-----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, AAF3oDU4//LLhBIvOySvZNZtqOxEufNAClY4Ru1WkgZ9LspQBPAvHOf0R5hu/REo pZqqNNML15VbQOEG+F61xQ== /in/edgar/work/20000615/0000050471-00-000013/0000050471-00-000013.txt : 20000919 0000050471-00-000013.hdr.sgml : 20000919 ACCESSION NUMBER: 0000050471-00-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000531 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERINET GROUP COM INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: [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: 655875 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 0001.txt 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 May 31, 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) Page 1 CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS The Private Securities Litigate Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward-looking statements with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the Registrant is detailed from time to time in the Registrant's reports filed with the Commission. This report contains "forward looking statements" relating to the Registrant's current expectations and beliefs. These include statements concerning operations, performance, financial condition and anticipated growth. For this purpose, any statements contained in this Annual Report and Form 10-KSB that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "intend", "could", "estimate", or "continue", or the negative or other variation thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties which are beyond the Registrant's control. Should one or more of these risks or uncertainties materialize or should the Registrant's underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward looking statements. CONTEXT The information in this report is qualified in its entirety by reference to the entire report; consequently, this report must be read in its entirety. This is especially important when of material subsequent events are disclosed. Information may not be considered or quoted out of context or without referencing other information contained in this report necessary to make the information considered, not misleading. INFORMATION INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS. AGREEMENT TO CANCEL XCEL WARRANTS Due to the continuously changing disclosure required by the Registrant's acquisition program and the failure of Xcel Associates, Inc., a New Jersey corporation ("Xcel") to provide required information concerning its transactions in the Registrant's securities, the Registrant has not been able to prepare and disseminate the current information required for it to file a registration statement on Commission Form S-3 registering shares underlying the warrant held by Xcel. The registration statement was originally to have been filed prior to December 31, 1999 and the Registrant intended to use the $750,000 in proceeds from such exercise to meet funding commitments to its subsidiaries. Due to the delay, the Registrant has made alternative funding arrangements through Yankees (see discussion of Yankees' loan agreement disclosed in the quarterly report on Form 10-QSB filed by the Registrant with the Commission for the quarter ended March 31, 2000). Xcel has requested that the Registrant issue it 200,000 unregistered shares of its common stock in reliance on Section 4(6) of the Securities Act, in exchange for the warrant. While the Registrant believes that such consideration is more than it should have to provide in exchange for cancellation of the Xcel Warrant, it recognizes that Xcel has assisted the Registrant's former principal stockholders to liquidate shares of their AmeriNet common stock in cases where proceeds from such sales have been re-invested in AmeriNet. Consequently, in the interests of continuing a beneficial relationship and avoiding the expenses in capital and time that could result from non resolution of the Xcel request on amicable terms, the Registrant has entered into a superseder and settlement agreement with Xcel, a copy of which is filed as an exhibit to this report (see "Item 7(c), Exhibits") Xcel also requested that the Registrant address a loan which Xcel had made on or about September 30, 1999,to American Internet Technical Centers, Inc. ("American Internet"), then the Registrant's sole subsidiary. American Internet failed to repay the loan and Xcel elected to foreclose on 35,000 shares of the Registrant's stock pledged by Yankees as security therefor. At the time Xcel notified the Registrant of its intention to retain the shares, the Registrant's stock was trading at $1.19 per share. Disclosure of Xcel's loan to American Internet is incorporated by reference to the Registrant's annual report on Form 10-KSB filed with the Commission for the year ended June 30, 2000 as permitted by Commission Rule 12b-23. A copy of the Loan Guarantee and Indeminification Agreement is filed as an exhibit to this report (see "Item 7(c), Exhibits"). Page 2 The Registrant's stock has declined in price since then and Xcel recently re-evaluated its decision and has requested that the Registrant repay the $75,000 loaned to American Internet whereupon Xcel would return the 35,000 shares of the Registrant's common stock pledged by Yankees to Xcel. In turn, Yankees would agree to return the 138,833 shares of the Registrant's common stock it received as indemnification for the loss of the pledged stock, although it will retain 7,000 shares of the Registrant's common stock it received as consideration for agreeing to pledge such stock. Again, in the interest of continuing a beneficial relationship with Xcel, Yankees and the Registrant have agreed to Xcel's request and the parties have embodied their agreement within the superceder and settlement agreement referenced in the preceding paragraph. As of the date of this report, the Registrant has repaid Xcel $70,000 of the $75,000 owed. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Designation Page of Exhibit Number as Set Forth or Source of in Item 601 of Incorporation Regulation S-B By Reference Description (10) Material Contracts (i) Material agreements pertaining to the Registrant 10.51 ___ Superseder & settlement agreement between the Registrant and Xcel dated May 31, 2000. 10.52 ___ Loan Guarantee and Indemnification Agreement between Xcel Associates, Inc. and The Yankee Companies, Inc. - ------- 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. AmeriNet Group.com, Inc Dated: June 15, 2000 /s/ Lawrence R. Van Etten --------------------------------- Lawrence R. Van Etten President Page 3 EX-10.51 2 0002.txt SUPERSEDER & SETTLEMENT AGREEMENT Superseder & Settlement Agreement This Superseder & Settlement 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); and Xcel Associates, Inc.., a New Jersey corporation ("Xcel"); ( AmeriNet and Xcel being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: Whereas, AmeriNet entered into a warrant agreement with Xcel dated September 7, 1999, wherein Xcel was granted a warrant to purchase up to 1,000,000 shares of AmeriNet common stock at $0.75 per share (the "Warrant Agreement"), which required AmeriNet to file a registration statement registering the underlying shares (the "Registration Statement") with the Securities Exchange Commission; and. Whereas, AmeriNet did not file Such Registration Statement due to the continually changing disclosure required; and Whereas, the Parties had further dealings wherein Xcel was to be granted additional warrant rights to purchase up to 1,000,000 shares of AmeriNet's common stock at $1.25 per share; and, Whereas, Xcel has agreed to forego any such additional warrant rights; and, Whereas, pursuant to a Loan Guaranty and Indemnification Agreement dated September 30, 1999, Xcel loaned $75,000 to American Internet Technical Center, Inc. ("AITC"), then the sole AmeriNet subsidiary, which loan was secured by a pledge of 35,000 shares of AmeriNet common stock by The Yankee Companies ("Yankees") for which Yankees was compensated by AmeriNet; and, Whereas, AITC defaulted in repaying the loan to Xcel and Xcel was issued the 35,000 shares of AmeriNet stock pledged to it by Yankees; and , Whereas, AmeriNet has agreed to repay the $75,000 loan to Xcel and Xcel has agreed to return the 35,000 shares to AmeriNet; and, Whereas, the Parties wish to resolve any other outstanding obligations arising from the aforementioned dealings, 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: Page 4 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. 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 Page 5 (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) Securities Act: The Securities Act of 1933, as amended. Article II Settlement Agreement (A) Xcel hereby irrevocably agrees to release AmeriNet from its obligation under the Warrant Agreement to file a Registration Statement with the Commission. (B) Xcel further irrevocably agrees to forego any rights it may have eventually had to purchase 1,000,000 shares of common stock at $1.25 per share. (C) In consideration for Xcel's release of AmeriNet as detailed in the preceding paragraphs (A) and (B), AmeriNet agrees to issue 200,000 restricted shares of its common stock to Xcel on or before June 15, 2000. (D) AmeriNet further agrees to pay to Xcel the sum of $75,000 on or before June 15, 2000 as repayment for Xcel's loan to AITC and Xcel agrees to return 35,000 shares of AmeriNet stock to AmeriNet, which shares Xcel received from Yankees upon AITC's default in repaying the loan. (E) As a material inducement to AmeriNet's consideration of agreeing to issue restricted stock to Xcel as stated in paragraph (C), Xcel represents, warrants and covenants to AmeriNet, as follows: (1) Xcel 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 its advisors or representatives, if any, such knowledge and experience in financial matters that. Xcel 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) Xcel acknowledges that it has, based on its 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 it in particular; (3) (a) Xcel understands that the offer and issuance of the AmeriNet Stock is being made in reliance on Xcel's representation that it has reviewed all of AmeriNet's reports filed with the Commission during the past 12 months and posted on the Commission's Internet 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) Xcel is fully aware of the material risks associated with becoming an investor in AmeriNet and confirms that it was previously informed that all documents, records and books pertaining to this investment have been available from AmeriNet and that all documents, records and books pertaining to this transaction requested by her have been made available to her; Page 6 (4) Xcel 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) Xcel 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) Xcel has represented to Xcel that it has the general ability to bear the risks of the subject transaction and that Xcel is a suitable investor for a private offering and Xcel hereby affirms the correctness of such information to AmeriNet. (7) Xcel 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 Xcel or to realization of capital gains by Xcel 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 Xcel may have to hold such common stock and may not be able to liquidate, pledge, hypothecate, assign or transfer it; (8) Xcel has obtained its own opinion from its 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 Xcel in conjunction with this Agreement and the issuance of the AmeriNet Stock in conjunction therewith; 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 Xcel 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." Article III Superseder (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet and Xcel and its affiliate, including, but not limited to, the Warrant Agreement, 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, AmeriNet and Xcel 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. Page 7 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: (1) To AmeriNet: AmeriNet Group.com, Inc. Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Attention: Larry Van Etten, Interim President Telephone (561) 998-3435, Fax (561) 998-4635 AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Attention, George Franjola, General Counsel Telephone (352) 694-6661, Fax (352) 694-1325 (2) Xcel Xcel Associates, Inc.. 224 Middle Road, 2nd floor, Hazlet, New Jersey 07730 Attention: Edward T. Whelan, President Telephone (732) 264-3433, Fax (732) 264-5327 Page 8 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. 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 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). Page 9 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: (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 Xcel. (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 Xcel. (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. Page 10 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. In Witness Whereof, AmeriNet and Xcel 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/ Larry Van Etten /s/ ____________________________ Larry Van Etten, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey ____________________________ Vanessa H. Lindsey, Secretary Dated: May 31, 2000 State of Florida } County of Palm Beach } ss.: On this 31 day of May, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Larry Van Etten 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 21 day of April, 2004. /s/ Charles Scimeca {Seal} -------------------------------- Notary Public Page 11 Xcel Associates, Inc. _________________________________ (a New Jersey corporation) _________________________________ By: /s/ Edward T. Whelan _____________________________ Edward T. Whelan, President (Corporate Seal) Attest: /s/ Edward J. Meyer, Jr. _____________________________ Edward J. Meyer, Jr. Secretary Dated: May 30, 2000 State of New Jersey } County of Monmouth } ss.: On this 30th day of May, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Edward T. Whelan and Edward J. Meyer, Jr., to me known, and known to me to be the president and secretary of Xcel Associates, 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 Xcel Associates, 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 30th day of May, 2000. (Seal) /s/ Joseph P. Pasqualetto ---------------------------- Attorney at Law of N.J. Page 12 EX-10.52 3 0003.txt LOAN GUARANTEE & INDEMNITY AGREEMENT Loan Guarantee & Indemnity Agreement This loan guarantee and indemnity agreement (the "Agreement"), is entered into by and among American Internet Technical Center, a Florida corporation with an office address at 440 East Sample Road, Suite 208; Pompano Beach, Florida 33063 ("American Internet"); AmeriNet Group.com, inc., a Delaware corporation with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended formerly operating as Equity Growth Systems, inc. ("AmeriNet" and the "Exchange Act," respectively); and, The Yankee Companies, Inc., a Florida corporation ("Yankees") Preamble: WHEREAS, American Internet is a wholly owned subsidiary of AmeriNet and requires unexpected interim capital; and WHEREAS, Xcel Associates, inc., a New Jersey corporation is willing to provide such capital (the "Xcel Loan") on the condition that it receives 15,000 shares of AmeriNet common stock as compensation in lieu of interest and the Yankees pledge 35,000 shares of AmeriNet common stock that it has held since on or about December of 1998 (the "Yankee Stock"), as a guarantee of American Internet's repayment of the Xcel Loan; and WHEREAS, Yankees is willing to pledge the Yankee Stock, provided that American Internet and AmeriNet, jointly and severally, agree to guarantee that American Internet will fully comply with all aspects of the Xcel Loan, and guarantee to Yankees the timely return of the Yankee Stock, and compensate Yankees for its use as collateral; and WHEREAS, American Internet and AmeriNet are agreeable to Yankees requirements: NOW THEREFORE, in consideration for the mutual covenants hereinafter set forth, the sum of ten dollars and other good and valuable consideration, the receipt and adequacy of which is hereby irrevocably acknowledged, American Internet, AmeriNet and Yankees (being hereinafter sometimes collectively referred to as the "Parties" or generically as a "Party"), intending to be legally bound, hereby agree as follows: Page 13 Witnesseth: First: Annexed hereto and made a part hereof as exhibits 1-A and 1-B are the form of promissory note and the pledge agreement that Xcel has required American Internet and Yankees, respectively, to execute in conjunction with the Xcel Loan (the "Note" and the "Pledge Agreement," respectively). Second: Yankees hereby agrees to enter into the Pledge Agreement predicated on the covenants of American Internet and AmeriNet hereinafter set forth, as an accommodation to American Internet and AmeriNet outside the scope of its duties under its consulting agreement dated on or about November 24, 1998, with AmeriNet, then known as Equity Growth Systems, inc. (the "Consulting Agreement") . Third: As compensation for its agreement to pledge the Yankee Stock, AmeriNet hereby irrevocably agrees to pay to Yankees a sum equal to the closing offer price of AmeriNet's common stock on the date of the Xcel Loan multiplied by 1/10th the number of shares of AmeriNet common stock that Yankees is required to pledge to Xcel pursuant to the Pledge Agreement, or any amendments or supplements thereof (representing 10% of the value of the transaction). Fourth: American Internet and AmeriNet, jointly and severally, hereby irrevocably covenant and agree to indemnify Yankees in the event that the pledged collateral is retained by Xcel as a result of American Internet's failure to comply with its obligations under the Xcel Loan or for any other reason, indemnification to be at the election of Yankees either in securities of AmeriNet selected by Yankees, based on Yankees' rights to a 50% discount under the Consulting Agreement with AmeriNet, or in cash based on the greatest value attained by the Yankees Stock during the interim between its pledge to Xcel and the loss thereof to Xcel or its successors in interest. Fifth: The obligation of American Internet to pay the Xcel Loan shall be deemed by the Parties, for purposes of their obligations under this Agreement but not under the Note or the Pledge Agreement, to accelerate and mature, without notice or demand, concurrently with the exercise by Xcel of a currently outstanding warrant to purchase up to 1,000,000 shares of AmeriNet's common stock, as reflected in the copy of the warrant agreement annexed hereto and made a part hereof as exhibit 2 (the "Warrant"), to the extent of 100% of the proceeds from such exercise, until the Xcel Loan is paid in full. Sixth: American Internet hereby represents, warrants and covenants that: Page 14 (a) The proceeds being provided by Xcel to AmeriNet for the benefit of American Internet concurrently with the execution hereof shall be used solely for the purposes set forth in exhibit 3(a) annexed hereto and made a part hereof (the "Use of Proceeds"), unless otherwise consented to in writing by AmeriNet and Yankees; (b) All acts, conditions and things (including, without limitation, the making of any required filings, recordings or registrations) required to be done or performed and to have happened pursuant to the Xcel Loan have been done and performed or will immediately be done and performed; (c) All corporate, and legal proceedings and all documents and instruments in connection with the authorization of the Xcel Loan and the related note, and all related instruments and ancillary documentation thereto will be delivered to Xcel and its legal counsel immediately following their execution and Xcel will be immediately provided with all information and copies of all other related documents and instruments, including records of corporate proceedings, which Xcel and its legal counsel may reasonably have requested in connection therewith, such documents and instruments, where appropriate, to be certified by proper corporate, or governmental authorities; (d) As of the date of the Xcel Loan it is not insolvent within the meaning of applicable state and federal law; (e) It is a corporation duly organized and validly existing in good standing under the laws of the State of Florida and that it has full power and authority to enter into the Xcel Loan, respectively, and to consummate the transactions contemplated hereby and thereby. Seventh: Yankees hereby represents and warrants to Xcel, that: (a) The granting of the security interest to Xcel provided for herein have been duly authorized by all necessary corporate action and hereby and thereby constitute legal, valid and binding obligations of Yankees, enforceable in accordance with their respective terms; (b) The making and performance by Yankees of the obligations pertaining to the Collateral undertaken under the Xcel Loan, and any related documents and the transactions contemplated hereby and thereby do not contravene any provisions of law applicable to it and do not conflict or are not inconsistent with, and will not result (with or without the giving of notice or both) in a breach of or constitute a default or require any consent under, or result in the creation of any lien, charge or encumbrance upon the collateral pursuant to the terms of any credit agreement, indenture, mortgage, purchase agreement, deed of trust, security agreement, lease guarantee or other instrument to which it is a party or by which it may be bound or to which its properties may be subject; Page 15 (c) Yankees has good, valid and marketable title to the collateral free and clear of all liens, claims and encumbrances; and (d) Yankees has not entered into any understanding or agreement, (oral or in writing) relating to the transactions contemplated herein, or any other transactions contemplated or per mitted by the Xcel Loan with any person or entity which understanding, agreement or other writing would affect the collateral in any manner whatsoever or any of the rights or interests of Xcel with respect thereto. Eighth: The Parties hereby acknowledge that Xcel is aware that neither the Collateral or the common stock being issued in lieu of interest have been registered under the Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state, but rather, that the collateral is being pledged and the common stock in lieu of interest is being issued in reliance on the exemptions from registration requirements, specifically, the collateral is being pledged in reliance on the exemption provided by Sections 4(1) and 4(2) of the Securities Act (known in the securities industry as the 4 (1 1/2) exemption), the stock in lieu of interest is being issued in reliance on the exemption provided by Section 4(6) of the Securities Act, and both are relying on comparable exemptions under state Blue Sky Laws, including Section 517.061(11), Florida Statutes, and Section 49:3-50 of the New Jersey Uniform Securities Act (1997); and that, consequently: (a) The securities being pledged or issued under to Xcel will bear legends restricting their transfer, sale, conveyance or hypothecation unless such Securities are either registered under the provisions of Section 5 of the Act and under applicable state law or an opinion of legal counsel, in form and substance satisfactory to legal counsel to AmeriNet is provided to AmeriNet's General Counsel to the effect that such registration is not required as a result of applicable exemptions therefrom; (b) The parties acknowledges that the Collateral will qualify under the "pledge" provisions of Commission Rule 144 as to tacking of Yankees' holding period therefor, which began on or about December 8, 1998, and Xcel has acknowledged that the Securities being issued by AmeriNet in lieu of interest will require a holding period of one year from the date that the proceeds are provided by Xcel; (c) AmeriNet's transfer has been instructed not to transfer any of the foregoing securities unless the General Counsel for AmeriNet advises it that such transfer is in compliance with all applicable laws; (d) The collateral involves a bona fide pledge, with the expectation by Xcel that all payments required under the Xcel Loan will be made, and that the collateral will thereafter remain the property of Yankees; Page 16 (e) Xcel is acquiring the AmeriNet common stock issued in lieu of interest for its own account, for investment purposes only, and not with a view to further sale or distribution; and (f) Xcel or its advisors have previously examined AmeriNet's books and records and questioned its officers and directors as to such matters involving AmeriNet as they deemed appropriate. (g) No advertising or general solicitation of any kind was used in the Xcel transaction, it being limited to one Offeree. (h) Xcel has tendering the net sum of $75,000, in cleared United States Dollars, to the order of AmeriNet, for the benefit of American Internet, prior to the execution of the Xcel Loan, and such funds were retained in an account controlled by AmeriNet until it was advised by Xcel that such proceeds could be released; (i) Payment of principal, interest and other sums due or to become due with respect to the Xcel Loan are to be made at the office of principal executive offices of Xcel, in Hazlet, New Jersey, or such other place as Xcel and Yankees shall agree upon and designate to American Internet in writing, in lawful money of the United States of America in immediately available funds. (j) American Internet or AmeriNet, shall pay or cause to be paid, in addition to all other amounts payable hereunder actual expenditures, including reasonable attorney's fees, for proceedings to collect the Xcel Loan or to enforce, preserve and protect the collateral (as such term is defined herein) and the rights and interest of Xcel therein. (k) American Internet, AmeriNet and Yankees hereby agree to execute and deliver to Xcel, or cause to be executed and delivered to Xcel, such further instruments and documents as may be reasonably requested by Xcel to carry out fully the intent and accomplish the purposes of the Xcel Loan and the transactions referred to herein and therein, and to protect and maintain the first priority security interest of Xcel in and to the collateral. Ninth: Miscellaneous provisions: (a) Notices. All notices, requests and demands to or upon any party hereto shall be deemed to have been duly given or made when deposited in the United States mail, first class postage prepaid, addressed to such party at such address as may be hereafter designated in writing by such party to the other Party hereto. Page 17 (1) Notices to Xcel shall be made at the address set forth in the initial paragraph of the Xcel Loan, in each case with copies to Yankees and AmeriNet; (2) Notices to American Internet shall be provided to the following address, in each case with copies to AmeriNet and Yankees: American Internet Technical Center, Inc.; 440 East Sample Road; Pompano Beach, Florida 33056; Attention: J. Bruce Gleason, President; Telephone (954) 943-4748; Fax (954) 943-4046; e- mail aitc2@bellsouth.net; (3) Notices to Yankees shall be provided to the following addresses, confirmed on the date sent by fax and e-mal: The Yankee Companies, Inc.; 902 Clint Moore Road, Suite 136; Boca Raton, Florida 33487; Attention: Leonard Miles Tucker, President; Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; with a copy to 1941 Southeast 51st Terrace; Ocala, Florida 34471; Attention, Vanessa H. Lindsey, Chief Administrative Officer; Telephone (352) 694-9179; Fax (352) 694-1325; and e-mail wacalvo3@atlantic.net; and (4) Notices to AmeriNet shall be provided to the following addresses, confirmed on the date sent by fax and e-mal, and with copies to Yankees: AmeriNet Group.com, Inc.; 902 Clint Moore Road, Suite 136; Boca Raton, Florida 33487; Attention: Michael Harris Jordan, President; Telephone (561) 998-3435, Fax (561) 998- 3425; and, e-mail carrington@flinet.com; with a copy to G. Richard Chamberlin, Esquire; General Counsel; AmeriNet Group.com, Inc.; 4950 South Highway 441; Summerfield, Florida 34491; Telephone (352) 694-6714, Fax (352) 694- 9178; and, e-mail, GrichardCh@aol.com. ------------------ (b) Amendments. This Agreement may not be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of a change, waiver, discharge or termination is sought. (c) Headings. The headings of the Sections and Paragraphs are for convenience only, are not part of this Agreement and shall not be deemed to effect the meaning or construction of any of the provisions hereof. (d) Successors or Assigns. (1) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Page 18 (2) The obligations of AmeriNet to Yankees shall be binding upon and inure to the benefit of Yankees and its respective successors and assigns. (e) Construction. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware. (f) 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 affected thereby. (g) 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. (h) Jurisdiction. (1) American Internet and AmeriNet hereby irrevocably consent and agree that any legal action, suit or proceeding arising out of or in any way related to this Agreement or the transactions contemplated hereby, shall be instituted or brought in a forum, either legal or arbitral, in Broward County, Florida, and by execution and delivery of this Agreement, they hereby irrevocably accept and submit to, for themselves and in respect of their property, generally and unconditionally, the non-exclusive jurisdiction of any such tribunal, and to all proceedings in such tribunal. (2) American Internet and AmeriNet irrevocably consent to service of any summons and/or legal process by registered or certified United States air mail, postage prepaid, to Maker at the address set forth in any filing with the Florida Department of State or the Commission, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. (3) Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law or limit the right of Yankees to bring actions, suits or proceedings in the courts or tribunals of any other jurisdiction. Page 19 (4) American Internet and AmeriNet further agree that final judgment against them in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of American Internet's or AmeriNet's liability. (i) License. 7-A This form of Agreement is the property of Yankees. 7-B The use hereof by the parties executing this Agreement in their several capacities is authorized hereby solely for purposes of this transaction and, the use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. 7-C This Agreement shall not be construed more or less stringently against any signatory thereto or any other person based on its authorship. 7-D Each signatory to this Agreement hereby acknowledges that Yankees: (a) Is not a law firm or otherwise legally regulated or licensed entity; (b) Has not provided anyone with advice concerning execution of this Agreement; (c) Has suggested that every person or legal entity executing this Agreement have it independently reviewed by their own advisors and legal counsel prior to its execution. (k) Exhibits The following exhibits are annexed to this Agreement, incorporated by reference and made a part thereof: Exhibit Description 1-A The Xcel Note 1-B) The Pledge Agreement 2 The Warrant 3(a) The Use of Proceeds Page 20 IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the 30th day of September, 1999. Signed, Sealed & Delivered In Our Presence: American Internet Technical Center, Inc. - ------------------------ ________________________ By: /s/ J. Bruce Gleason ________________________ J. Bruce Gleason, President {CORPORATE SEAL} Attest:/s/ Michael D. Umile ________________________ Michael D. Umile, Secretary AmeriNet Group.com, Inc. - ------------------------ ________________________ By: /s/ Michael H. Jordan ________________________ Michael Harris Jordan President {CORPORATE SEAL} Attest: /s/ G. Richard Chamberlin ________________________ G. Richard Chamberlin, Esquire Secretary The Yankee Companies, Inc. - ------------------------ ________________________ By: /s/ Leonard Miles Tucker ________________________ Leonard Miles Tucker President {CORPORATE SEAL} Attest: /s/William A. Calvo, III ________________________ William A. Calvo, III Page 21 Exhibits 1-A, 1-B and 2 The Xcel Note, the Yankees Pledge and the Warrant Agreement Included in separate instrument provided to each signatory, the receipt of which is acknowledged, through initialing of this page. Exhibit 3(a) Use of Proceeds 1. Development of Tutor-to-Go Interactive Internet Program: $15,000 2. Equipment for T-1 Line $ 3,000 3. Salaries & Wages $ 4,000 4. Marketing, Advertising & Promotions $10,000 5. Auditors $ 8,000 6. Atlanta Trade Show $ 5,000 7. Leasehold improvements $ 5,000 8. Accounts Payable $ 7,000 9. AmeriNet stock in lieu of interest partial credit $18,000 Total $75,000 Page 22 -----END PRIVACY-ENHANCED MESSAGE-----