-----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, SMyD5ebfuxokgqFfLANnd9IiLrC38D3mE15RoAzX3CMZqp/UfXKYRW9hqGJQB2Dx iN0Xa6b3kxTuD0NWZgWLJg== /in/edgar/work/0000050471-00-000018/0000050471-00-000018.txt : 20001121 0000050471-00-000018.hdr.sgml : 20001121 ACCESSION NUMBER: 0000050471-00-000018 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20001120 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: PRE 14C SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 773445 BUSINESS ADDRESS: STREET 1: CRYSTAL CORPORATE CNTR STREET 2: 2500 N MILITARY TRAIL - STE 225C 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 PRE 14C 1 0001.txt INFORMATION STATEMENT United States Securities And Exchange Commission Washington, D.C. 20549 Schedule 14C Information Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only [as permitted by Rule 14c-5(d)(2)] [x] Definitive Information Statement AmeriNet Group.com, Inc. (Name of Registrant As Specified In Its Charter) Payment of Filing Fee (Check the appropriate box): [x] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 . (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Information Statement Page 1 Amerinet Group.com, Inc. A publicly held Delaware corporation Notice of Annual Meeting of Stockholders to be Held December 22, 2000 Notice is hereby given that the annual meeting of stockholders of AmeriNet Group.com, Inc., a Delaware corporation (the "Annual Meeting of Stockholders" and "our company," respectively) will be held at the Ocala Hilton located at 3600 Southwest 36th Avenue; Ocala, Florida 34474 at 1:00 p.m., on Friday, December 22, 2000, Eastern Standard Time, for the following purposes: * To elect up to eleven directors to hold office until the next annual meeting of our company's stockholders and until their respective successors have been duly elected and qualified; * To ratify the appointment of independent accountants; * To approve compensation for officers, directors and employees of our company and its subsidiaries pursuant to a plan providing for the issuance of non-qualified stock options or incentive stock options; and * To transact any other business that may properly come before the Annual Meeting of Stockholders. We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy Admittance to the Annual Meeting of Stockholders will be limited to stockholders eligible to vote or their authorized representatives, as determined based on our company's stock transfer records at the close of business on November 15, 2000. Beneficial owners holding shares through an intermediary such as a bank or broker will be admitted upon proof of ownership. This Information Statement is first being mailed to our company's stockholders on or about November 22, 2000. Stockholders requiring directions can obtain them by contacting our company at its main telephone number. By order of the board of directors Dated: November 22, 2000 /s/ Vanessa H. Lindsey Vanessa H. Lindsey Secretary Crystal Corporate Center 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-3435 Fax (561) 998-4635 E-mail webmaster@amerinetgroup.com Information Statement Page 2 INFORMATION STATEMENT This Information Statement is being mailed, beginning November 22, 2000, to owners of shares of our company's common stock in connection with the 2000 Annual Meeting of Stockholders. The Date of this Information Statement is November 22, 2000. We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy CONTENTS Item Page - ---- ---- Available Information 3 Caveat Pertaining to Forward Looking Statements 4 Contents 3 Date, Time and Place of Meeting 4 Voting Procedures 4 Description of Business 5 Description of Property 5 Legal Proceedings 5 Market for Common Equity and Related Stockholder Matters 5 Management's Discussion and Analysis or Plan of Operation 5 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 6 Audit Committee Report 6 Financial Statements 6 Board of Directors 6 Executive Compensation 6 Certain Relationships and Related Transactions 6 Compliance with Section 16(a) of the Exchange Act 7 Election of Directors 7 Ratification of Appointment of Independent Accountants 11 Plans of Compensation 11 Interest of Certain Persons In or Opposition to Matters to be Acted Upon 13 Submission of Stockholder Proposals and Director Nominations 13 Other Business 13 AVAILABLE INFORMATION The public may read and copy any materials filed by our company with the Commission at the Commission's Public Reference Room at 450 Fifth Street, Northwest, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding our company and other issuers that file reports electronically with the Commission, at http://www.sec.gov. Our company maintains a web site at http://www.amerinetgroup.com. Any stockholder entitled to vote at the Annual Meeting of Stockholders may obtain copies of our company's report on Form 10-KSB for the fiscal year ended June 30, 2000 (without exhibits) at no cost by writing to AmeriNet Group.com, Inc., Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431, attention Charles J. Scimeca, corporate information officer. Exhibits will be provided if specifically required, subject to payment of the actual reasonable costs of copying, handling and transportation. AmeriNet Group.com, Inc. Crystal Corporate Center 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-3435, Fax (561) 998-4635;E-mail webmaster@amerinetgroup.com Information Statement Page 3 CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS The Private Securities Litigation 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 company is detailed from time to time in the company's reports filed with the Commission. This report contains "forward looking statements" relating to our company's current expectations and beliefs. These include statements concerning operations, performance, financial condition and anticipated growth. For this purpose, any statements contained in this Information Statement 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 our company's control. Should one or more of these risks or uncertainties materialize or should our company's underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward looking statements. 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. 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. DATE, TIME AND PLACE OF MEETING Our Annual Meeting of Stockholders will be held at the Ocala Hilton Hotel located at 3600 southwest 36th Avenue; Ocala, Florida 34474 at 1:00 p.m., on Friday, December 22, 2000, Eastern Standard Time. Our company's principal executive offices are located at Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431. Its main telephone number is (561) 998-3435 and its main fax number is (561) 998-4635. Our company's e-mail address is webmaster@amerinetgroup.com. Stockholders requiring directions can obtain them by contacting our company at its main telephone number. VOTING PROCEDURES We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy Your shares can only be voted at the Annual Meeting of Stockholders if you are present or represented by proxy. You may revoke any proxies granted at any time before it is voted, by written notice to the Corporate Secretary, by submission of a proxy bearing a later date, or by casting a ballot at the Annual Meeting of Stockholders. Who Can Vote? Stockholders as of the close of business on November 15, 2000 are entitled to vote. On that day, approximately 12,465,172 shares of common stock will be outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the Annual Meeting of Stockholders. A list of stockholders eligible to vote will be available at our company's offices located at the Crystal Corporate Center; 2500 Military Trail, Suite 225-C; Boca Raton, Florida 33431, beginning November 22, 2000. Stockholders may examine this list during normal business hours for any purpose relating to the Annual Meeting of Stockholders. How Do I Vote? By attending the Annual Meeting of Stockholders and voting in person, or granting a properly executed proxy to a third party. If you hold your shares through a broker, bank or other nominee, you will receive separate instructions from the nominee describing how to vote your shares. We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy. Information Statement Page 4 How Are Votes Counted? The Annual Meeting of Stockholders will be held if a quorum, consisting of a majority of the outstanding shares of common stock entitled to vote, is represented. Broker non-votes, votes withheld and abstentions will be counted for purposes of determining whether a quorum has been reached. "Broker non-votes" occur when nominees, such as banks and brokers, holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners by ten days before the Annual Meeting of Stockholders. In this event, the nominees may vote those shares only on matters deemed routine by the NASD, such as the election of directors and ratification of the appointment of independent accountants. On non-routine matters, nominees cannot vote and there is a so-called "broker non-vote" on that matter. Because proposals must be approved by a majority of the votes cast, broker non-votes and abstentions have no effect on a proposal's outcome. Because directors are elected by a plurality of the votes cast, votes withheld from some or all nominees for director could have an effect on the outcome of the election. Who Will Count The Vote? Our company's secretary, Vanessa H. Lindsey, will tally and certify the vote. Is My Vote Confidential? The decision as to voting procedure will be determined by the stockholders at the Annual Meeting of Stockholders. DESCRIPTION OF BUSINESS As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, the description of our business is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. DESCRIPTION OF PROPERTY As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, the description of our property is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. LEGAL PROCEEDINGS As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, the description of our legal proceedings is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, our description of the market for our common equity and related stockholder matters is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, our management discussion and analysis and plan of operation is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. Information Statement Page 5 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, our discussion of changes in and disagreements with accountants on accounting and financial disclosure is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. AUDIT COMMITTEE REPORT The members of our audit committee have jointly provided our board of directors with a letter stating that they have reviewed the company's audited financial statements with management, discussed with the independent auditors the matters required to be discussed by SAS 61, as modified or supplemented, have received the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard Number One and have discussed with the independent accountants the independent accountant's independence. Based upon this review and the discussions referred to above the audit committee has recommended to our board of directors that the audited financial statements be included in the our Annual Report to Stockholders and ratified its inclusion in the Form 10-KSB for the year ended June 30, 2000 year filed with the Commission. FINANCIAL STATEMENTS Our most current financial statements have been filed with the Commission as part of our report on Form 10- QSB for the quarter ending September 30, 2000. Our audited financial statements for our fiscal year end (June 30, 2000) and most current unaudited financials (for the fiscal quarter ended September 30, 2000) are also included in our Annual Report to Stockholders which is enclosed with this Information Statement. EXECUTIVE OFFICERS AND DIRECTORS As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, the information pertaining to our executive officers and directors is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. EXECUTIVE COMPENSATION As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, the information pertaining to executive compensation is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. BOARD OF DIRECTORS As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, the information pertaining to our board of directors is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, the information pertaining to our voting securities and principal holders thereof is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, the information pertaining to certain relationships and related transactions is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. Information Statement Page 6 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING As permitted by Rule 12b-23 promulgated by the Commission under authority of the Exchange Act, the information pertaining to certain relationships and related transactions is incorporated by reference from our Annual Report to Stockholders, a copy of which is enclosed with this Information Statement. ELECTION OF DIRECTORS Under the terms of our company's bylaws, its board of directors currently consists of ten members, one designated by the former stockholders of Wriwebs.com, Inc., a Florida corporation, acquired by our company on November 11, 1999. The eight nominees named on the following pages have been recommended to the board of directors by the Yankee Companies, Inc., a Florida corporation that serves as our company's strategic consultant. They include: * Seven of the ten current directors who have been re-nominated by the board of directors to serve as directors for an additional one-year term (Messrs. Saul B. Lipson, Michael A. Caputa and Michael Jordan have not been re-nominated); * Mr. Cantley has been nominated as Audit Committee Chairman; and * Douglas L. Wilson, Esquire, who was recently engaged as our company's general counsel, who has been recruited as an independent director qualified to chair the audit committee of our company's board of directors. Each nominee has consented to stand for election and has executed an agreement to serve as a member of our board of directors , if elected (a form of which is included as an exhibit to this Information Statement"), delineating his or her anticipated responsibilities and in certain cases, anticipated compensation (based on the proposed plan to be submitted to the stockholders at the Annual Meeting of Stockholders). Consequently, the board of directors does not anticipate that any nominee will be unavailable to serve. In the event that one or more of the nominees should become unavailable to serve at the time of the Annual Meeting of Stockholders, the stockholders may either elect less than eleven directors or elect other currently unknown persons properly nominated at the meeting. The designation of substitute nominees by the board of directors is authorized in our company's Bylaws for the 2000 Annual Meeting of Stockholders. If no substitute nominee(s) are designated, the size of the board of directors will be reduced. Director elections are determined by a plurality of the votes cast. Director Nominees The following biographies provide a brief description of each nominee's principal occupation, business experience, age and directorships held in other public corporations as of November 15, 2000. Edward Carl Dmytryk, Director Mr. Dmytryk, age 54, serves as a member of our company's board of directors and as a member of its audit committee. He graduated summa cum laude from The Citadel, the Military College of South Carolina, in 1968 with a bachelor of science degree in business administration. From 1968 until 1973, Mr. Dmytryk served in the United States Air Force as a fighter and instructor pilot, attaining the rank of captain (regular United States Air Force). From 1973 until 1975, he served as a sales manager for Wulfsberg Electronics, Inc., a national avionics firm specializing in airborne radio telephone systems and headquartered in Overland Park, Kansas. From 1976 until 1981, he served as a regional sales manager for Polaroid Corporation a multi faceted imaging company headquartered in Cambridge, Massachusetts. From 1981 until 1985, he served as vice president of sales for West Chemical, Inc., a company involved in the manufacture of animal health feed additives, pharmaceutical products, iodophor concentrates and specialty chemicals, headquartered in Princeton, New Jersey. From 1985 until 1986, he served as vice president for sales and marketing at Animed, Inc., a veterinary products manufacturing company specializing in sales to veterinarians, headquartered in Roslyn, New York. From 1987 until 1988, he served as president of Mac's Snacks, Inc., the world's largest processor of pork rinds, headquartered in Grand Prairie, Texas. From 1988 until 1995, he served as the chief operating officer for Bollinger Industries, Inc., a fitness products manufacturer headquartered in Irvine, Texas. Since June of 1990, he has been the owner and chief executive officer of Benchmark Industries, Inc., a metal fabrications company headquartered in Fort Worth, Texas. Since September of 1999 Information Statement Page 7 he has served as the president of GNR Health Systems, Inc., a physical therapy products sales company located in Ocala, Florida. In addition, he currently serves as president and chief financial officer of Sohn, Inc., located in Roswell, Georgia, a company specializing in marketing, sales, and installing fitness products in the hospitality and apartment market (fitness centers in hotels, condominium complexes, and apartments through the United States.) Lawrence R. Van Etten, Acting president and chief operating officer. Mr. Van Etten, age 63,was elected as acting president and chief operating officer and a member of our Company's board of directors on May 22, 2000. Mr. Van Etten graduated from New York Military Academy, Cornwall On Hudson, New York in 1954;attended Gettysburg College, Gettysburg, Pennsylvania from 1954 -1956 and Marist College, Poughkeepsie, New York from 1981-1982 . He was employed by IBM from 1956, until 1987, where he held several senior management positions including Corporate Control Operations Manager, Corporate Scheduling Manager and Director of Logistics Special Processes. Since leaving IBM, Mr. Van Etten has served as an executive with several companies in the United States and Canada [Vice President - Remtec, Inc. Chambly, QC - Manufacturer of Refueling Vehicles 1987-1988; Vice President - The Enterprise Group - Clearwater Florida - Development Of New Business Opportunities 1993-1994; Vice President - International Digital Communications Systems, Inc. - Miami, FL - Telecommunications Sales - 1996-1998; President Techtel Communications, Inc., Pompano Beach, FL- CLEC Service Provider 1998 - 1999 ] and owned and managed his own consulting company [LVE & Associates - US & Canada - Several long term contracts with Toyada Gosei, Best Glove Canada, Remtec, Inc. Prestige Auto & Strategic health Development Corporation]. Much of his recent work experience has dealt with business management systems, materials management, management development, personal computer application software and the Internet. Since May 31, 2000, Mr. Van Etten has serves as a member of the board of directors of Colmena Corp., a publicly held Delaware corporation. David K. Cantley, Vice president, treasurer and chief financial officer. David K. Cantley, age 62, was elected as our company's vice president, treasurer and chief financial officer on February 17, 2000 and as a member of its board of directors effective July 1, 2000. Mr. Cantley graduated from Yale University in 1959. From 1959 through 1964, except for six months active duty with the Pennsylvania National Guard, he worked in his family's structural steel contracting business, Cantley & Co., Inc., Philadelphia, Pennsylvania. In 1965 he joined the Stouffer Corporation, headquartered in Cleveland, Ohio where he held various management positions from 1965 through 1974. In 1974 he returned to Philadelphia and rejoined the family business, Cantley & Co., Inc., where he served as vice-president until 1978. From 1978 to 1981 Mr. Cantley was employed as general manger of the Great Bay Resort & Country Club, Somers Point, New Jersey. In 1981 he joined Bally's Park Place Casino, Atlantic City, New Jersey where he was employed as dealer, floor man and pit boss until 1984. From 1984 to 1992 he served as vice- president of Hotel Properties, Inc., Somers Point, NJ, a private company in the hospitality real estate development, construction and management business. He served as president of Full House Resorts, Inc. (NASDAQ: FHRI) from its inception in 1992 to 1995. From 1995 to 1999, Mr. Cantley was associated with Nevada Gold & Casinos, Inc. (OTC Bulletin Board: UWIN) as project director and financial advisor. He remains an advisory director of Nevada Gold & Casinos. Mr. Cantley joined Trilogy International in July 1999 as its chief financial officer. Vanessa H. Lindsey, Director, secretary and chief administrative officer Vanessa H. Lindsey, age 29, was elected as our company's secretary on November 11, 1999 and as a member of our board of directors on April 6, 2000. From 1993 to 1995 she was employed by Accell Plumbing Systems, Inc., an Ohio corporation, as that company's office manager and bookkeeper. Since 1995 she has been employed by Diversified Corporate Consulting Group, L.L.C., a Delaware limited liability company, engaged in providing diversified consulting services and in filing EDGARized documents for clients with the Commission, as that company's chief administrative officer. Since 1996 she has been employed by the Southeast Companies, Inc., a Florida corporation, involved in the entertainment industry, in business and political consulting and as a licensed mortgage brokerage company, as its chief administrative officer and currently serves as its vice president and secretary. She is also the secretary and chief administrative officer for the Yankee Companies, Inc., which serves as our company's strategic consultant, and, for Southern Capital Group, Inc, a Florida retail finance corporation and licensed mortgage brokerage business. She currently holds the position of secretary of The Marion County Libertarian Party and was the Campaign Treasurer for the Cyndi Calvo for State Senate, District 8 Campaign. Since January of 1999, she has served as the secretary of Colmena Corp., a publicly held Delaware corporation and was elected as a member of its board of directors on January 3, 2000. Information Statement Page 8 Douglas L. Wilson, Esquire, Director nominee and general counsel Douglas L. Wilson, age 59, has served as our company s general counsel since November 3, 2000 and has been nominated by our board of directors for election as a director, at the annual meeting of stockholders. Mr. Wilson graduated from the University of Arkansas with a bachelor of arts degree in German literature in 1963. After graduation he entered the United States Air Force and served in the Spacetrack Command, stationed in Colorado Springs, Colorado attaining the rank of captain. In 1968, he returned to the University of Arkansas, where he received a law degree in 1970. From 1970 to 1972, Mr. Wilson served as a prosecutor in Benton County, Arkansas. From 1973 to1977, he served as a family court judge, Benton County, Arkansas and, from 1971 to 1977, he was a partner in Adams & Wilson, a law firm located in Rogers, Arkansas, practiced corporate and antitrust law. In 1974 he created a statutory information service for lawyers, ArkStat Service. In 1975, he founded Lawyers Microfilm, Inc., which sold all the decisions of the United States Supreme Court on microfiche. In 1977, he became the first executive director of Ozark Legal Services, a new legal aid program serving 14 counties in Northwest Arkansas. In 1982, Mr. Wilson moved to St. Thomas, Virgin Islands, and became volunteer legal counsel to the Virgin Islands Commission on the handicapped. In 1984, he moved to San Diego, California, and founded MacApplications, a computer applications service for lawyers. From 1985 to 1988, he was a mortgage banker in Santa Barbara, California, working with Guild Financial Express (1985), National Pacific Mortgage (1986), and Tower Financial Services (1987-88). Mr. Wilson moved to Florida in 1989 and from 1990 to 1994 he was a staff attorney for Florida Rural Legal Services, a large legal aid program based in Immokalee, Florida . In 1994, he founded The Wilson Law Firm which is located in Naples, Florida, specializing in employment law. In 1998, he founded ZapJury, Inc., an Internet service for lawyers which will provide case evaluations by mock juries. He is a member of the bars of Arkansas (1970), Florida (1992), the U.S. District Court for the Middle District of Florida (1992), the U.S. Court of Appeals for the Eleventh Circuit (1993), and the U.S. Supreme Court (1974). He has served on numerous boards of directors, including many nonprofit organizations. Since October of 2000, Mr. Wilson has served as general counsel to The Yankees Companies, Inc., and Colmena Corp. Pursuant to the terms of our company s consulting agreement with Yankees, our company is permitted to share the use of Yankees general counsel, subject to such counsel's superior obligations to Yankees in the event of a conflict of interests. G. Richard Chamberlin, Director G. Richard Chamberlin age 53, has since November 1998, served as a member of our company's board of directors and served as our company's general counsel until March 31, 2000. Until November 11, 1999, he also served as our company's secretary. From 1973 to 1974 he served as Trust Officer with Central Bank & Trust Company, Jonesboro, Georgia. Mr. Chamberlin is a practicing attorney and is a member of the Georgia Bar (since 1974), and the Florida Bar (since 1990). He is also a member of the Bars for the Federal District Court for the Northern District of Georgia (since 1974) and the Federal District Court for the Northern District of Florida (since 1995), the Court of Appeals for the State of Georgia (since 1974) and the Supreme Court for the State of Georgia (since 1974). Mr. Chamberlin is also a member of the Bar for the Eleventh District Court of Appeals (since 1982). He is a graduate of Eastern Military Academy, Huntington, New York (College Prep Diploma, 1964): The Citadel, The Military College of South Carolina (B.A., political science, 1968): and the University of Georgia School of Law (J.D., 1971). Mr. Chamberlin earned a Certificate from the American Bankers Association, National Trust School (1974). Mr. Chamberlin is a two term former member of the Georgia House of Representatives (1979-1983). In the State House, Mr. Chamberlin served on the Following committees: House Journal Committee, Natural Resources Committee, Special Judiciary Committee and Labor Committee. He is a former member of the Counsel for National Policy. He is the founder of the Georgia Roundtable, Inc., and served as President from 1981 to 1986.: He is the founder of the Georgia Heritage Foundation, and served as President from 1982 to 1986. He is the former Principal of Soul's Harbor Christian Academy, Belleview, Florida (1990-1992). Mr. Chamberlin served as national music chairman for the Religious Roundtable, Inc., at the premier event known as the 1992 National Affairs Briefing in Dallas, Texas wherein President George Bush was the keynote speaker. Mr. Chamberlin has received Resolutions of Commendation from the House of Representatives for the Commonwealth of Kentucky (1985) and from the House of representatives for the State of Georgia (1982). Mr. Chamberlin is former president and director for Atrieties Development Company, Inc., a publicly held corporation involved in the real estate industry (1986 through 1987), and has held licenses as a real estate agent, (Georgia and Florida). He served as President of the Citadel Club of Central Florida, Inc.(1999) Mr. Chamberlin also serves as President of Southern Capital Group, Inc., a Florida corporation, ("SCG") with offices in Ocala, Florida. SCG was Information Statement Page 9 founded in 1999 to consolidate pre existing business lines in the automotive and mortgage business. Mr. Chamberlin is also president and sole director of and majority stockholder in Sports Collectible Exchange, Inc., a Florida corporation, ("SCE"). SCE was founded in 1999 specializing in the sale and distribution of minor league baseball collectibles. Mr. Chamberlin has agreed to serve another term as a member of our company's board of directors, if elected by the stockholders. Anthony Q. Joffe, Director Anthony Q. Joffe, age 58, has served as a member of our company's board of directors since November, 1998. He also serves on its audit and executive committees. Mr. Joffe holds a degree in Aeronautical Engineering Management from Boston University, Boston, Massachusetts. Subsequent to his graduation, Mr. Joffe was employed as the Quality Control Manager for Cognitronics Corporation, a computer manufacturer, where he was responsible for overseeing the United States Air Force compliance testing program as well as normal day-to-day management. In 1967, Mr. Joffe was employed by General Electric as a production engineer in the insulating materials field. In 1970, Mr. Joffe was employed by King's Electronics, a RF coaxial connector manufacturer, where he was responsible for major accounts and guided the field sales force. In 1973, Mr. Joffe was one of the founders and vice-president of J.S. Love Associates, Inc., a commodity brokerage house no longer in operation (then headquartered in New York City). In 1976, Mr. Joffe formed and served as President and Chief Operating Officer of London Futures, Ltd., a commodity broker with 275 employees in nine offices. London Futures, Ltd. was closed in 1979 and Mr. Joffe moved to Florida. From 1979 until 1986, Mr. Joffe was vice president of Gramco Holdings, Inc. (and its predecessor companies), a firm which owned and operated a variety of companies. These companies included five cemeteries and funeral homes in Broward County, Florida, a 33 acre marina, a general contracting company, a boat title insurance underwriting firm, three restaurants, a real estate brokerage company, a mortgage brokerage company and a leasing company. His responsibilities involved supervision of the day-to-day operations and new business development. From 1986 to 1991, Mr. Joffe served as consultant and/or principal to a variety of small businesses in the South Florida area. In 1989 Mr. Joffe became President of Windy City Capital Corp., a small publicly traded, reported company that was originally formed as a "blind pool" for the express purpose of finding an acquisition candidate. Eventually, a reverse merger was consummated with a computer software company from Pennsylvania. Mr. Joffe then took the position of President of Rare Earth Metals, Inc. (and its predecessor companies), a small publicly traded company which has purchased Spinecare, Inc., a medical clinic in New York. Spinecare changed its name to Americare Health Group and relocated its state domicile to Delaware. Since March of 1993, Mr. Joffe has performed consulting services for First Commodities, Inc., an Atlanta based commodities firm, and has been involved in fund raising for the Multiple Sclerosis Foundation. He also assisted Digital Interactive Associates and IVDS Partnership with financial affairs in conjunction with their successful bid to the Federal Communications Commission for licenses in the cities of Atlanta, Georgia, Minneapolis/St. Paul, Minnesota, and Kansas City, Missouri. Mr. Joffe served as the interim president of Madison Sports & Entertainment Group, Inc., a publicly held Utah corporation then headquartered in Fort Lauderdale, Florida, from September 1, 1994, until February 16, 1996, at which time he became its vice president and vice chairman, chief operating officer, treasurer and chief financial officer until he resigned in 1996. Since 1996, he has founded a boat financing company and joined NorthStar Capital ("NorthStar") as Managing Director. NorthStar is an investment banking firm with offices in Stamford, Connecticut and Boca Raton, Florida which specializes in assisting small to mid size private and publicly traded companies with business and financial planning; acquisition and divestiture: financial public relations and market position advice: and, treasury services. In January 1999, Mr. Joffe was elected to serve as a member of the board of directors of Colmena Corp, a publicly held Delaware corporation, involved in the telecommunications industry. In March of 1999, Mr. Joffe was elected as chairman of the board of directors and in May of 1999, he was elected as the president of Colmena Corp. J. Bruce Gleason, Director Mr. Gleason, age 56, was elected to our company's board of directors, effective as of July 1, 1999, concurrently with the acquisition of American Internet on June 25, 1999. He co-founded American Internet with Michael D. Umile in 1998 and served on the board of directors of American Internet and as its president, chief executive officer and chief financial officer until its merger with WRI. He has a diverse business background with over 30 years experience in sales, marketing and finance. In 1972 Mr. Gleason received a certified general accounting designation from the Certified General Accountants Association located in Ontario Canada. From 1972 until 1974 he was employed by Crawford, Smith & Swallo, a public accounting firm located in Toronto, Canada. In 1973 he founded Photo Shack, Inc., an Ontario corporation which owned and operated a chain of seventy, 24 hour film processing kiosks in Canada which he sold in 1976. In 1982, he founded Gourmet Galley, Inc., and served as president of frozen food distribution in Pompano Beach, Information Statement Page 10 Florida, until 1990, when he sold Gourmet Galley, Inc. to a partner. In 1990, he co-founded Southern Telco, Inc., a telecommunications company headquartered in Lighthouse Point, Florida, in which he served as president. Southern Telco, Inc., was sold to Public Teleco, Inc. in 1993. From 1994 until 1996, he served as president of Showcase Group, Inc., a construction company headquartered in Deerfield Beach, Florida which built 27 town houses, after which he conveyed his interest to a third party in 1996. During 1996, he received a legal expense insurance license from the State of Florida Department of Insurance and served as an independent associate for Prepaid Legal Services, Inc. headquartered in Lighthouse Point, Florida, until 1998. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS Subject to shareowner ratification, the board of directors, acting upon the recommendation of the audit committee, has reappointed the firm of Daszkal, Bolton, Manela, Devlin & Co., Certified Public Accountants, as independent accountants to examine our company's financial statements for the fiscal year ending June 30, 2001. Ratification requires the affirmative vote of a majority of eligible shares present at the Annual Meeting of Stockholders, in person or by proxy, and voting thereon. If this appointment is not ratified by stockholders, the audit committee may reconsider its recommendation. One or more representatives of Daszkal, Bolton, Manela, Devlin & Co. are expected to be at the Annual Meeting of Stockholders. They will have an opportunity to make a statement and will be available to respond to appropriate questions. PLANS OF COMPENSATION COMPENSATION OF MEMBERS OF OUR COMPANY'S BOARD OF DIRECTORS Based on a proposal by Yankees, subject to ratification by our company's stockholders at the Annual Meeting of Stockholders for which this Information Statement has been prepared, the board of directors has passed a resolution providing that members of our company's board of directors (except for Mr. Lipson who has a separate compensation agreement with our company) who are not provided other compensation by our company's subsidiaries, be compensated for their services during the period ending on June 30, 2001, as follows: * For basic service as a member of our company's board of directors, an option to purchase 15,000 shares of our company's common stock during the twelve month period commencing on July 1, 2000 and ending on June 30, 2001, at an exercise price based on the last reported transaction price for our company's common stock reported on the OTC Bulletin Board on an appropriate measuring date, possibly the first business day following the next annual meeting of our company's stockholders. The options would vest as to 1,250 shares of the underlying common stock per month. * For service on the audit or executive committee, the option would be increased by an additional 10,000 shares which would vest at the rate of 800 shares per month; and * For service as the chair of the audit or executive committee, the option would be increased by an additional 5,000 shares which would vest at the rate of 400 shares per month. All of the foregoing options would require that the recipient comply on a timely basis with all personal reporting obligations to the Commission pertaining to his or her role with our company and that the recipient serve in the designated position providing all of the services required thereby prudently and in good faith until June 30, 2000 (unless such person was not elected to such position by our company's stockholders despite a willingness and ability to serve). In addition to the compensation described above, our company's directors elected at the Annual Meeting of Stockholders will be entitled to the following contingent compensation and right to indemnification: (1) In the event that a member of our company's board of directors arranges or provides funding for our company on terms more beneficial than those reflected in our company's current principal financing agreements, copies of which are included among our company's records available through the SEC's EDGAR web site, the director will be entitled, at its election, to either: Information Statement Page 11 (A) A fee equal to 5% of such savings, on a continuing basis; or (B) If equity funding is provided through the director or any affiliates thereof, a discount of 5% from the bid price for the subject equity securities, if they are issuable as free trading securities, or, a discount of 25% from the bid price for the subject equity securities, if they are issuable as restricted securities (as the term restricted is used for purposes of SEC Rule 144); and (C) If equity funding is arranged for our company by the director and our company is not obligated to pay any other source compensation in conjunction therewith, other than the normal commissions charged by broker dealers in securities in compliance with the compensation guidelines of the NASD, the director will be entitled to a bonus in a sum equal to 5% of the net proceeds of such funding. (2) In the event that the director generates business for our company, then, on any sales resulting therefrom, the director will be entitled to a commission equal to 5% of the net income derived by our company therefrom, on a continuing basis. Our company will defend, indemnify and hold the members of its board of directors 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 or her in good faith on behalf of our company, its affiliates or for other persons or entities at the request of the board of directors of our company, 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 the members of its board of directors to incur any out of pocket expenses; provided, however, that director permits our company to select and supervise all personnel involved in such defense and that director waives any conflicts of interest that such personnel may have as a result of also representing our company, their stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. At Yankees' recommendation, the board of directors has also resolved that at such time as our company has, on a consolidated basis, earned a net, after tax profit of at least $100,000 per quarter for four calendar quarters, our company will: * Obtain insurance to cover our company's indemnification obligations, if available on terms deemed economically reasonable under the circumstances, which do not materially, detrimentally affect our company's liquidity at the time; * Provide members of its board of directors who will not have overlapping coverage with health and life insurance coverage, if available on terms deemed economically reasonable under the circumstances, which do not materially, detrimentally affect our company's liquidity at the time; and * Pay $500 per diem cash allowance for all meetings or functions attended in person rather than by telephone or similar means at the request of our company to all members of the board of directors who are not also officers or employees of our company or its subsidiaries. All of the foregoing are reflected in a form of "agreement to serve as a corporate director" that each director nominee will have signed prior to the Annual Meeting of Stockholders, except that the stock bonus provisions will not apply to the businesses that our company intends to acquire within the next sixty days. Copies of the executed agreements will be filed as exhibits to our company's quarterly report on Form 10-QSB or current report on Form 8-K first filed with the Commission following the Annual Meeting of Stockholders. NON-QUALIFIED STOCK OPTION & STOCK INCENTIVE PLAN, EFFECTIVE AS OF JULY 1, 2000 At the Annual Meeting of Stockholders, our company's stockholders will be asked to adopt a non-qualified stock option & stock incentive plan for the fiscal year starting on July 1, 2000, for use in compensating officers and employees of our company and its subsidiaries (the "2001 Plan"). The 2001 Plan will be materially similar to our company's Non-Qualified Stock Option & Stock Incentive Plan, Effective as of January 1 , 2000, a copy of which was Information Statement Page 12 filed with the Commission as an exhibit to our report on Form 10-KSB for the year ended June 30, 2000 (the "2000 Plan"), except that the number of shares which our board of directors has requested be reserved for issuance under the 2001 Plan will be 5,000,000. The purpose of the 2001 Plan will be to accommodate our company's obligations under currently anticipated acquisition agreements, to provide an adequate quantity of our common stock for currently unforseen opportunities involving future acquisitions, future recruitment of personnel, and establishment of performance incentives for the employees of our current subsidiaries, to attract and retain quality personnel and to make association with our company more attractive to potential acquisition candidates. A maximum of 5,000,000 shares of our company's common stock would be reserved for use in conjunction with award of options under the 2001 Plan, and such common stock could either be issued from treasury shares, authorized but theretofore unissued shares, or shares purchased from current stockholders for such purpose. The 2001 Plan will be administered by a committee of our company's board of directors comprised exclusively of outside directors (the "Committee"), as that term is defined in the Internal Revenue Code of 1996, as amended (the "Code") and potential recipients will include directors, officers, key employees and consultants (other than consultant's that would be ineligible for receipt of securities registered on Commission Form S-8 based on then applicable rules adopted by the Commission) of our company and its subsidiaries. Options issuable will be incentive stock options meeting the requirements of Section 422, et. seq. of the Code, or non-qualified stock options, with the attributes determined by the Committee. The adoption of the 2001 Plan will not restrict the ability of our company's board of directors to authorize the issuance of securities, including stock options, outside the parameters of the 2001 Plan, on a case by case basis. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON No person who has been a member of our company's board of directors or officer of our company at any time since the beginning of the last fiscal year, has been nominated for election as a member of our company's board of directors or who is an associate of any of the foregoing persons, has a substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon, other than elections to office, except that all of the nominees for election as directors other than Mrs. Berardi and Messrs. Caputa and Berardi have an economic interest in the plan for directors compensation. No director of our company has informed our company in writing or otherwise that he or she intends to oppose any action to be taken by our company at the Annual Stockholders Meeting. SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS Stockholders wishing to have a proposal included in our company's 2000 information statement must submit the proposal so that our company's secretary receives it no later than June 30, 2001. SEC rules set forth standards as to what shareowner proposals are required to be included in an information statement. In addition, our company's Bylaws require that any shareowner wishing to make a nomination for director, or wishing to introduce a proposal or other business, at a shareowner meeting must give our company at least 60 days' advance written notice, and that notice must meet certain requirements set forth in our bylaws. Stockholders may request a copy of our bylaws from the Corporate Secretary, AmeriNet Group.com, Inc., Crystal Corporate Center; 2500 North Military Trail, Suite 225-C, Boca Raton, Florida 33431. OTHER BUSINESS Our company is not aware of any other matters that will be presented for shareowner action at the Annual Meeting of Stockholders. By Order of the Board of Directors November 22, 2000 /s/ Lawrence R. Van Etten Lawrence R. Van Etten President Information Statement Page 13 EX-99.56 2 0002.txt AGREEMENT TO SERVE AS CORPORATE DIRECTOR Agreement to Serve as Corporate Director This agreement to serve as a corporate director (the "Agreement") is made and entered into by and between 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 Fist&Middle&Last, a Florida resident ("Mr. Last Name "). Preamble: WHEREAS, Mr. Last Name either currently serves as a member of AmeriNet's board of directors or is to be nominated for election to AmeriNet's board of directors at the next annual meeting of AmeriNet's stockholders, currently scheduled for December 15, 2000 (the "Annual Meeting"); and WHEREAS, AmeriNet has required, as a condition to nomination for service on its board of directors, that all nominees by the current board of directors enter into a form of agreement that delineates the proposed director's rights, duties and responsibilities; and WHEREAS, the Parties agree that this Agreement provides important directives outlining the duties, obligations, responsibilities and rights that are expected by members of AmeriNet's board of directors and Mr. Last Name desires to be elected as a member of AmeriNet's board of directors and to serve thereon in compliance with the requirements of this Agreement and AmeriNet's bylaws: NOW, THEREFORE, intending to be legally bound, the Parties agree that if Mr. Last Name is elected as a member of AmeriNet's board of directors at the annual meeting of AmeriNet's shareholders for the current year, he will be bound by the following obligations and shall have the following rights: Witnesseth: Article I Term, Renewals, Earlier Termination 1.1 Term. (A) Subject to the provisions set forth herein, the term of this Agreement shall be deemed to commence immediately following Mr. Last Name 's election to AmeriNet's board of directors at the Annual Meeting and shall continue until the latter of December 31, 2001 or the election, qualification and assumption of office by Mr. Last Name 's successor as a member of AmeriNet's board of directors, unless earlier terminated as hereinafter set forth. (B) Notwithstanding anything in this agreement the Directors term will terminate if the Director is not re-elected at the next Annual Meeting (C) In the event that Mr. Last Name is reelected or otherwise serves as a member of AmeriNet's board of directors after December 31, 2001, then, unless a new agreement pertaining to his role as a member of AmeriNet's board of directors is entered into specifically superceding the provisions of this Agreement, this Agreement shall be deemed continuingly self renewing for so long as, or whenever Mr. Last Name serves as a member of AmeriNet's board of directors, with the compensation called for hereunder being duplicated for the ensuing year on terms modified solely as follows: (1) The term and exercise period of the new Chamberlin Options shall be modified to reflect, as closely as possible, terms materially similar to those that applied to the Chamberlin option described in Section 3.1 of this Agreement; and (2) The exercise price shall be the lowest exercise price permitted under AmeriNet's then current stock option plan, based on the closing last transaction price of AmeriNet's common stock on the last day of the year preceding the immediately preceding term of this Agreement or any extensions thereof. (3) The number of Options shall be prorated based on the part of the year during which Mr. Last Name serves and based on the roles in which Mr. Last Name serves on AmeriNet's board of directors based on the formula hereinafter set forth. 1.2 Earlier Termination. (A) AmeriNet shall have the right to terminate this Agreement prior to the expiration of its Term, subject to the provisions of Section 1.3, for the following reasons: (1) For Cause: (a) AmeriNet may terminate Mr. Last Name's rights under this Agreement at any time for cause. (b) Such termination shall be evidenced by written notice thereof to Mr. Last Name, which notice shall specify the cause for termination. (c) For purposes hereof, the term "cause" shall mean: (i) The inability of Mr. Last Name , through sickness or other incapacity, to discharge his duties under this Agreement for 30 or more consecutive days or for a total of 45 or more days in a period of twelve consecutive months; (ii) Dishonesty; theft; or conviction of a crime involving moral turpitude; (iii) Material default in the performance of his obligations, services or duties required under this Agreement or materially breach of any provision of this Agreement, which default or breach has continued for five days after written notice of such default or breach. (2) Discontinuance of Business: In the event that AmeriNet 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 AmeriNet shall not be deemed a termination of its business. (3) Death: This Agreement shall terminate immediately on Mr. Last Name 's death; however, all accrued compensation at such time shall be promptly paid to Mr. Last Name 's estate. 1.3 Final Settlement. Upon termination of this Agreement and payment to Mr. Last Name of all amounts due him hereunder, Mr. Last Name or his representative shall execute and deliver to the terminating entity on a form prepared by the terminating entity, 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 AmeriNet all records, manuals and written procedures, as may be desired by it for the continued conduct of its business. Article II Performance of Duties as a Director 2.1 Performance of Duties (A) Mr. Last Name shall perform his duties as a director , including his duties as a member of any committee of AmeriNet's board of directors upon which he may serve, pursuant to the requirements set forth in AmeriNet's certificate of incorporation and bylaws (its "Constituent Documents"), in good faith, in a manner he reasonably believes to be in the best interests of AmeriNet, and with such care as is legally required for members of boards of directors under the laws of the State of Delaware and the United States Securities and Exchange Commission, (the "Commission") unless a higher standard of care is specified in AmeriNet's Constituent Documents. (B) In performing his duties, Mr. Last Name shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (1) One or more officers or employees of AmeriNet whom Mr. Last Name reasonably believes to be reliable and competent in the matters presented; (2) Legal counsel, public accountants or other persons as to matters which Mr. Last Name reasonably believes to be within such persons' professional or expert competence; or (3) A committee of AmeriNet's board of directors upon which he does not serve, duly designated in accordance with a provision of AmeriNet's certificate of incorporation or bylaws, as to matters within its designated authority, which committee Mr. Last Name reasonably believes to merit confidence. (C) Mr. Last Name shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described in Section 2.1(B) to be unwarranted. (D) If Mr. Last Name is present at a meeting of AmeriNet's board of directors at which action on any corporate matter is taken it shall be presumed that he assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest. (E) If Mr. Last Name is requested to provide comments on any corporate matters through a written request delivered by hand, mail, fax or e-mail, then, unless he affirmatively provides written comments thereto or specifies in a written response that he is unable or unwilling to provide comments thereto, he shall be presumed to have approved the matter as accurate, complete and not misleading, and if he has indicated his inability or unwillingness to comment on more than three occasions within any fiscal year, he shall be presumed to have refused to perform his duties as a member of AmeriNet's board of directors in a manner justifying his removal therefrom for cause under this Agreement. 2.2 Director Conflicts of Interest (A) Neither Mr. Last Name nor any affiliate thereof will enter into any contract or other transaction with AmeriNet unless the fact of such relationship or interest is disclosed or known to AmeriNet's board of directors or committee which authorizes, approves or ratifies the contract or transaction and it is approved by a vote or consent sufficient for the purpose without counting the vote or consent of Mr. Last Name ; and, if stockholder approval is required, 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. (B) Mr. Last Name may be counted in determining the presence of a quorum at a meeting of AmeriNet's board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction. 2.3 Performance and Attendance (A) Mr. Last Name will serve on AmeriNet's board of directors, on AmeriNet's audit committee, as chairman, on AmeriNet's regulatory affairs committees, and on such committees of AmeriNet's board of directors as to which he is appointed and will discharge his duties thereunder in good faith, using his best efforts on behalf of AmeriNet and its stockholders. (B) Mr. Last Name shall use his best efforts to participate in a timely manner in all meetings of AmeriNet's board of directors or of committees thereof to which he has been appointed or elected, and if unavailable in person, to make arrangements to participate by teleconference or other legally available means. (C) In the event that Mr. Last Name fails to participate in a meeting of AmeriNet's board of directors or of committees thereof to which he has been appointed or elected, Mr. Last Name shall promptly acquaint himself with all matters transacted at such meeting and if practical, shall provide the board of directors or committee involved with supplemental input and advice on all such matters and if appropriate and possible, shall request reconsideration of any material matters as to which his participation would have affected the result of actions taken. (D) In the event that Mr. Last Name misses more than 20% of the meetings of AmeriNet's board of directors or of committees thereof to which he has been appointed or elected, Mr. Last Name will, at the option of AmeriNet's board of directors, be presumed to have resigned from the board of directors prior to the expiration of the term of this Agreement based on an inability to dedicate required time to the affairs of AmeriNet and this Agreement shall be presumptively be deemed the instrument of such resignation. (E) Mr. Last Name shall be responsible, together with the other members of the board of directors, for review and approval prior to filing of all data that AmeriNet is required to file with the Commission, with the United States Internal Revenue Service (the "Service") and with comparable state and local agencies. (F) If a member of the regulatory affairs or audit committees, Mr. Last Name shall be responsible for using reasonable efforts to assist its chairman to assure that AmeriNet and all of its subsidiaries develop and implement information gathering, retention and transmittal procedures that comply with all applicable legal and auditing requirements, that AmeriNet and its subsidiaries promptly transmit required data to AmeriNet's auditors and legal counsel and that AmeriNet's auditors and legal counsel prepare and pass upon materials that AmeriNet is required to file with the Commission or the Service, on a timely basis, adequate for review, comment and correction by all appropriate personnel, including management of AmeriNet and its subsidiaries, as well as the members of their boards of directors, attorneys and advisors, at least three business days prior to the legally mandated filing dates. (G) If a member of the audit committee, Mr. Last Name shall be responsible, together with the other members of the audit committee, for suggesting auditor candidates to AmeriNet's board of directors and stockholders and for rejecting any auditors that any member of the audit committee deems unsatisfactory based on their qualifications, reputation, prices or geographic location, provided that such member must specify in writing, all reasons for such rejection and the committee, voting as a whole, must pass upon such rejection by majority vote, forwarding such result to the board of directors for appropriate action. 2.4 Resignation Unless he is the sole serving member of AmeriNet's board of directors, Mr. Last Name may resign at any time by providing AmeriNet's board of directors with written notice indicating the Director's intention to resign and the effective date thereof.; provided, however, that resignation, whether voluntary or presumptive (as provided above) shall result in a forfeiture of all rights to compensation under this Agreement, other than as to compensation that has accrued pursuant to the provisions of this Agreement. Article III Compensation 3.1 Director's Plan Options (A) Mr. Last Name shall be compensated for his services as a member of AmeriNet's board of directors and committees thereof with common stock purchase options issuable under the terms and provisions of AmeriNet's current Non-Qualified Stock Option & Stock Incentive Plan, as follows: (1) For basic service as a member of AmeriNet's board of directors, Mr. Last Name shall be granted an option to purchase 15,000 shares of AmeriNet's common stock, exercisable during the twelve month period commencing on January 1, 2001 and ending on December 31, 2002, at an exercise price based on the last reported transaction price for AmeriNet's common stock reported on the OTC Bulletin Board on the first business day following the directors' election for the term subject to this agreement (normally being the day following the annual stockholders' meeting). (2) For service on the audit or executive committee, the option will be increased by an additional 10,000 shares which will vest at the rate of 800 shares per month; and (3) For service as the chair of the executive or audit committee the option will be increased by an additional 5,000 shares which will vest at the rate of 400 shares per month. (4) All non-vested options will, unless earlier forfeited, become vested on January 1, 2001. (5) Exercise of the foregoing options will be subject to the condition precedent that Mr. Last Name comply on a timely basis with all personal reporting obligations to the Commission pertaining to his role with AmeriNet and that the Director-Designee serve in the designated positions providing all of the services required thereby prudently and in good faith. (B) The securities to be issued as compensation under this Agreement (the "Securities") will be issued without registration under the provisions of Section 5 of the Securities Act or the securities regulatory laws and regula tions of the State of Florida (the "Florida Act") pursuant to exemptions provided pursuant to Section 4(6) of the Act and comparable provisions of the Florida Act; (1) Mr. Last Name shall be responsible for preparing and filing any reports concerning this transaction with the Commission and with Florida Division of Securities, and payment of any required filing fees (none being expected); (2) All of the Securities 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 the Florida Act, 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; (3) AmeriNet's transfer agent shall be instructed not to transfer any of the Securities unless the General Counsel for AmeriNet advises it that such transfer is in compliance with all applicable laws; (4) Mr. Last Name is acquiring the Securities for his own account, for investment purposes only, and not with a view to further sale or distribution; and (5) Mr. Last Name or his advisors have examined information concerning AmeriNet contained on the Commission's Internet web site at www.sec.gov, in the EDGAR archives, as well as AmeriNet's books and records and have questioned AmeriNet's officers and directors as to such matters involving AmeriNet as he or she deemed appropriate. (C) In the event that AmeriNet files a registration or notification statement with the Commission or any state securities regulatory authorities registering or qualifying any of its securities for sale or resale to the public as free trading securities, it will notify Mr. Last Name of such intent at least 15 business days prior to such filing, and shall, if requested by him, include any shares theretofore issued upon exercise of the Options in such registration or notification statement, provided that Mr. Last Name cooperates in a timely manner with any requirements for such registration or qualification by notification, including, without limitation, the obligation to provide complete and accurate information therefor; and, provided further that, the inclusion of such securities in such notification or registration statement is not deemed by any participating underwriter to be detrimental to a proposed offering of AmeriNet's securities to the public or to the price or liquidity of AmeriNet's publicly held securities. 3.2 Contingent Compensation In addition to the compensation described above and in Section 3.1 (unless comparable compensation is provided for under the terms of a separate employment or consulting agreement): (A) In the event that Mr. Last Name arranges or provides funding for AmeriNet on terms more beneficial than those reflected in AmeriNet's current principal financing agreements, copies of which are included among AmeriNet's records available through the SEC's EDGAR web site, Mr. Last Name shall be entitled, at his election, to either: (1) A fee equal to 5% of such savings, on a continuing basis; or (2) If equity funding is provided through Mr. Last Name or any affiliates thereof, a discount of 5% from the bid price for the subject equity securities, if they are issuable as free trading securities, or, a discount of 25% from the bid price for the subject equity securities, if they are issuable as restricted securities (as the term restricted is used for purposes of SEC Rule 144); and (3) If equity funding is arranged for AmeriNet by Mr. Last Name and AmeriNet is not obligated to pay any other source compensation in conjunction therewith, other than the normal commissions charged by broker dealers in securities in compliance with the compensation guidelines of the NASD, Mr. Last Name shall be entitled to a bonus in a sum equal to 5% of the net proceeds of such funding. (B) In the event that Mr. Last Name generates business for AmeriNet, then, on any sales resulting therefrom, Mr. Last Name shall be entitled to a commission equal to 5% of the net income derived by AmeriNet therefrom, on a continuing basis. 3.3 Indemnification. AmeriNet will defend, indemnify and hold Mr. Last Name 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 AmeriNet, its affiliates or for other persons or entities at the request of the board of directors of AmeriNet, 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 Mr. Last Name to incur any out of pocket expenses; provided, however, that Mr. Last Name permits AmeriNet to select and supervise all personnel involved in such defense and that Mr. Last Name waives any conflicts of interest that such personnel may have as a result of also representing AmeriNet, their 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. (1) Mr. Last Name acknowledges that, in and as a result of his duties hereunder, he will be developing for AmeriNet, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as AmeriNet'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 AmeriNet, Mr. Last Name hereby covenants and agrees that he shall not, at anytime during or following the terms of his service as a member of AmeriNet's board of directors, 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 association with AmeriNet, or AmeriNet's affiliates. (2) In the event of a breach or threatened breach by Mr. Last Name of any of the provisions of this Section 4.1, AmeriNet, in addition to and not in limitation of any other rights, remedies or damages available to AmeriNet, 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. Last Name , or by Mr. Last Name 's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him. 4.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to AmeriNet as a result of a breach by Mr. Last Name of the covenants or agreements contained in this Article Four, and in view of the lack of an adequate remedy at law to protect AmeriNet's interests, Mr. Last Name hereby covenants and agrees that AmeriNet shall have the following additional rights and remedies in the event of a breach hereof: (A) Mr. Last Name hereby consents to the issuance of a permanent injunction enjoining him from any violations of the covenants set forth in Section 4.1 hereof; and (B) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which AmeriNet may sustain prior to the effective enforcement of such injunction, Mr. Last Name hereby covenants and agrees to pay over to AmeriNet, 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 him 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 AmeriNet as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to AmeriNet 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 AmeriNet from the injury caused by such breaches would be injunctive relief. 4.3 Cumulative Remedies. Mr. Last Name hereby irrevocably agrees that the remedies described in Section 4.3 hereof shall be in addition to, and not in limitation of, any of the rights or remedies to which AmeriNet is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 4.4 Acknowledgment of Reasonableness. Mr. Last Name hereby represents, warrants and acknowledges that he has carefully read and considered the provisions of this Article Four 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 AmeriNet, its officers, other directors and employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, Mr. Last Name hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, Mr. Last Name 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. In determining the nature of this limitation, Mr. Last Name 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. 4.5 Unauthorized Acts. Mr. Last Name hereby covenants and agrees that he will not do any act or incur any obligation on behalf of AmeriNet of any kind whatsoever, except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action. 4.6 Covenant not to Disparage Mr. Last Name hereby irrevocably covenants and agrees that during the term of this Agreement and after its termination, he will refrain from making any remarks that could be construed by anyone, under any circumstances, as disparaging, directly or indirectly, specifically, through innuendo or by inference, whether or not true, about AmeriNet, its constituent members, or their officers, directors, stockholders, employees, agent or affiliates, whether related to the business of AmeriNet, to other business or financial matters or to personal matters. Article V Agreement to Comply with Legal Restrictions. 5.1 AmeriNet Securities. (A) Mr. Last Name is the record and beneficial owner of the AmeriNet securities shown on the signature page hereto, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances; does not beneficially own any other AmeriNet securities and, has full power and authority to make, enter into and carry out the terms of this Agreement. (B) Mr. Last Name agrees that any AmeriNet securities that he purchases or with respect to which he otherwise acquires record or beneficial ownership after the date of this Agreement ("New AmeriNet Securities") shall be subject to the terms and conditions of this Agreement to the same extent as if they were owned prior to the date of this Agreement. (C) Mr. Last Name has full power and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform Director-Nominee's obligations hereunder. (D) Mr. Last Name has 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 AmeriNet securities that Mr. Last Name currently owns or may acquire during the term of this Agreement, 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. (E) If any of Mr. Last Name 's representations in this Agreement cease to be true at any during the term of this Agreement, Mr. Last Name will deliver to AmeriNet's general counsel a written statement to that effect, specifying the nature of the change signed by Mr. Last Name . 5.2 Transfer or Encumbrance. (A) Mr. Last Name agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber Mr. Last Name 's AmeriNet securities or any New AmeriNet Securities acquired or to make any offer or agreement relating thereto during the time that Mr. Last Name serves on AmeriNet's board of directors and for an additional period of 90 days thereafter (the term of this agreement), except: (1) During such periods following the filing by AmeriNet of reports with the Securities and Exchange Commission as may be determined by the regulatory compliance committee of AmeriNet's board of directors to provide currency of information required to avoid violation of restrictions under the Securities Act and the Exchange Act against trading on inside information. (2) In full compliance with the requirements of: (a) Rule 144 promulgated by the Commission under authority granted by the Securities Act; (b) Sections 13D and 16(a) of the Exchange Act, including requirements pertaining to timely filing of Commission Forms 3, 4 and 5 or Schedule 13-D; and (3) In full compliance with the procedures established by AmeriNet (including requirements imposed upon its transfer agent) to assure compliance with the foregoing. (B) No transactions permitted pursuant to Section 5.2(A) shall be effected until: (1) Legal counsel representing Mr. Last Name (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 (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 written advice to Mr. Last Name (sought by Director-Nominee or Director-Nominee'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; or (4) AmeriNet's general counsel and president shall have specifically consented to the transaction in wiring pursuant to authority delegated in a specific resolution of the regulatory affairs committee of AmeriNet's board of directors. (C) Mr. Last Name also understands and agrees that stop transfer instructions will be given to AmeriNet's transfer agent with respect to certificates evidencing his AmeriNet securities and that there will be placed on the certificates evidencing his AmeriNet securities legends stating in substance: "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(1), 3(b) or 4(2) of such act, and comparable state law provisions or they have been held by a person deemed a control person under Commission Rule 144 and subject to reporting obligations under Section 13D of the Exchange Act and to reporting obligations and trading restrictions under Section 16(a) of the Exchange Act. 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 the Company's satisfaction, and, all required reports pertaining thereto, including Commission Forms 3, 4, 5 and 144 and Commission Schedule 13D have been filed with the Commission." 5.3 No Proxy Solicitations. Mr. Last Name will not, and will not permit any entity under his 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 any meetings of AmeriNet's stockholders; (B) Initiate a stockholders' vote or action by consent of AmeriNet stockholders with respect to any stockholders action; or (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 AmeriNet. 5.4 No Limitation on Discretion as Director. This Article is intended solely to apply to the exercise by Mr. Last Name in his individual capacity of rights attaching to ownership of the AmeriNet securities and nothing herein shall be deemed to apply to, or to limit in any manner the discretion of Mr. Last Name with respect to, any action which may be taken or omitted by him acting in his fiduciary capacity as a member of AmeriNet's board of directors or any committee thereof. Article VI Miscellaneous 6.1 Notices. (a) 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 Mr. Last Name : At the contact information provided in Section 6.18 To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-3435, Fax (561) 998-4635; and, e-mail larry@amerinetgroup.com; Attention: Lawrence R. Van Etten, President; with a copy to General Counsel AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6661, Fax (352) 694-1325; and to The Yankee Companies, Inc. 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail lenny@yankeecompanies.com; Attention: Leonard Miles Tucker, President 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) (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) 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 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. 6.2 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 AmeriNet's stockholders. 6.3 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. 6.4 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. 6.5 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. 6.6 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 AmeriNet's officers and Director-Nominees, which shall be governed under Florida law. 6.7 Third Party Reliance. Legal counsel to and accountants for the Parties shall be entitled to rely upon this Agreement. 6.6 Venue. 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. 6.7 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, proceedings and appeals, whether or not 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 Mr. Last Name . (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 Mr. Last Name . (3) (a) Expenses of mediation shall be borne by AmeriNet, 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. 6.8 Benefit of Agreement. (A) This Agreement may not be assigned by Mr. Last Name without the prior written consent of AmeriNet. (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. 6.9 Interpretation. (A) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (B) 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. (C) 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. (D) 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. (E) 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. 6.10 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. 6.11 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. 6.12 Status. Nothing in this Agreement shall be construed or shall constitute an agency, employment, partnership, joint venture relationship. 6.13 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. 6.14 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. (C) This Agreement shall not be more strictly interpreted against any Party as a result of its authorship. 6.15 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. 6.16 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. 6.17 Consultation with Counsel. Mr. Last Name has carefully read this Agreement and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of AmeriNet securities to the extent he felt necessary, with his own legal counsel. 6.18 Information Concerning Mr. Last Name 's Share Ownership. (A) AmeriNet securities beneficially owned by Mr. Last Name : (1) ___________ shares of AmeriNet common stock; and (2) ___________ shares of AmeriNet common stock subject to options warrants or other rights; and (3) ___________ other AmeriNet securities, as specifically described in exhibit 6.18 annexed hereto made a part hereof, if any. (B) (1) Domicile Address: ____________________________________________ Street address City Zip code (3) Telephone, fax and e-mail: ___________________________________ In Witness Whereof, Mr. Last Name and AmeriNet 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: - ---------------------------- - ---------------------------- ---------------------------- Fist&Middle&Last Dated: December ___, 2000 AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: ____________________________ Lawrence R. Van Etten, Acting President (Corporate Seal) Attest: ____________________________ Vanessa H. Lindsey, Secretary Dated: December ___, 2000 -----END PRIVACY-ENHANCED MESSAGE-----