants 4.1 Confidentiality, Non-Circumvention and Non-Competition. During the term of this Agreement, all renewals thereof and for a period of two years after its termination, the Executive hereby irrevocably agrees to be bound by the following restrictions, which constitute a material inducement for Vista's entry into this Agreement and for AmeriNet's agreement to provide shares of its common stock as the securities underlying the Options: (a) Because the Executive will be developing for Vista, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as Vista's 385 trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; as material inducement to the entry into this Agreement by Vista, the Executive hereby covenants and agrees not to personally use, divulge or disclose, for any purpose whatsoever, directly or indirectly, any of such confidential information during the term of this Agreement, any renewals thereof, and for a period of two years after its termination. (b) The Executive hereby covenants and agrees to be bound as a fiduciary of Vista, as if the Executive were a partner in a partnership bound by the partnership opportunities doctrine, as such concept has been judicially and legislatively developed in the State of Florida, and consequently, without the prior written consent of Vista, on a specific, case by case basis, the Executive shall not, among other things, directly or indirectly: (1) Engage in any activities, whether or not for profit, competitive with Vista's business. (2) Solicit or accept any person providing services to Vista, whether as an employee, consultant or independent contractor, for employment or provision of services. (3) Induce any client or customer of Vista to cease doing business with Vista or to engage in business with any person engaged in business activities that compete with Vista's business. (4) Divert any business opportunity within the general scope of Vista's business and business capacity, to any other person or entity. 4.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to Vista as a result of a breach by the Executive of the covenants or agreements contained in this Article Four, and in view of the lack of an adequate remedy at law to protect Vista's interests, the Executive hereby covenants and agrees that Vista shall have the following additional rights and remedies in the event of a breach hereof: (a) In addition to and not in limitation of any other rights, remedies or damages available to Vista, whether at law or in equity, it shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by the Executive, or by the Executive's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him and the Executive hereby consents to the issuance of such a permanent injunction; and (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which Vista may sustain prior to the effective enforcement of such injunction, the Executive hereby covenants and agrees to pay over to Vista, in the event he violates the covenants and agreements contained in Section 4.2 hereof, the greater of: (1) Any payment or compensation of any kind received by the Executive or by persons affiliated with or acting for or with the Executive, because of such violation before the issuance of such injunction, or (2) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by Vista as a result of such violation, 386 the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to Vista for any breach of the covenants and agreements contained in this Article Four, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect Vista from the injury caused by such breaches would be injunctive relief. 4.3 Cumulative Remedies. The Executive hereby irrevocably agrees that the remedies described in Section 4.2 shall be in addition to, and not in limitation of, any of the rights or remedies to which Vista is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 4.4 Acknowledgment of Reasonableness. (a) The Executive hereby represents, warrants and acknowledges that having carefully read and considered the provisions of this Article Four, the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of Vista, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, the Executive hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, the Executive hereby covenants and agrees that if so modified, the covenants contained in this Article Four shall be as fully enforceable as if they had been set forth herein directly by the Parties. (b) In determining the nature of this limitation, the Executive hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that these covenants not to circumvent, disclose or compete be imposed and maintained to the greatest extent possible. 4.5 Unauthorized Acts. The Executive hereby covenants and agrees not do any act or incur any obligation on behalf of Vista except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action or reasonably inferred therefrom. Article Five Miscellaneous 5.1 Notices. (a) (1) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 387 To the Executive: Scott B. Ugell 155 North Main Street; New City, New York 10956 Telephone (914) 639-7011; Fax, none; e-mail esqjudge@aol.com To Vista: Vista Vacations International, Inc. 5653 Northwest 29th Street; Margate, Florida 33063 Attention: Teri E. Nadler, President Telephone (954) 975-0898; Fax (954) 975-8447; e-mail terie@flinet.com; with a fax copy to Scott B. Ugell 155 North Main Street; New City, New York 10956 Telephone (914) 639-7011; Fax (914) 639-7088; and, e-mail esqjudge@aol.com (2) In each case, copies of notices will also be provided to: AmeriNet Group.com, Inc. The Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail carrington@flinet.com Attention: Michael Harris Jordan, President; and AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-9182; Fax (954) 694-1325; and e-mail vanessa@atlantic.net Attention: Vanessa H. Lindsey, Secretary; (3) Copies of notices will also be provided to such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (b) (1) The Parties acknowledge that The Yankee Companies, Inc., a Florida corporation ("Yankees") has acted as scrivener for the Parties in this transaction and that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement on their behalf since it cannot provide any Party with legal advice. (3) This Agreement shall not be interpreted more or less strictly against any Party based on its authorship. 5.2 Amendment. (a) No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. 388 (b) This Agreement may not be modified without the consent of a majority in interest of Vista's AmeriNet's stockholders. 5.3 Merger. (a) This instrument contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (b) All prior agreements whether written or oral, are merged herein and shall be of no force or effect. 5.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 5.5 Severability. If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 5.6 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Florida but any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in Broward County, Florida. 5.7 Litigation. (a) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. (b) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (A) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida, to be selected by lot from six alternatives to be provided, two by Vista's majority stockholder, two by Vista and two by the Executive. (B) The mediation efforts shall be concluded within ten business days after their in itiation unless the Parties unanimously agree to an extended mediation period; 389 (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided,, two by Vista's majority stockholder, two by Vista and two by the Executive. (3) (A) Expenses of mediation shall be borne by Vista, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (C) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 5.8 Benefit of Agreement. (a) This Agreement may not be assigned by the Executive without the prior written consent of Vista. (b) Subject to the restrictions on transferability and assignment contained herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representative, estate, heirs and legatees. 5.9 Captions. The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. 5.10 Number and Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. 5.11 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, recipes, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 5.12 Status. Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, agency, or lessor-lessee relationship; but, rather, the relationship established hereby is that of employer-employee in Vista. 390 5.13 Counterparts. (a) This Agreement may be executed in any number of counterparts. (b) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. 5.14 License. (a) This Agreement is the property of Yankees and the use hereof by the Parties is authorized hereby solely for purposes of this transaction. (b) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. Execution Page In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Executive - -------------------------- /s/ Scott B. Ugell - -------------------------- -------------------------- Scott B. Ugell Dated: March 12, 2000 Vista Vacations International, Inc. a Florida corporation. - -------------------------- __________________________ By: /s/ Teri E. Nadler ___________________________ Teri E. Nadler, President (CORPORATE SEAL) Attest: /s/ Alicia Torrealba __________________________ Alicia Torrealba, Secretary Dated: March 12, 2000 391 EX-10.29.VV 33 EMPLOYMENT AGREEMENT WITH ALICIA TORREALBA Executive's Employment Agreement This Executive's Employment Agreement (the "Agreement") is entered into by and among Alicia Torrealba, an individual residing in the State of Florida (the "Executive"); Vista Vacations International, Inc., a Florida corporation ("Vista"; Vista and the Executive being sometimes hereinafter collectively to as the "Parties" or generically as a "Party". Preamble: WHEREAS, Vista's board of directors is of the opinion that in conjunction with effectuation of Vista's future plans it must memorialize, confirm and assure itself of the continuing the services of the Executive, who currently serves as Vista's secretary and chief administrative officer; and WHEREAS, the Executive is thoroughly knowledgeable with all aspects of Vista's operations and plans; and WHEREAS, the Executive is agreeable to serving as Vista's secretary and chief administrative officer, on the terms and conditions hereinafter set forth: NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article One Term, Renewals, Earlier Termination 1.1 Term. Subject to the provisions set forth herein, the term of the Executive's employment hereunder shall be deemed to commence on the date of this Agreement's execution by all of the Parties and shall continue until June 30, 2001. 1.2 Renewals. This Agreement shall be renewed automatically, after expiration of the original term, on a continuing annual basis, unless the Party wishing not to renew this Agreement provides the other Party with written notice of its election not to renew ("Termination Election Notice") on or before the 30th day prior to termination of the then current term. 1.3 Earlier Termination. Vista shall have the right to terminate this Agreement prior to the expiration of its Term or of any renewals thereof, subject to the provisions of Sections 1.4 and 1.5, for the following reasons: (a) For Cause: (1) Vista may terminate the Executive's employment under this Agreement at any time for cause. (2) Such termination shall be evidenced by written notice thereof to the Executive, which notice shall specify the cause for termination. 392 (3) For purposes hereof, the term "cause" shall mean: (A) The inability of the Executive, through sickness or other incapacity, to discharge his duties under this Agreement for 30 or more consecutive days or for a total of 60 or more days in a period of twelve consecutive months; (B) The failure of the Executive to follow the directions of Vista's board of directors; (C) Dishonesty; theft; or conviction of a crime involving moral turpitude; (D) Material default in the performance of the Executive's obligations, services or duties required under this Agreement (other than due to illness) or material breach of any provision of this Agreement, which default or breach has continued for ten days after written notice of such default or breach. (b) Deterioration or Discontinuance of Business: (1) In the event that Vista experiences material business reversals or fails to meet the operational criteria reflected in its projections or business plans, then, subject to the provisions of Section 1.4, at the option of Vista, this Agreement shall terminate as of a date selected by Vista with the same force and effect as if such date was the date originally set as the termination date hereof. (2) In the event that Vista discontinues operating its business, this Agreement shall terminate as of the last day of the month on which it ceases operation with the same force and effect as if such last day of the month were originally set as the termination date hereof; provided, however, that a reorganization of Vista shall not be deemed a termination of its business. (c) Death: This Agreement shall terminate immediately on the death of the Executive; however, all accrued compensation at such time shall be promptly paid to the Executive's estate. 393 1.4 Severance Payments and Alternatives to Termination In the event this Agreement is terminated for reasons other than for cause as described in Section 1.3(b) above, the Executive shall be entitled to either thirty days prior written notice or to a severance payment in a sum equal to the salary that would have been paid had 30 days prior written notice been provided; provided, however, that in lieu of termination, Vista may offer to continue this Agreement under modified compensation arrangements, if such arrangements are reflected in the written notice and accepted by the Executive prior to the end of the 30 day notice period. 1.5 Final Settlement. Upon termination of this Agreement and payment of all amounts due to the Executive hereunder, the Executive or his representative shall execute and deliver to the terminating entity on a form prepared by Vista, a receipt for such sums and a release of all claims, except such claims as may have been submitted pur suant to the terms of this Agreement and which remain unpaid, and, shall forthwith tender to Vista all records, manuals and written procedures, as may be desired by it for the continued conduct of its business. Article Two Scope of Employment 2.1 Retention. Vista hereby hires the Executive and the Executive hereby accepts such employment, in accordance with the terms, provisions and conditions of this Agreement. 2.2 General Description of Duties. (a) The Executive shall be employed as the secretary of Vista and perform the duties generally associated with the position of secretary and chief administrative officer thereof. (b) Without limiting the generality of the foregoing, the Executive shall be responsible for the proper recording and maintenance of Vista's records, timely filing of reports to AmeriNet and to governmental and self regulatory agencies, including without limitation, the United States Internal Revenue Service and the United States Securities and Exchange Commission, verification of the authenticity of corporate signatures and maintenance of Vista's corporate minutes. (c) The Executive covenants to perform the employment duties called for hereby in good faith, devoting substantially all business time, energies and abilities to the proper and efficient management of the business of Vista. 2.3 Status. (a) Throughout the term of this Agreement, the Executive shall serve as Vista's secretary and chief administrative officer. (b) In the event that the Executive is not elected to such positions, then, at the option of the Executive, this Agreement may be deemed terminated effective as of the earliest time that it can be reasonably 394 determined that such election will not take place, provided that written notice of such election is provided to Vista within 30 days after it failed to elect the Executive to the required office. 2.4 Exclusivity. Unless specifically otherwise authorized by Vista's board of directors, on a case by case basis, all of the Executive's business time shall be devoted exclusively to the affairs of Vista. Article Three Compensation 3.1 Compensation. As consideration for the Executive's services to Vista the Executive shall be entitled to: (a) An annual salary in the aggregate gross sum of $40,000 (the "Base Salary"). (b) Incentive stock options complying with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or successor provisions thereto (the "Options"), permitting the Executive to purchase up to 39,200 of the 931,000 shares of the common stock of AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which holds of all of Vista's capital stock and other securities ("AmeriNet"), that AmeriNet reserved for issuance to Vista employees in conjunction with the Reorganization Agreement pursuant to which AmeriNet acquired all of Vista's securities (the "Executive's Option Shares"), on the following terms and subject to the following conditions: (1) The Executive's rights to the Options will vest as follows: (A) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then the Executive shall have the right to purchase 5,600 of the Executive's Option Shares. (B) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2000 and ending on June 30, 2002, then the Executive shall have the right to purchase 16,800 of the Executive's Option Shares (including the 5,600 shares first referred to above) and (C) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then the Executive shall have the right to purchase all of the Executive's Option Shares (including the 16,800 shares first referred to above). (2) If Vista fails to attain the earnings requirements for exercise of the Options during a measuring year, all of the Executive's rights to the Executive's Option Shares that would have become vested on such year shall lapse and be of no further force or effect. 395 (3) The Options will be exercisable at a price of $1.875 per share for a period commencing on the date of vesting and ending on the earlier of June 30, 2005 or the 90th day after termination of the Executive's employment by Vista. (4) All other terms pertaining to the Options are hereby incorporated by reference from those contained in AmeriNet's Non-Qualified Stock Option & Stock Incentive Plan, Effective as of January 1 , 2000 filed by AmeriNet with the United States Securities and Exchange Commission (the "Commission"), a copy of which is annexed hereto and made a part hereof as exhibit 3.1(B)(2), except to the extent that they would be inconsistent with the specific terms in this Section 3.1 unless such inconsistency is required by the provisions of Code Section 422. 3.2 Benefits. During the term of this Agreement, the Executive shall also be entitled to the following benefits: (a) Two weeks paid vacation per year. (b) Provided that in each case, the gross cost thereof to Vista does not exceed $4,000 per year: (1) Comprehensive health insurance; and (2) The use of an automobile owned or leased by Vista for the Executive. (c) All other benefits of employment generally available to all of Vista's employees, provided that such benefits have been approved by Vista's stockholders. 3.3 Indemnification. Vista will defend, indemnify and hold the Executive harmless from all liabilities, suits, judgments, fines, penalties or disabilities, including expenses associated directly, therewith (e.g. legal fees, court costs, investigative costs, witness fees, etc.) resulting from any reasonable actions taken by him in good faith on behalf of Vista, its affiliates or for other persons or entities at the request of the board of directors of Vista, to the fullest extent legally permitted, and in conjunction therewith, shall assure that all required expenditures are made in a manner making it unnecessary for the Executive to incur any out of pocket expenses; provided, however, that the Executive permits the majority stockholders of Vista to select and supervise all personnel involved in such defense and that the Executive waive any conflicts of interest that such personnel may have as a result of also representing Vista, its stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. Article Four Special Covenants 4.1 Confidentiality, Non-Circumvention and Non-Competition. During the term of this Agreement, all renewals thereof and for a period of two years after its termination, the Executive hereby irrevocably agrees to be bound by the following restrictions, which constitute a material inducement for Vista's entry into this Agreement and for AmeriNet's agreement to provide shares of its common stock as the securities underlying the Options: 396 (a) Because the Executive will be developing for Vista, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as Vista's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; as material inducement to the entry into this Agreement by Vista, the Executive hereby covenants and agrees not to personally use, divulge or disclose, for any purpose whatsoever, directly or indirectly, any of such confidential information during the term of this Agreement, any renewals thereof, and for a period of two years after its termination. (b) The Executive hereby covenants and agrees to be bound as a fiduciary of Vista, as if the Executive were a partner in a partnership bound by the partnership opportunities doctrine, as such concept has been judicially and legislatively developed in the State of Florida, and consequently, without the prior written consent of Vista, on a specific, case by case basis, the Executive shall not, among other things, directly or indirectly: (1) Engage in any activities, whether or not for profit, competitive with Vista's business. (2) Solicit or accept any person providing services to Vista, whether as an employee, consultant or independent contractor, for employment or provision of services. (3) Induce any client or customer of Vista to cease doing business with Vista or to engage in business with any person engaged in business activities that compete with Vista's business. (4) Divert any business opportunity within the general scope of Vista's business and business capacity, to any other person or entity. 4.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to Vista as a result of a breach by the Executive of the covenants or agreements contained in this Article Four, and in view of the lack of an adequate remedy at law to protect Vista's interests, the Executive hereby covenants and agrees that Vista shall have the following additional rights and remedies in the event of a breach hereof: (a) In addition to and not in limitation of any other rights, remedies or damages available to Vista, whether at law or in equity, it shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by the Executive, or by the Executive's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him and the Executive hereby consents to the issuance of such a permanent injunction; and (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which Vista may sustain prior to the effective enforcement of such injunction, the Executive hereby covenants and agrees to pay over to Vista, in the event he violates the covenants and agreements contained in Section 4.2 hereof, the greater of: (1) Any payment or compensation of any kind received by the Executive or by persons affiliated with or acting for or with the Executive, because of such violation before the issuance of such injunction, or 397 (2) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by Vista as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to Vista for any breach of the covenants and agreements contained in this Article Four, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect Vista from the injury caused by such breaches would be injunctive relief. 4.3 Cumulative Remedies. The Executive hereby irrevocably agrees that the remedies described in Section 4.2 shall be in addition to, and not in limitation of, any of the rights or remedies to which Vista is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 4.4 Acknowledgment of Reasonableness. (a) The Executive hereby represents, warrants and acknowledges that having carefully read and considered the provisions of this Article Four, the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of Vista, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, the Executive hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, the Executive hereby covenants and agrees that if so modified, the covenants contained in this Article Four shall be as fully enforceable as if they had been set forth herein directly by the Parties. (b) In determining the nature of this limitation, the Executive hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that these covenants not to circumvent, disclose or compete be imposed and maintained to the greatest extent possible. 4.5 Unauthorized Acts. The Executive hereby covenants and agrees not do any act or incur any obligation on behalf of Vista except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action or reasonably inferred therefrom. 398 Article Five Miscellaneous 5.1 Notices. (a) (1) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: To the Executive: Alicia Torrealba 1985 South Ocean Drive, Apartment 11-A; Hallandale Beach Florida 33009 Telephone (954) 455-9839; Fax, none; e-mail, born3free@aol.com To Vista: Vista Vacations International, Inc. 5653 Northwest 29th Street; Margate, Florida 33063 Attention: Teri E. Nadler, President Telephone (954) 975-0898; Fax (954) 975-8447; e-mail terie@flinet.com; with a fax copy to Scott B. Ugell 155 North Main Street; New City, New York 10956 Telephone (914) 639-7011; Fax (914) 639-7088; and, e-mail esqjudge@aol.com (2) In each case, copies of notices will also be provided to: AmeriNet Group.com, Inc. The Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail carrington@flinet.com Attention: Michael Harris Jordan, President; and AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-9182; Fax (954) 694-1325; and e-mail vanessa@atlantic.net Attention: Vanessa H. Lindsey, Secretary; (3) Copies of notices will also be provided to such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (b) (1) The Parties acknowledge that The Yankee Companies, Inc., a Florida corporation ("Yankees") has acted as scrivener for the Parties in this transaction and that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement on their behalf since it cannot provide any Party with legal advice. 399 (3) This Agreement shall not be interpreted more or less strictly against any Party based on its authorship. 5.2 Amendment. (a) No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. (b) This Agreement may not be modified without the consent of a majority in interest of Vista's and AmeriNet's stockholders. 5.3 Merger. (a) This instrument contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (b) All prior agreements whether written or oral, are merged herein and shall be of no force or effect. 5.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 5.5 Severability. If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 5.6 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Florida but any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in Broward County, Florida. 5.7 Litigation. (a) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. (b) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: 400 (1) (A) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida, to be selected by lot from six alternatives to be provided, two by Vista's majority stockholder, two by Vista and two by the Executive. (B) The mediation efforts shall be concluded within ten business days after their in itiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided,, two by Vista's majority stockholder, two by Vista and two by the Executive. (3) (A) Expenses of mediation shall be borne by Vista, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (C) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 5.8 Benefit of Agreement. (a) This Agreement may not be assigned by the Executive without the prior written consent of Vista. (b) Subject to the restrictions on transferability and assignment contained herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representative, estate, heirs and legatees. 5.9 Captions. The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. 5.10 Number and Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. 5.11 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, 401 conveyances, powers of attorney, assurances, recipes, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 5.12 Status. Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, agency, or lessor-lessee relationship; but, rather, the relationship established hereby is that of employer-employee in Vista. 5.13 Counterparts. (a) This Agreement may be executed in any number of counterparts. (b) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. 5.14 License. (a) This Agreement is the property of Yankees and the use hereof by the Parties is authorized hereby solely for purposes of this transaction. (b) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. Execution Page In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Executive - -------------------------- /s/ Alicia Torrealba - -------------------------- -------------------------- Alicia Torrealba Dated: March 12, 2000 Vista Vacations International, Inc. a Florida corporation. - -------------------------- __________________________ By: /s/ Teri e. Nadler ___________________________ Teri E. Nadler, President (CORPORATE SEAL) Attest: /s/ Alicia Torrealba __________________________ Alicia Torrealba, Secretary Dated: March 12, 2000 402 EX-10.30.VV 34 EMPLOYMENT AGREEMENT WITH JEAN HICKMAN Executive's Employment Agreement This Executive's Employment Agreement (the "Agreement") is entered into by and among Jean Hickman, an individual residing in the State of Florida (the "Executive"); Vista Vacations International, Inc., a Florida corporation ("Vista"; Vista and the Executive being sometimes hereinafter collectively to as the "Parties" or generically as a "Party". Preamble: WHEREAS, Vista's board of directors is of the opinion that in conjunction with effectuation of Vista's future plans it must memorialize, confirm and assure itself of the continuing the services of the Executive, who currently serves as Vista's treasurer and chief financial officer; and WHEREAS, the Executive is thoroughly knowledgeable with all aspects of Vista's operations and plans; and WHEREAS, the Executive is agreeable to serving as Vista's treasurer and chief financial officer, on the terms and conditions hereinafter set forth: NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article One Term, Renewals, Earlier Termination 1.1 Term. Subject to the provisions set forth herein, the term of the Executive's employment hereunder shall be deemed to commence on the date of this Agreement's execution by all of the Parties and shall continue until June 30, 2001. 1.2 Renewals. This Agreement shall be renewed automatically, after expiration of the original term, on a continuing annual basis, unless the Party wishing not to renew this Agreement provides the other Party with written notice of its election not to renew ("Termination Election Notice") on or before the 30th day prior to termination of the then current term. 403 1.3 Earlier Termination. Vista shall have the right to terminate this Agreement prior to the expiration of its Term or of any renewals thereof, subject to the provisions of Sections 1.4 and 1.5, for the following reasons: (a) For Cause: (1) Vista may terminate the Executive's employment under this Agreement at any time for cause. (2) Such termination shall be evidenced by written notice thereof to the Executive, which notice shall specify the cause for termination. (3) For purposes hereof, the term "cause" shall mean: (A) The inability of the Executive, through sickness or other incapacity, to discharge his duties under this Agreement for 30 or more consecutive days or for a total of 60 or more days in a period of twelve consecutive months; (B) The failure of the Executive to follow the directions of Vista's board of directors; (C) Dishonesty; theft; or conviction of a crime involving moral turpitude; (D) Material default in the performance of the Executive's obligations, services or duties required under this Agreement (other than due to illness) or material breach of any provision of this Agreement, which default or breach has continued for ten days after written notice of such default or breach. (b) Deterioration or Discontinuance of Business: (1) In the event that Vista experiences material business reversals or fails to meet the operational criteria reflected in its projections or business plans, then, subject to the provisions of Section 1.4, at the option of Vista, this Agreement shall terminate as of a date selected by Vista with the same force and effect as if such date was the date originally set as the termination date hereof. (2) In the event that Vista discontinues operating its business, this Agreement shall terminate as of the last day of the month on which it ceases operation with the same force and effect as if such last day of the month were originally set as the termination date hereof; provided, however, that a reorganization of Vista shall not be deemed a termination of its business. (c) Death: This Agreement shall terminate immediately on the death of the Executive; however, all accrued compensation at such time shall be promptly paid to the Executive's estate. 404 1.4 Severance Payments and Alternatives to Termination In the event this Agreement is terminated for reasons other than for cause as described in Section 1.3(b) above, the Executive shall be entitled to either thirty days prior written notice or to a severance payment in a sum equal to the salary that would have been paid had 30 days prior written notice been provided; provided, however, that in lieu of termination, Vista may offer to continue this Agreement under modified compensation arrangements, if such arrangements are reflected in the written notice and accepted by the Executive prior to the end of the 30 day notice period. 1.5 Final Settlement. Upon termination of this Agreement and payment of all amounts due to the Executive hereunder, the Executive or his representative shall execute and deliver to the terminating entity on a form prepared by Vista, a receipt for such sums and a release of all claims, except such claims as may have been submitted pur suant to the terms of this Agreement and which remain unpaid, and, shall forthwith tender to Vista all records, manuals and written procedures, as may be desired by it for the continued conduct of its business. Article Two Scope of Employment 2.1 Retention. Vista hereby hires the Executive and the Executive hereby accepts such employment, in accordance with the terms, provisions and conditions of this Agreement. 2.2 General Description of Duties. (a) The Executive shall be employed as the treasurer of Vista and perform the duties generally associated with the position of treasurer and chief financial officer thereof. (b) Without limiting the generality of the foregoing, the Executive shall be responsible for the proper recording and maintenance of Vista's financial records, balancing of Vista's financial accounts and collection and transmittal of Vista's periodic financial records to its auditors, as required to permit timely preparation of reports to governmental and self regulatory agencies, including without limitation, the United States Internal Revenue Service and the United States Securities and Exchange Commission. (c) The Executive covenants to perform the employment duties called for hereby in good faith, devoting substantially all business time, energies and abilities to the proper and efficient management of the business of Vista. 2.3 Status. (a) Throughout the term of this Agreement, the Executive shall serve as Vista's treasurer and chief financial officer. 405 (b) In the event that the Executive is not elected to such positions, then, at the option of the Executive, this Agreement may be deemed terminated effective as of the earliest time that it can be reasonably determined that such election will not take place, provided that written notice of such election is provided to Vista within 30 days after it failed to elect the Executive to the required office. 2.4 Exclusivity. Unless specifically otherwise authorized by Vista's board of directors, on a case by case basis, all of the Executive's business time shall be devoted exclusively to the affairs of Vista. Article Three Compensation 3.1 Compensation. As consideration for the Executive's services to Vista the Executive shall be entitled to: (a) An annual salary in the aggregate gross sum of $60,000 (the "Base Salary"). (b) Incentive stock options complying with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or successor provisions thereto (the "Options"), permitting the Executive to purchase up to 117,600 of the 931,000 shares of the common stock of AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which holds of all of Vista's capital stock and other securities ("AmeriNet"), that AmeriNet reserved for issuance to Vista employees in conjunction with the Reorganization Agreement pursuant to which AmeriNet acquired all of Vista's securities (the "Executive's Option Shares"), on the following terms and subject to the following conditions: (1) The Executive's rights to the Options will vest as follows: (A) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then the Executive shall have the right to purchase 16,799 of the Executive's Option Shares. (B) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2000 and ending on June 30, 2002, then the Executive shall have the right to purchase 50,397 of the Executive's Option Shares (including the 16,799 shares first referred to above) and (C) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then the Executive shall have the right to purchase all of the Executive's Option Shares (including the 50,397 shares first referred to above). 406 (2) If Vista fails to attain the earnings requirements for exercise of the Options during a measuring year, all of the Executive's rights to the Executive's Option Shares that would have become vested on such year shall lapse and be of no further force or effect. (3) The Options will be exercisable at a price of $1.875 per share for a period commencing on the date of vesting and ending on the earlier of June 30, 2005 or the 90th day after termination of the Executive's employment by Vista. (4) All other terms pertaining to the Options are hereby incorporated by reference from those contained in AmeriNet's Non-Qualified Stock Option & Stock Incentive Plan, Effective as of January 1 , 2000 filed by AmeriNet with the United States Securities and Exchange Commission (the "Commission"), a copy of which is annexed hereto and made a part hereof as exhibit 3.1(B)(2), except to the extent that they would be inconsistent with the specific terms in this Section 3.1 unless such inconsistency is required by the provisions of Code Section 422. 3.2 Benefits. During the term of this Agreement, the Executive shall also be entitled to the following benefits: (a) Two weeks paid vacation per year. (b) Provided that in each case, the gross cost thereof to Vista does not exceed $4,000 per year: (1) Comprehensive health insurance; and (2) The use of an automobile owned or leased by Vista for the Executive. (c) All other benefits of employment generally available to all of Vista's employees, provided that such benefits have been approved by Vista's stockholders. 3.3 Indemnification. Vista will defend, indemnify and hold the Executive harmless from all liabilities, suits, judgments, fines, penalties or disabilities, including expenses associated directly, therewith (e.g. legal fees, court costs, investigative costs, witness fees, etc.) resulting from any reasonable actions taken by him in good faith on behalf of Vista, its affiliates or for other persons or entities at the request of the board of directors of Vista, to the fullest extent legally permitted, and in conjunction therewith, shall assure that all required expenditures are made in a manner making it unnecessary for the Executive to incur any out of pocket expenses; provided, however, that the Executive permits the majority stockholders of Vista to select and supervise all personnel involved in such defense and that the Executive waive any conflicts of interest that such personnel may have as a result of also representing Vista, its stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. 407 Article Four Special Covenants 4.1 Confidentiality, Non-Circumvention and Non-Competition. During the term of this Agreement, all renewals thereof and for a period of two years after its termination, the Executive hereby irrevocably agrees to be bound by the following restrictions, which constitute a material inducement for Vista's entry into this Agreement and for AmeriNet's agreement to provide shares of its common stock as the securities underlying the Options: (a) Because the Executive will be developing for Vista, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as Vista's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; as material inducement to the entry into this Agreement by Vista, the Executive hereby covenants and agrees not to personally use, divulge or disclose, for any purpose whatsoever, directly or indirectly, any of such confidential information during the term of this Agreement, any renewals thereof, and for a period of two years after its termination. (b) The Executive hereby covenants and agrees to be bound as a fiduciary of Vista, as if the Executive were a partner in a partnership bound by the partnership opportunities doctrine, as such concept has been judicially and legislatively developed in the State of Florida, and consequently, without the prior written consent of Vista, on a specific, case by case basis, the Executive shall not, among other things, directly or indirectly: (1) Engage in any activities, whether or not for profit, competitive with Vista's business. (2) Solicit or accept any person providing services to Vista, whether as an employee, consultant or independent contractor, for employment or provision of services. (3) Induce any client or customer of Vista to cease doing business with Vista or to engage in business with any person engaged in business activities that compete with Vista's business. (4) Divert any business opportunity within the general scope of Vista's business and business capacity, to any other person or entity. 4.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to Vista as a result of a breach by the Executive of the covenants or agreements contained in this Article Four, and in view of the lack of an adequate remedy at law to protect Vista's interests, the Executive hereby covenants and agrees that Vista shall have the following additional rights and remedies in the event of a breach hereof: (a) In addition to and not in limitation of any other rights, remedies or damages available to Vista, whether at law or in equity, it shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by the Executive, or by the Executive's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him and the Executive hereby consents to the issuance of such a permanent injunction; and 408 (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which Vista may sustain prior to the effective enforcement of such injunction, the Executive hereby covenants and agrees to pay over to Vista, in the event he violates the covenants and agreements contained in Section 4.2 hereof, the greater of: (1) Any payment or compensation of any kind received by the Executive or by persons affiliated with or acting for or with the Executive, because of such violation before the issuance of such injunction, or (2) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by Vista as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to Vista for any breach of the covenants and agreements contained in this Article Four, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect Vista from the injury caused by such breaches would be injunctive relief. 4.3 Cumulative Remedies. The Executive hereby irrevocably agrees that the remedies described in Section 4.2 shall be in addition to, and not in limitation of, any of the rights or remedies to which Vista is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 4.4 Acknowledgment of Reasonableness. (a) The Executive hereby represents, warrants and acknowledges that having carefully read and considered the provisions of this Article Four, the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of Vista, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, the Executive hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, the Executive hereby covenants and agrees that if so modified, the covenants contained in this Article Four shall be as fully enforceable as if they had been set forth herein directly by the Parties. (b) In determining the nature of this limitation, the Executive hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that these covenants not to circumvent, disclose or compete be imposed and maintained to the greatest extent possible. 4.5 Unauthorized Acts. The Executive hereby covenants and agrees not do any act or incur any obligation on behalf of Vista except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action or reasonably inferred therefrom. 409 Article Five Miscellaneous 5.1 Notices. (a) (1) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: To the Executive: Jean Hickman 3780Southwest 19th Street; Fort Lauderdale, Florida 33312 Telephone (954) 316-6977; Fax, none; e-mail, none. To Vista: Vista Vacations International, Inc. 5653 Northwest 29th Street; Margate, Florida 33063 Attention: Teri E. Nadler, President Telephone (954) 975-0898; Fax (954) 975-8447; e-mail terie@flinet.com; with a fax copy to Scott B. Ugell 155 North Main Street; New City, New York 10956 Telephone (914) 639-7011; Fax (914) 639-7088; and, e-mail esqjudge@aol.com (2) In each case, copies of notices will also be provided to: AmeriNet Group.com, Inc. The Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail carrington@flinet.com Attention: Michael Harris Jordan, President; and AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-9182; Fax (954) 694-1325; and e-mail vanessa@atlantic.net Attention: Vanessa H. Lindsey, Secretary; (3) Copies of notices will also be provided to such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (b) (1) The Parties acknowledge that The Yankee Companies, Inc., a Florida corporation ("Yankees") has acted as scrivener for the Parties in this transaction and that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement on their behalf since it cannot provide any Party with legal advice. 410 (3) This Agreement shall not be interpreted more or less strictly against any Party based on its authorship. 5.2 Amendment. (a) No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. (b) This Agreement may not be modified without the consent of a majority in interest of Vista's and AmeriNet's stockholders. 5.3 Merger. (a) This instrument contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (b) All prior agreements whether written or oral, are merged herein and shall be of no force or effect. 5.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 5.5 Severability. If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 5.6 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Florida but any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in Broward County, Florida. 5.7 Litigation. (a) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. 411 (b) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (A) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida, to be selected by lot from six alternatives to be provided, two by Vista's majority stockholder, two by Vista and two by the Executive. (B) The mediation efforts shall be concluded within ten business days after their in itiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided,, two by Vista's majority stockholder, two by Vista and two by the Executive. (3) (A) Expenses of mediation shall be borne by Vista, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (C) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 5.8 Benefit of Agreement. (a) This Agreement may not be assigned by the Executive without the prior written consent of Vista. (b) Subject to the restrictions on transferability and assignment contained herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representative, estate, heirs and legatees. 5.9 Captions. The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. 5.10 Number and Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. 5.11 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, recipes, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 412 5.12 Status. Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, agency, or lessor-lessee relationship; but, rather, the relationship established hereby is that of employer-employee in Vista. 5.13 Counterparts. (a) This Agreement may be executed in any number of counterparts. (b) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. 5.14 License. (a) This Agreement is the property of Yankees and the use hereof by the Parties is authorized hereby solely for purposes of this transaction. (b) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. Execution Page In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Executive - -------------------------- /s/ Jean Hickman - -------------------------- -------------------------- Jean Hickman Dated: March 12, 2000 Vista Vacations International, Inc. a Florida corporation. - -------------------------- __________________________ By: /s/ Teri E. Nadler ___________________________ Teri E. Nadler, President (CORPORATE SEAL) Attest: /s/ Alicia Torrealba __________________________ Alicia Torrealba, Secretary Dated: March 12, 2000 413 EX-10.31.VV 35 INDEPENDENT CONTRACTOR AGREEMENT Independent Contractor Agreement This Independent Contractor Agreement (the "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation ("Vista"); and, Karyn McKnight, a resident of the State of Washington whose social security number is ###-##-#### (the "Independent Contractor"; Vista and the Independent Contractor being hereinafter collectively referred to as the "Parties" and generically as a "Party"). Preamble: WHEREAS, Vista is engaged in providing the travel services industry specializing in cruise package development, promotions and sales through a network of home based agents communicating with Vista and with Vista's clients through the Internet; and WHEREAS, the Independent Contractor has substantial business experience, acumen and contacts, and desires to be included among the independent contractors engaged by Vista, from time to time, in rendering services to Vista's agents and clients; and WHEREAS, Vista is willing to use the Independent Contractor in conjunction with Vista's provision of services to Vista's clients, on the terms and subject to the conditions hereinafter set forth: NOW, THEREFORE, in consideration for the Independent Contractor's agreement to render the hereinafter described services as well as of the premises, the sum of TEN ($10) DOLLARS, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article One Independent Contractor's Services 1.1 Description of Services (A) The Independent Contractor's areas of expertise and the services it she is to provide to Vista and through Vista, to its agents and clients are more particularly described in exhibit 1.1 annexed hereto and made a part hereof (the "Areas of Service"). (B) (1) The Independent Contractor shall make its services available to Vista's clients solely through Vista. (2) The Independent Contractor's compensation shall an annual fee of $25,000. (C) The Independent Contractor hereby represents and warrants to Vista and Vista's clients that it is subject to no legal, self regulatory organization or regulatory impediments to the provision of the services called for 414 by this Agreement, or to receipt of the compensation called for under this Agreement or any supplements thereto; and, the Independent Contractor hereby irrevocably covenants and agrees to immediately bring to the attention of Vista any facts required to make the foregoing representation and warranty continuingly accurate throughout the term of this Agreement, or any supplements or extensions thereof. 1.2 Fiduciary Obligation to Vista and its Clients (A) The Independent Contractor's primary duties shall be to Vista and in the event of a conflict, perceived or actual, between the Independent Contractor's obligations to Vista and Vista's clients, the Independent Contractor's duties to Vista shall be controlling. (B) In rendering its services, the Independent Contractor shall not disclose to any third party any confidential non-public information furnished by Vista or its clients or otherwise obtained by it with respect to Vista or its clients. 1.3 Limitations on Services (A) The Parties recognize that Vista is a subsidiary of a publicly traded company required to file periodic reports with the United States Securities and Exchange Commission (the "Commission") and that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the NASD, in-house "due diligence" or "compliance" departments of brokerage houses, etc.; accordingly, the Independent Contractor agrees that the Independent Contractor will not: (1) Release any financial or other material information or data about Vista without the prior consent and approval of Vista; (2) Release or make available any information or data about Vista clients to any selected or limited person(s), entity, or group if the Independent Contractor is aware that such information or data has not been generally released or promulgated. (B) The Independent Contractor shall not take any action which would in any way adversely affect the reputation, standing or prospects of Vista or Vista's clients or which would cause Vista or its clients to be in violation of applicable laws. (C) In the event that the Independent Contractor is an entity rather than a natural person, then the following provisions shall apply: (1) Karyn McKnight, a principal of the Independent Contractor (e.g., its president, director, stock holder, partner, member, etc.; sometimes hereinafter referred to as "Mr. Ms. McKnight") shall, unless otherwise consented to by Vista, be the person through which the Independent Contractor provides all its services hereunder; (2) In the event that Ms. McKnight becomes disassociated from the Independent Contractor, then Vista shall have the option of terminating this Agreement and requiring Ms. McKnight, at Ms. McKnight's election, of either personally or through a legal entity controlled by Ms. McKnight 415 through which Ms. McKnight can personally provide the required services, to perform the obligations of the Independent Contractor for the balance of the term, or then operative renewal term, of this Agreement; (3) In the event that the responsibilities for fulfilling the terms of this Agreement devolve on Ms. McKnight personally, then it shall be presumed that the Independent Contractor has correspondingly assigned to Ms. McKnight all rights to receipt of compensation associated with such services; (4) In all instances in this Agreement to the provision of services by the Independent Contractor or the death of the Independent Contractor, or the inability of the Independent Contractor to provide services, or pertaining to conduct justifying earlier termination of this Agreement, such references shall include any such events, actions or failures to act by Ms. McKnight. Article Two Term, Renewals & Earlier Termination 2.1 Term. This Agreement shall be for an initial term of one year, commencing on the date of its complete execution by all Parties, as evinced in the execution page hereof. 2.2 Renewals. This Agreement shall be renewed automatically, after expiration of the original term, on a continuing annual basis, unless the Party wishing not to renew this Agreement provides the other Party with written notice of its election not to renew ("Termination Election Notice") on or before the 30th day prior to termination of the then current term. 2.3 Earlier Termination. Vista shall have the right to terminate this Agreement prior to the expiration of its Term or of any renewals thereof, subject to the provisions of Sections 2.4 and 2.5, for the following reasons: (a) For Cause: (1) Vista may terminate this Agreement at any time for cause. (2) Such termination shall be evidenced by written notice thereof to the Independent Contractor, which notice shall specify the cause for termination. (3) For purposes hereof, the term "cause" shall mean: (A) The inability of the Independent Contractor, through sickness or other incapacity, to discharge her duties under this Agreement for 30 or more consecutive days or for a total of 60 or more days in a period of twelve consecutive months; 416 (B) The failure of the Independent Contractor to follow the directions of Vista's board of directors; (C) Dishonesty; theft; or conviction of a crime involving moral turpitude; (D) Material default in the performance of the Independent Contractor's obligations, services or duties required under this Agreement (other than due to illness) or material breach of any provision of this Agreement, which default or breach has continued for ten days after written notice of such default or breach. (b) Deterioration or Discontinuance of Business: (1) In the event that Vista experiences material business reversals or fails to meet the operational criteria reflected in its projections or business plans, then, subject to the provisions of Section 2.4, at the option of Vista, this Agreement shall terminate as of a date selected by Vista with the same force and effect as if such date was the date originally set as the termination date hereof. (2) In the event that Vista discontinues operating its business, this Agreement shall terminate as of the last day of the month on which it ceases operation with the same force and effect as if such last day of the month were originally set as the termination date hereof; provided, however, that a reorganization of Vista shall not be deemed a termination of its business. (c) Death: This Agreement shall terminate immediately on the death of the Independent Contractor; however, all accrued compensation at such time shall be promptly paid to the Independent Contractor's estate. 2.4 Severance Payments and Alternatives to Termination In the event this Agreement is terminated for reasons other than for cause as described in Section 2.3(b) above, the Independent Contractor shall be entitled to either thirty days prior written notice or to a severance payment in a sum equal to the fee that would have been paid had 30 days prior written notice been provided; provided, however, that in lieu of termination, Vista may offer to continue this Agreement under modified compensation arrangements, if such arrangements are reflected in the written notice and accepted by the Independent Contractor prior to the end of the 30 day notice period. 2.5 Final Settlement. Upon termination of this Agreement and payment of all amounts due to the Independent Contractor hereunder, the Independent Contractor or his representative shall execute and deliver to the terminating entity on a form prepared by Vista, a receipt for such sums and a release of all claims, except such claims as may have been submitted pursuant to the terms of this Agreement and which remain unpaid, and, shall forthwith tender to Vista all records, manuals and written procedures, as may be desired by it for the continued conduct of its business. 417 Article Three Compensation 3.1 Compensation. As consideration for the Independent Contractor's services to Vista the Independent Contractor shall be entitled to: (a) An consulting fee in the aggregate gross sum of $25,000 (the "Base Fee"). (b) Incentive stock options complying with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or successor provisions thereto (the "Options"), permitting the Independent Contractor to purchase up to 12,740 of the 931,000 shares of the common stock of AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which holds of all of Vista's capital stock and other securities ("AmeriNet"), that AmeriNet reserved for issuance to Vista employees and qualifying consultants in conjunction with the Reorganization Agreement pursuant to which AmeriNet acquired all of Vista's securities (the "Independent Contractor's Option Shares"), on the following terms and subject to the following conditions: (1) The Independent Contractor's rights to the Options will vest as follows: (A) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $400,000 during the period starting on July 1, 2000 and ending on June 30, 2001, then the Independent Contractor shall have the right to purchase 1,820 of the Independent Contractor's Option Shares. (B) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $1,200,000 during the period starting on July 1, 2000 and ending on June 30, 2002, then the Independent Contractor shall have the right to purchase 5,460 of the Independent Contractor's Option Shares (including the 1,820 shares first referred to above) and (C) If Vista earns net, pre tax profits, determined in accordance with GAAP, of at least $2,800,000 during the period starting on July 1, 2000 and ending on June 30, 2003, then the Independent Contractor shall have the right to purchase all of the Independent Contractor's Option Shares (including the 5,460 shares first referred to above). (2) If Vista fails to attain the earnings requirements for exercise of the Options during a measuring year, all of the Independent Contractor's rights to the Independent Contractor's Option Shares that would have become vested on such year shall lapse and be of no further force or effect. (3) The Options will be exercisable at a price of $1.875 per share for a period commencing on the date of vesting and ending on the earlier of June 30, 2005 or the 90th day after termination of this Agreement. 418 (4) All other terms pertaining to the Options are hereby incorporated by reference from those contained in AmeriNet's Non-Qualified Stock Option & Stock Incentive Plan, Effective as of January 1 , 2000 filed by AmeriNet with the United States Securities and Exchange Commission (the "Commission"), a copy of which is annexed hereto and made a part hereof as exhibit 3.1(B)(2), except to the extent that they would be inconsistent with the specific terms in this Section 3.1 unless such inconsistency is required by the provisions of Code Section 422. 3.3 Indemnification. Vista will defend, indemnify and hold the Independent Contractor harmless from all liabilities, suits, judgments, fines, penalties or disabilities, including expenses associated directly, therewith (e.g. legal fees, court costs, investigative costs, witness fees, etc.) resulting from any reasonable actions taken by him in good faith on behalf of Vista, its affiliates or for other persons or entities at the request of the board of directors of Vista, to the fullest extent legally permitted, and in conjunction therewith, shall assure that all required expenditures are made in a manner making it unnecessary for the Independent Contractor to incur any out of pocket expenses; provided, however, that the Independent Contractor permits the majority stockholders of Vista to select and supervise all per sonnel involved in such defense and that the Independent Contractor waive any conflicts of interest that such personnel may have as a result of also representing Vista, its stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. Article Four Special Covenants 4.1 Confidentiality, Non-Circumvention and Non-Competition. During the term of this Agreement, all renewals thereof and for a period of two years after its termination, the Independent Contractor hereby irrevocably agrees to be bound by the following restrictions, which constitute a material inducement for Vista's entry into this Agreement and for AmeriNet's agreement to provide shares of its common stock as the securities underlying the Options: (a) Because the Independent Contractor will be developing for Vista, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as Vista's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; as material inducement to the entry into this Agreement by Vista, the Independent Contractor hereby covenants and agrees not to personally use, divulge or disclose, for any purpose whatsoever, directly or indirectly, any of such confidential information during the term of this Agreement, any renewals thereof, and for a period of two years after its termination. (b) The Independent Contractor hereby covenants and agrees to be bound as a fiduciary of Vista, as if the Independent Contractor were a partner in a partnership bound by the partnership opportunities doctrine, as such concept has been judicially and legislatively developed in the State of Florida, and consequently, without the prior written consent of Vista, on a specific, case by case basis, the Independent Contractor shall not, among other things, directly or indirectly: (1) Engage in any activities, whether or not for profit, competitive with Vista's business. 419 (2) Solicit or accept any person providing services to Vista, whether as an employee, consultant or independent contractor, for employment or provision of services. (3) Induce any client or customer of Vista to cease doing business with Vista or to engage in business with any person engaged in business activities that compete with Vista's business. (4) Divert any business opportunity within the general scope of Vista's business and business capacity, to any other person or entity. 4.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to Vista as a result of a breach by the Independent Contractor of the covenants or agreements contained in this Article Four, and in view of the lack of an adequate remedy at law to protect Vista's interests, the Independent Contractor hereby covenants and agrees that Vista shall have the following additional rights and remedies in the event of a breach hereof: (a) In addition to and not in limitation of any other rights, remedies or damages available to Vista, whether at law or in equity, it shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by the Independent Contractor, or by the Independent Contractor's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him and the Independent Contractor hereby consents to the issuance of such a permanent injunction; and (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which Vista may sustain prior to the effective enforcement of such injunction, the Independent Contractor hereby covenants and agrees to pay over to Vista, in the event he violates the covenants and agreements contained in Section 4.2 hereof, the greater of: (1) Any payment or compensation of any kind received by the Independent Contractor or by persons affiliated with or acting for or with the Independent Contractor, because of such violation before the issuance of such injunction, or (2) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by Vista as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to Vista for any breach of the covenants and agreements contained in this Article Four, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect Vista from the injury caused by such breaches would be injunctive relief. 4.3 Cumulative Remedies. The Independent Contractor hereby irrevocably agrees that the remedies described in Section 4.2 shall be in addition to, and not in limitation of, any of the rights or remedies to which Vista is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 420 4.4 Acknowledgment of Reasonableness. (a) The Independent Contractor hereby represents, warrants and acknowledges that having carefully read and considered the provisions of this Article Four, the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of Vista, its officers, directors and employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, the Independent Contractor hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, the Independent Contractor hereby covenants and agrees that if so modified, the covenants contained in this Article Four shall be as fully enforceable as if they had been set forth herein directly by the Parties. (b) In determining the nature of this limitation, the Independent Contractor hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that these covenants not to circumvent, disclose or compete be imposed and maintained to the greatest extent possible. 4.5 Unauthorized Acts. The Independent Contractor hereby covenants and agrees not do any act or incur any obligation on behalf of Vista except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action or reasonably inferred therefrom. Article Five Miscellaneous 5.1 Notices. (a) (1) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: To the Independent Contractor: Karyn McKnight 10020 A Main Street, Suite 177; Bellevue, Washington 98004 Telephone (425) 957-3561; Fax, (425) 641-1248; e-mail, vistavoice@aol.com To Vista: Vista Vacations International, Inc. Attention: Teri E. Nadler, President 5653 Northwest 29th Street; Margate, Florida 33063 Telephone (954) 975-0898; Fax (954) 975-8447; e-mail terie@flinet.com; with a fax copy to Scott B. Ugell 155 North Main Street; New City, New York 10956 Telephone (914) 639-7011; Fax (914) 639-7088; and, e-mail esqjudge@aol.com 421 (2) In each case, copies of notices will also be provided to: AmeriNet Group.com, Inc. The Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail carrington@flinet.com Attention: Michael Harris Jordan, President; and AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-9182; Fax (954) 694-1325; and e-mail vanessa@atlantic.net Attention: Vanessa H. Lindsey, Secretary; (3) Copies of notices will also be provided to such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (b) (1) The Parties acknowledge that The Yankee Companies, Inc., a Florida corporation ("Yankees") has acted as scrivener for the Parties in this transaction and that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement on their behalf since it cannot provide any Party with legal advice. (3) This Agreement shall not be interpreted more or less strictly against any Party based on its authorship. 5.2 Amendment. (5) No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. (6) This Agreement may not be modified without the consent of a majority in interest of Vista's and AmeriNet's stockholders. 5.3 Merger. (a) This instrument contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (b) All prior agreements whether written or oral, are merged herein and shall be of no force or effect. 5.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 422 5.5 Severability. If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 5.6 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Florida but any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in Broward County, Florida. 5.7 Litigation. (a) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. (b) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (A) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida, to be selected by lot from six alternatives to be provided, two by Vista's majority stockholder, two by Vista and two by the Independent Contractor. (B) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided,, two by Vista's majority stockholder, two by Vista and two by the Independent Contractor. (3) (A) Expenses of mediation shall be borne by Vista, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (C) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 423 5.8 Benefit of Agreement. (a) This Agreement may not be assigned by the Independent Contractor without the prior written consent of Vista. (b) Subject to the restrictions on transferability and assignment contained herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representative, estate, heirs and legatees. 5.9 Captions. The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. 5.10 Number and Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. 5.11 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, recipes, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 5.12 Status. (a) Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, employer-employee relationship, lessor-lessee relationship, or principal-agent relationship. (b) In amplification of the foregoing, the Independent Contractor shall be responsible for providing the Independent Contractor's own office facilities and supporting personnel and payment of all expenses associated with provision of services and shall generally determine the time and place for the performance of the Independent Contractor's services under this Agreement, provided that such time and place must be reasonable under the circumstances and acceptable to the Vista's client involved. (c) Consequently, throughout the term of this Agreement, the Independent Contractor shall serve an independent contractor, as that term is defined, without limitation, by the United States Internal Revenue Service, and in conjunction therewith, shall be responsible for all of the Independent Contractor's tax reporting and payment obligations. (d) The Independent Contractor agrees not to enter into any contracts or take other action which binds or obligates Vista and at all times to hold itself out and conduct itself as an independent contractor of Vista. 5.13 Counterparts. (a) This Agreement may be executed in any number of counterparts. (b) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. 424 5.14 License. (a) This Agreement is the property of Yankees and the use hereof by the Parties is authorized hereby solely for purposes of this transaction. (b) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Independent Contractor - -------------------------- /s/ Karyn McKnight - -------------------------- -------------------------- Karyn McKnight Dated: March 12, 2000 Vista Vacations International, Inc. a Florida corporation. - -------------------------- __________________________ By: /s/ Teri E. Nadler ___________________________ Teri E. Nadler, President (CORPORATE SEAL) Attest: /s/ Alicia Torrealba __________________________ Alicia Torrealba, Secretary Dated: March 12, 2000 425 EX-10.32.VV 36 CONFIDENTIALITY AGREEMENT WITH JAY LOVINS Confidentiality Agreement This agreement (the "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation (hereinafter together with its affiliates referred to as "Vista Vacations"), and Jay Lovins, ("Mr. Lovins"), an individual hereinafter collectively referred to as the "Parties or generically as a "Party"). Witnesseth: IN CONSIDERATION FOR BEING MADE PRIVY to confidential information and being introduced to the business contacts and business operations of Vista Vacations, the Party providing the information being hereinafter generically referred to as the "Provider" and the Party receiving the information being hereinafter referred to as the "Recipient"), the Parties hereby irrevocably agree not to disclose the confidential information and or trade secrets ( 1.1 Confidentiality. (a) Mr. Lovins acknowledges that, in and as a result of his employment hereunder, he will be developing for Vista Vacation, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as Vista Vacation 's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; consequently, as material inducement to the entry into this Agreement by Vista Vacation , Mr. Lovins hereby covenants and agrees that he shall not, at anytime during or following the terms of his employment hereunder, directly or indirectly, personally use, divulge or disclose, for any purpose whatsoever, any of such confidential information which has been obtained by or disclosed to him as a result of his employment by Vista Vacation, or Vista Vacation's affiliates. (b) In the event of a breach or threatened breach by Mr. Lovins of any of the provisions of this Section 1.1 Vista Vacation, in addition to and not in limitation of any other rights, remedies or damages available to Vista Vacation, whether at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by Mr. Lovins, or by Mr. Lovins's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him. 1.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to Vista Vacation as a result of a breach by Mr. Lovins of the covenants or agreements contained in this Article One, and in view of the lack of an adequate remedy at law to protect Vista Vacation 's interests, Mr. Lovins hereby covenants and agrees that Vista Vacation shall have the following additional rights and remedies in the event of a breach hereof: (a) Mr. Lovins hereby consents to the issuance of a permanent injunction enjoining him from any violations of the covenants set forth in Section 1.1 hereof; and 426 (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which Vista Vacation may sustain prior to the effective enforcement of such injunction, Mr. Lovins hereby covenants and agrees to pay over to Vista Vacation , in the event he violates the covenants and agreements contained in Section 1.2 hereof, the greater of: (i) Any payment or compensation of any kind received by him because of such violation before the issuance of such injunction, or (ii) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by Vista Vacation as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to Vista Vacation for any breach of the covenants and agreements contained in this Article One, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect Vista Vacation from the injury caused by such breaches would be injunctive relief. 1.3 Cumulative Remedies. Mr. Lovins hereby irrevocably agrees that the remedies described in Section 1.2 hereof shall be in addition to, and not in limitation of, any of the rights or remedies to which Vista Vacation is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 1.4 Acknowledgment of Reasonableness. Mr. Lovins hereby represents, warrants and acknowledges that he has carefully read and considered the provisions of this Article One and, having done so, agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of Vista Vacation, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, Mr. Lovins hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, Mr. Lovins hereby covenants and agrees that if so modified, the covenants contained in this Article One shall be as fully enforceable as if they had been set forth herein directly by the Parties. In determining the nature of this limitation, Mr. Lovins hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that this covenant not to compete be imposed and maintained to the greatest extent possible. 1.5 Unauthorized Acts. Mr. Lovins hereby covenants and agrees that he will not do any act or incur any obligation on behalf of Vista Vacation of any kind whatsoever, except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action. 2.1 Duration. The obligation to keep Information confidential shall expire two years from the date of the disclosure. 427 3.1 No Licenses Granted. The furnishing of any Information hereunder shall not be constructed as the granting of a licenses under any patent application as implying any obligation other than as specifically recited herein. 4.1 Governing Law & Venue. (1) This Agreement shall be governed and constructed in accordance with laws of the State of Florida (other than its conflict of law provisions) and the United States of America. (2) Venue for any proceedings arising hereunder shall be in Palm Beach County, Florida. 5.1. Attorney Fees. If any legal actions arise related to this Agreement, the prevailing Party shall be entitled to recover its court costs and reasonable attorney's fees. 6.1. Notice. (1) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com 428 (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; (5) To Mr. Lovins: Jay Lovins 2037 Champions Way, N. Lauderdale, Fl. 33068 Telephone (954) or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (2) (a) The decision by any Party not to use the services of legal counsel in conjunction with this transaction shall be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent AmeriNet's general counsel, who has reviewed, approved and caused modifications on behalf of AmeriNet, from representing anyone other than AmeriNet in this transaction. IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Individual Signee - ---------------------------- /s/ Jay Lovins - ---------------------------- ------------------------ Signature Dated: March 10, 2000 Jay Lovins ----------------------- Print name Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler ______________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Alicia Torrealba ______________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 429 EX-10.33.VV 37 CONFIDENTIALITY AGREEMENT WITH KARYN MCKNIGHT Confidentiality Agreement This agreement (the "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation (hereinafter together with its affiliates referred to as "Vista Vacations"), and Karyn McKnight, ("Ms. McKnight"), an individual hereinafter collectively referred to as the "Parties or generically as a "Party"). Witnesseth: IN CONSIDERATION FOR BEING MADE PRIVY to confidential information and being introduced to the business contacts and business operations of Vista Vacations, the Party providing the information being hereinafter generically referred to as the "Provider" and the Party receiving the information being hereinafter referred to as the "Recipient"), the Parties hereby irrevocably agree not to disclose the confidential information and or trade secrets ( 1.1 Confidentiality. (a) Ms. McKnight acknowledges that, in and as a result of his employment hereunder, he will be developing for Vista Vacation, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as Vista Vacation 's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; consequently, as material inducement to the entry into this Agreement by Vista Vacation , Ms. McKnight hereby covenants and agrees that he shall not, at anytime during or following the terms of his employment hereunder, directly or indirectly, personally use, divulge or disclose, for any purpose whatsoever, any of such confidential information which has been obtained by or disclosed to him as a result of his employment by Vista Vacation, or Vista Vacation's affiliates. (b) In the event of a breach or threatened breach by Ms. McKnight of any of the provisions of this Section 1.1 Vista Vacation, in addition to and not in limitation of any other rights, remedies or damages available to Vista Vacation, whether at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by Ms. McKnight, or by Ms. McKnight's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him. 1.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to Vista Vacation as a result of a breach by Ms. McKnight of the covenants or agreements contained in this Article One, and in view of the lack of an adequate remedy at law to protect Vista Vacation 's interests, Ms. McKnight hereby covenants and agrees that Vista Vacation shall have the following additional rights and remedies in the event of a breach hereof: (a) Ms. McKnight hereby consents to the issuance of a permanent injunction enjoining her from any violations of the covenants set forth in Section 1.1 hereof; and 430 (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which Vista Vacation may sustain prior to the effective enforcement of such injunction, Ms. McKnight hereby covenants and agrees to pay over to Vista Vacation, in the event he violates the covenants and agreements contained in Section 1.2 hereof, the greater of: (i) Any payment or compensation of any kind received by him because of such violation before the issuance of such injunction, or (ii) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by Vista Vacation as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to Vista Vacation for any breach of the covenants and agreements contained in this Article One, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect Vista Vacation from the injury caused by such breaches would be injunctive relief. 1.3 Cumulative Remedies. Ms. McKnight hereby irrevocably agrees that the remedies described in Section 1.2 hereof shall be in addition to, and not in limitation of, any of the rights or remedies to which Vista Vacation is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 1.4 Acknowledgment of Reasonableness. Ms. McKnight hereby represents, warrants and acknowledges that he has carefully read and considered the provisions of this Article One and, having done so, agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of Vista Vacation, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, Ms. McKnight hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, Ms. McKnight hereby covenants and agrees that if so modified, the covenants contained in this Article One shall be as fully enforceable as if they had been set forth herein directly by the Parties. In determining the nature of this limitation, Ms. McKnight hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that this covenant not to compete be imposed and maintained to the greatest extent possible. 1.5 Unauthorized Acts. Ms. McKnight hereby covenants and agrees that he will not do any act or incur any obligation on behalf of Vista Vacation of any kind whatsoever, except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action. 2.1 Duration. The obligation to keep Information confidential shall expire two years from the date of the disclosure. 431 3.1 No Licenses Granted. The furnishing of any Information hereunder shall not be constructed as the granting of a licenses under any patent application as implying any obligation other than as specifically recited herein. 4.1 Governing Law & Venue. (1) This Agreement shall be governed and constructed in accordance with laws of the State of Florida (other than its conflict of law provisions) and the United States of America. (2) Venue for any proceedings arising hereunder shall be in Palm Beach County, Florida. 5.1. Attorney Fees. If any legal actions arise related to this Agreement, the prevailing Party shall be entitled to recover its court costs and reasonable attorney's fees. 6.1. Notice. (1) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com 432 (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; (5) To Ms. McKnight: Karyn McKnight 10020 A Main Street, Bellevue, Washington 98004 Telephone (954) or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (2) (a) The decision by any Party not to use the services of legal counsel in conjunction with this transaction shall be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent AmeriNet's general counsel, who has reviewed, approved and caused modifications on behalf of AmeriNet, from representing anyone other than AmeriNet in this transaction. IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Individual Signee - ---------------------------- /s/ Karyn McKnight - ---------------------------- ------------------------ Signature Dated: March 11, 2000 Karyn McKnight ----------------------- Print name Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler ______________________________ Teri E. Nadler, President (Corporate Seal) Attest: /s/ Teri E. Nadler ______________________________ Alicia Torrealba, Secretary Dated: March 11, 2000 433 EX-10.34.VV 38 CONFIDENTIALITY AGREEMENT WITH TREVOR GRAFFLIN Confidentiality Agreement This agreement (the "Agreement") is made and entered into by and between Vista Vacations International, Inc., a Florida corporation (hereinafter together with its affiliates referred to as "Vista Vacations"), and Trevor Grafflin, ("Mr. Grafflin"), an individual hereinafter collectively referred to as the "Parties or generically as a "Party"). Witnesseth: IN CONSIDERATION FOR BEING MADE PRIVY to confidential information and being introduced to the business contacts and business operations of Vista Vacations, the Party providing the information being hereinafter generically referred to as the "Provider" and the Party receiving the information being hereinafter referred to as the "Recipient"), the Parties hereby irrevocably agree not to disclose the confidential information and or trade secrets ( 1.1 Confidentiality. (a) Mr. Grafflin acknowledges that, in and as a result of his employment hereunder, he will be developing for Vista Vacation, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as Vista Vacation 's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; consequently, as material inducement to the entry into this Agreement by Vista Vacation , Mr. Grafflin hereby covenants and agrees that he shall not, at anytime during or following the terms of his employment hereunder, directly or indirectly, personally use, divulge or disclose, for any purpose whatsoever, any of such confidential information which has been obtained by or disclosed to him as a result of his employment by Vista Vacation, or Vista Vacation's affiliates. (b) In the event of a breach or threatened breach by Mr. Grafflin of any of the provisions of this Section 1.1 Vista Vacation, in addition to and not in limitation of any other rights, remedies or damages available to Vista Vacation, whether at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by Mr. Grafflin, or by Mr. Grafflin's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him. 1.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to Vista Vacation as a result of a breach by Mr. Grafflin of the covenants or agreements contained in this Article One, and in view of the lack of an adequate remedy at law to protect Vista Vacation 's interests, Mr. Grafflin hereby covenants and agrees that Vista Vacation shall have the following additional rights and remedies in the event of a breach hereof: (a) Mr. Grafflin hereby consents to the issuance of a permanent injunction enjoining him from any violations of the covenants set forth in Section 1.1 hereof; and 434 (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which Vista Vacation may sustain prior to the effective enforcement of such injunction, Mr. Grafflin hereby covenants and agrees to pay over to Vista Vacation , in the event he violates the covenants and agreements contained in Section 1.2 hereof, the greater of: (i) Any payment or compensation of any kind received by him because of such violation before the issuance of such injunction, or (ii) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by Vista Vacation as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to Vista Vacation for any breach of the covenants and agreements contained in this Article One, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect Vista Vacation from the injury caused by such breaches would be injunctive relief. 1.3 Cumulative Remedies. Mr. Grafflin hereby irrevocably agrees that the remedies described in Section 1.2 hereof shall be in addition to, and not in limitation of, any of the rights or remedies to which Vista Vacation is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 1.4 Acknowledgment of Reasonableness. Mr. Grafflin hereby represents, warrants and acknowledges that he has carefully read and considered the provisions of this Article One and, having done so, agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of Vista Vacation, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, Mr. Grafflin hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, Mr. Grafflin hereby covenants and agrees that if so modified, the covenants contained in this Article One shall be as fully enforceable as if they had been set forth herein directly by the Parties. In determining the nature of this limitation, Mr. Grafflin hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that this covenant not to compete be imposed and maintained to the greatest extent possible. 1.5 Unauthorized Acts. Mr. Grafflin hereby covenants and agrees that he will not do any act or incur any obligation on behalf of Vista Vacation of any kind whatsoever, except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action. 2.1 Duration. The obligation to keep Information confidential shall expire two years from the date of the disclosure. 435 3.1 No Licenses Granted. The furnishing of any Information hereunder shall not be constructed as the granting of a licenses under any patent application as implying any obligation other than as specifically recited herein. 4.1 Governing Law & Venue. (1) This Agreement shall be governed and constructed in accordance with laws of the State of Florida (other than its conflict of law provisions) and the United States of America. (2) Venue for any proceedings arising hereunder shall be in _____ County, Florida. 5.1. Attorney Fees. If any legal actions arise related to this Agreement, the prevailing Party shall be entitled to recover its court costs and reasonable attorney's fees. 6.1. Notice. (1) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (2) To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Michael Harris Jordan, President Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail webmaster@amerinetgroup.com; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GRichardCh@aol.com (3) To Vista Vacations: Vista Vacations International, Inc. 5653 NW 29th Street, Margate, Florida 33063 Attention: Teri E. Nadler President Telephone (954) 975-0898, Fax (954) 957-8447; and, web site: www.Terir@Flinet.com 436 (4) To Yankees: The Yankee Companies, Inc. 2500 North Military Trail, Suite 225; Boca Raton, Florida 33487 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; (5) To Mr. Grafflin: Trevor Grafflin 22940 C. Oxford Place, Boca Raton, Florida 334333 Telephone (954) or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (2) (a) The decision by any Party not to use the services of legal counsel in conjunction with this transaction shall be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent AmeriNet's general counsel, who has reviewed, approved and caused modifications on behalf of AmeriNet, from representing anyone other than AmeriNet in this transaction. IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Individual Signee - ---------------------------- /s/ Trevor Grafflin - ---------------------------- ------------------------ Signature Dated: March 10, 2000 Trevor Grafflin ----------------------- Print name Vista Vacations International, Inc. - ---------------------------- ____________________________ By: /s/ Teri E. Nadler ______________________________ Teri E. Nadler, President (Corporate Seal) Attest: /a/ Alicia Torrealba ______________________________ Alicia Torrealba, Secretary Dated: February 28, 2000 437 EX-99.50 39 LETTER OF RESIGNATION FROM PENNY ADAMS FIELD March 1, 2000 Michael Jordan Amerinet Group.Com, Inc. 2500 N. Military Trail-- Suite 225 Boca Raton, FL 33431 Dear Michael, As we discussed at the first of the year, I cannot continue to participate on the board of Amerinet Group due to the extreme demands that have been placed on me at Cigarette Racing Team. I cannot predict when my responsibilities or schedule will lighten and therefore have had to discontinue all outside activity and devote myself to the corporate transition. I wish you and all of the board at Amerinet the best and success in all your endeavors. Sincerely, /s/ Penny Adams Field Penny Adams Field 438 -----END PRIVACY-ENHANCED MESSAGE-----