-----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, I99VAI6EqUcGgKHszVBH9tiKrZLevcsRVQOiDDsHpy0a7QTJ2SJqLKq/uiGj4dXb b7DcVGftUu2vw8qWTVnZUw== 0000050471-01-500003.txt : 20010514 0000050471-01-500003.hdr.sgml : 20010514 ACCESSION NUMBER: 0000050471-01-500003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20010427 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERINET GROUP COM INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 1631159 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 8-K 1 form-8k_051101.txt SEC 873 (5/99) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number 3235-0060; expires: May 31, 2000. Estimated average burden, 5 hours per response. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 April 27, 2001 Date of Report (Date of earliest reported event) AMERINET GROUP.COM, INC. (Exact name of registrant as specified in its chapter) Delaware (State or other jurisdiction of incorporation 000-03718 (Commission File Number) 11-2053017 (IRS Employer Identification No.) Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 (Address of principal executive offices) (Zip Code) (561) 998-3435 Registrant's telephone number, including area code (Not Applicable) (Former name or former address, if changed since last report) Page 1 CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS The Private Securities Litigate Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward-looking statements with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the Registrant is detailed from time to time in the Registrant's reports filed with the Commission. This report contains "forward looking statements" relating to the Registrant's current expectations and beliefs. These include statements concerning operations, performance, financial condition and anticipated growth. For this purpose, any statements contained in this Annual Report and Form 10-KSB that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "intend", "could", "estimate", or "continue", or the negative or other variation thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties which are beyond the Registrant's control. Should one or more of these risks or uncertainties materialize or should the Registrant's underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward looking statements. CONTEXT The information in this report is qualified in its entirety by reference to the entire report; consequently, this report must be read in its entirety. This is especially important in light of material subsequent events disclosed. Information may not be considered or quoted out of context or without referencing other information contained in this report necessary to make the information considered, not misleading. INFORMATION INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. New Letter of Intent to Acquire Park City Group, Inc. AmeriNet Group.com, Inc. ("our company") signed a new letter of intent on April 27, 2001,which was ratified by our company's board of directors on May 3, 2001, to acquire Park City Group, Inc. ("Park City"), a software developer. A copy of the letter of intent and our company's press release pertaining thereto are included as exhibits to this report. AmeriNet recently made the initial $100,000 good faith deposit required under the terms of the letter of intent and is expected to deposit an additional $100,000 on or before May 21, 2001. A copy of a convertible loan agreement between our company and The Yankee Companies, Inc., a Florida corporation that has served as our company's strategic consultant since November of 1998 ("Yankees") , pursuant to which our company intends to obtain the required deposit, is included as an exhibit to this report. Partial Exercise of Warrant by Yankees On May 3, 2001, in anticipation of our company's entry into a reorganization agreement with Park City Group, Inc., a Utah corporation (the "Proposed Park City Group Acquisition" and "Park City Group," respectively), Yankees exercised 80% of its warrant into 2,484,752, shares of AmeriNet's common stock ('Common Stock"). A copy of the warrant agreement with Yankees is included as an exhibit to this report. An amendment was filed with the Commission on our company's report on Form 8-KSB, filed on December 12, 1999. A copy of a related supplement to warrant agreement is included as an exhibit to this report. Page 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Designation Page of Exhibit Number as Set Forth or Source of in Item 601 of Incorporation Regulation S-B By Reference Description (10) Material Contracts (i) Material agreements pertaining to our Company .81 ___ Warrant agreement between pur company and Yankees, dated November 25, 1998 .82 ___ Letter of Intent to acquire Park City Group. .83 ___ Supplement to warrant agreement between our company and Yankees. .84 ___ Convertible loan agreement between our company and Yankees, dated May 7, 2001. (99) Additional Exhibits .59 ___ Our company's press release dated May 2, 2001. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, our company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AmeriNet Group.com, Inc Dated: May 11, 2001 /s/ Edward C. Dmytryk Edward C. Dmytryk President Page 3 EX-10.81 2 exb10-81.txt WARRANT AGREEMENT Warrant Agreement THIS WARRANT AGREEMENT is made and entered into by and between Equity Growth Systems, Inc. , a Delaware corporation (the "Issuer") and The Yankee Companies, Inc., a Florida corporation (hereinafter referred to variously as the "Holder" or "Yankees"). Preamble: WHEREAS, the Issuer and Yankees have entered into a certain strategic consulting agreement of even date herewith (hereinafter the "Advisory Agreement"), pursuant to which Yankees is entitled to receive certain compensation, including among other things, warrants ("Warrants") to purchase shares of the Issuer's common stock, $0.01 par value per share ("Common Stock"), upon and subject to the terms and conditions of the Advisory Agreement; NOW, THEREFORE, in consideration of the premises, the payment by the Holder to or for the benefit of the Issuer of FIVE ($5.00) DOLLARS, the agreements herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agrees as follows: Witnesseth: 1. Grant The Holder is hereby granted the right to purchase shares of the Issuer's Common Stock in an amount equal to 10% of the Issuer's outstanding or reserved Common Stock immediately following complete exercise of all the Warrants, at any time from the 60th date following the Advisory Agreement until the close of business on the 45th business day after this Warrant and the shares of Common Stock into which it can be exercised are registered for sale to the public under applicable federal and state securities laws, provided, however, that the Holder shall have the option of exercising this Warrants prior to such registration at a 50% discount from the otherwise applicable exercise price, subject to the resale restrictions imposed by Securities and Exchange Commission Rule 144, but subject to the piggy back and registration provisions hereinafter set forth. 2. Warrant Certificates. The warrant certificates (the"Warrant Certificates") delivered and to be delivered pursuant to this agreement shall be in the form set forth in Exhibit A attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions, and other variations as required or permitted by this Agreement. 3. Exercise of Warrant. ss.3.1 Method of Exercise (a) The Warrants initially are exercisable at an initial exercise price (subject to adjustment as provided in Section 8 hereof) per share of Common Stock set forth in Section 6 hereof payable by certified or official bank check in New York Clearing House funds, subject to adjustment as provided in Section 8 hereof. (b) Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the shares of Common Stock purchased at the Issuer's principal offices, as reflected in the records of the Securities and Exchange Commission maintained on its EDGAR Internet site, the registered holder of a Warrant Certificate ("Holder" or "Holders') shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased. (c) The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants). (d) Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby. (e) In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, the Issuer shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the shares of Common Stock. ss.3.2 Exercise by Surrender of Warrant. (a) (1) In addition to the method of payment set forth in Section 3.1 and in lieu of any cash payment required thereunder the Holder(s) of the Warrants shall have the right at any time to and from time to time exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in Section 3.1 in exchange for the number of shares of Common Stock equal to the product of (x) the number of shares to which the Warrants are being exercised multiplied by (y) a fraction, the numerator of which is the Market Price (as defined in Section 8.1 hereof) of the Common Stock less the Exercise Price and the denominator of which is such Market Price. (2) The Parties acknowledge that this optional form of exercise is designed to permit tacking of the Warrant holding period to that of the Common Stock received upon exercise thereof, for purposes of SEC Rule 144, under the concept commonly referred to as "cashless exercise." (b) Solely for the purposes of this Section 3.2, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Issuer pursuant to Section 13 hereof ("Notice Date") or (ii) as the average of the Market Price for each of the five trading days preceding the Notice Date, whichever of (i) or (ii) is greater. 4. Issuance of Certificates. (a) Upon the exercise of the Warrant the issuance of certificates for shares of Common Stock or other securities, properties or rights underlying such Warrants, shall be made forthwith (and in any event such issuance shall be made within five [5] business days thereafter) without charge to the Holder thereof including, without limitations any tax which may be payable in respect of the issuance thereof and such certificates shall (subject to the provisions of Sections 5 and 7 hereof) be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Issuer shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder arid the Issuer shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have established to the satisfaction of the Issuer that such tax has been paid. (b) The Warrant Certificates and the certificates representing the shares of Common Stock (and/or other securities, property or rights issuable upon exercise of the Warrants) shall be executed on behalf of the Issuer by the manual or facsimile signature of the then present Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Issuer under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Issuer. (c) Warrant Certificates shall be dated the date of execution by the Issuer upon initial issuance, division, exchange, substitution or transfer. 5. Restriction On Transfer of Warrants. The Holder of a Warrant Certificate, by its acceptance thereof, covenants and agrees that the Warrants are being acquired as an investment and not with a view to the distribution thereof, unless they are properly registered as contemplated hereby. 6. Exercise Price. ss.6.1 Initial and Adjusted Exercise Price. (a) (1) Except as otherwise provided in Section 8 thereof, the initial exercise price of each Warrant shall be based on dividing the sum of $60,000 by the number of the Issuer's authorized and outstanding shares of Common Stock plus the number of the Issuer's shares of Common Stock reserved for issuance under currently determinable circumstances (e.g., outstanding options, warrants, convertible debentures, commitments under employment, reorganization or acquisition agreements or shares issuable in conjunction with pending acquisitions) at the time of exercise, and dividing the result by 0.10. (2) For purposes of illustration, if the Issuer had 20,000,000 shares of Common Stock authorized, of which 1,000,000 were outstanding and 1,000,000 were reserved for issuance under currently determinable circumstances, then the Holder would be entitled to purchase 200,000 shares and the Warrant exercise price per share would be determined by dividing $60,000 by 2,000,000 shares = ($0.03) and dividing by 0.1= $0.30 per share. (3) Consequently, any increase in the aggregate of authorized and reserved shares will result in a decrease in the exercise price per share and any decrease thereof will result in an increase in the exercise price per share, the product of the shares of Common Stock underlying this warrant and the exercise price per share always equaling $60,000. (b) The adjusted exercise price shall be the price which shall result from time to time from any and all adjustments of the initial exercise price in accordance with the foregoing provisions and the provisions of Section 8 hereof. ss.6.2 Exercise Price. The term "Exercise Price" herein shall mean the initial exercise price or the adjusted exercise price, depending upon the context. 7. Registration Rights. ss.7.1 Registration Under the Securities Act of 1933. (a) The Warrants and the shares of Common Stock issuable upon exercise of the Warrants and any of the other securities issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the "Act") for public resale. (b) Upon exercise, in part or in whole, of the Warrants, certificates representing the shares of Common Stock and any other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: (b) The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act') for public resale, and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available. ss.7.2 Piggyback Registration. (b) If, at any time after the date hereof the Issuer proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-8, S-4 or comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each registration statement, to Yankees and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. (c) If Yankees or other Holders of the Warrants and/or Warrant Securities notify the Issuer within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Issuer shall afford Yankees and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. ss.7.3 Demand Registration. (a) At any time during the term of this Warrant, the Holders of the Warrants and/or Warrant Securities representing a "Majority" (as hereinafter defined) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the registration rights under Section 7.2 hereof), exercisable by written notice to the Issuer, to have the Issuer prepare and file with the Commission, on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Issuer and counsel for Yankees and Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Warrant Securities for nine (9) consecutive months by such Holders and any other Holders of the Warrants and/or Warrant Securities who notify the Issuer within ten (10) days after receiving notice from the Issuer of such request. (b) The Issuer covenants and agrees to give written notice of any registration request under this Section 7.3 by any Holder or Holders to all other registered Holders of the Warrants and the Warrant Securities within (10) days from the date of the receipt of any such registration request. (c) (1) Notwithstanding anything to the contrary contained herein, if the Issuer shall not have filed a registration statement for the Warrant Securities within the time period specified in Section 7.4(a) hereof pursuant to the written notice specified in Section 7.3(a) of a Majority of the Holders of the Warrants and/or Warrant Securities, the Issuer agrees that upon the written notice of election of a Majority of the Holders of the Warrants and/or Warrant Securities it shall repurchase (i) any and all Warrant Securities at higher of the Market Price (as defined in Section 8. l(vi)) per share of Common Stock on (x) the date of the notice sent pursuant to Section 7.3(a) or (y) the expiration of the period in Section 7.4(a) and (ii) any and all Warrants at such Marker Price less the exercise price of such Warrant. (2) Such repurchase shall be in immediately available funds and shall close within two (2) days after the later of (i) the expiration of the period specified in Section 7.4(a) or (ii) the delivery of the written notice of election specified in this Section 7.3. ss.7.4 Covenants of the Issuer, With Respect to Registration. In connection with any registration under Section 7.2 or 7.3 hereof, the Issuer covenants and agrees as follows: (a) The Issuer shall use its best efforts to file a registration statement within sixty (60) days of receipt of any demand therefor, shall use its best efforts to have any registration statements declared effective at the earliest possible time, and shall furnish the Holder desiring to sell Warrant Securities such number of prospectuses as shall reasonably be requested. (b) (1) The Issuer shall pay all costs (excluding any underwriting or selling commissions or over charges of any broker-dealer acting on behalf of Holders), fees and expenses in connection with all registration statements filed pursuant to Sections 7.2 and 7.3(a) hereof including, without limitation, the Issuer's legal and accounting fees, printing expenses, blue sky fees and expenses. (2) If the Issuer shall fail to comply with the provisions of Section 7.4(a), the Issuer shall, in addition to any other equitable or other relief available to the Holder(s), be liable for any or all damages due to loss of profit sustained by the Holder(s) requesting registration of its Warrant Securities. (c) The Issuer will take all necessary action which may be required in qualifying or registering the Warrant Securities included in a registration statement for offering and sale under the securities or blue sky laws of the state requested by the Holder. (d) The Issuer shall indemnify the Holder(s) of the Warrant Securities to be sold pursuant to any registration statement and each person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, The Exchange Act or otherwise, arising from such registration statement. (e) Nothing contained in this Agreement shall be construed as requiring the Holder(s) to exercise their Warrants prior to the initial filing of any registration statement or the effectiveness thereof. (f) The Issuer shall not permit the inclusion of any securities other than the Warrant Securities to be included in any registration statement filed pursuant to Section 7.3 hereof, or permit any other registration statement to be or remain effective during the effectiveness of a registration statement filed pursuant to Section 7.3 hereof, without the prior written consent of the Holders of the Warrants arid Warrant Securities representing a Majority of such securities (assuming an exercise of all of the Warrants). (g) The Issuer shall furnish to each Holder participating in the offering, and to each underwriter, if any, a signed counterpart, addressed to such Holder or underwriter, of (i) an opinion of counsel to the Issuer, dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under the underwriting agreement), and (ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering; a letter dated the date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Issuer's financial statements included in such registration statement, in each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to agents subsequent to the date of such financial statements, are as customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offering of securities. (h) The Issuer shall as soon as practicable after the effective date of the registration statement, and in any event within 15 months thereafter, make "generally available to its security holders" (within the meaning of Rule 158 under the Act) an earnings statement (which need not be audited) complying with Section 11(a) of the Act and covering a period of at least 12 consecutive months beginning after the effective date of the registration agreement. (i) (1) The Issuer shall deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and the managing underwriter copies of all correspondence between the Commission and the Issuer, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit the Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the National Association of Securities Dealers, Inc. ("NASD"). (2) Such investigation shall include access to books, records and properties and opportunities to discuss the business of the Issuer with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request as it deems necessary to comply with applicable securities laws or NASD rules. (j) In addition to the Warrant Securities, upon the written request therefor by any Holder(s), the Issuer shall include in the registration statement any other securities of the Issuer held by such Holder(s) as of the date of filing of such registration statement, including without limitation, restricted shares of Common Stock, options, warrants or any other securities convertible into shares of Common Stock. (k) For purposes of this Agreement, the term "Majority" in reference to the Holders of Warrants or Warrant Securities shall mean in excess of fifty percent (50%) or the then outstanding Warrants or Warrant Securities that (i) are not held by the Issuer, an affiliate, officer, creditor, employee or agent thereof or any of their respective affiliates, members of their family, persons acting as nominees or in conjunction therewith or (ii) have not been resold to the public pursuant to a registration statement filed with the Commission under the Act. 8. Adjustments to Exercise and Number of Securities. ss.8.1 Computation of Adjusted Exercise Price. (a) Except as hereafter provided, in case the Issuer shall at any time after the date hereto or sell any shares of Common Stock ( other than the issuances or sales referred to in Section 8.7 hereof), including shares held in the Issuer's treasury and shares of Common Stock issued upon the exercise of any options, rights or warrants, to subscribe for shares of Common Stock and shares issued upon the direct or indirect conversion or exchange of securities for shares of Common Stock, for a consideration per share less than the Exercise Price in effect immediately prior to the issuance or sale of such shares or the "Market Price" ( as defined in Section 8.1(vi) hereof) per share of Common Stock on the date immediately prior to the issuance or sale of such shares, or without consideration, then forthwith upon such issuance or sale, the Exercise Price shall (until another such issuance or sale) be reduced to the price ( calculated to the nearest full cent) equal to the quotient derived by dividing (A) an Amount to the sum of (X) the product of (a) the lower of (i) the Exercise Price in effect immediately prior to such issuance or sale and (ii) the Market Price per share of Common Stock on the date immediately prior to the issuance or sale of such shares, in either event, reduced, but not to a number which is below .001 by the positive difference, if any, between the (u) Market Price per share of Common Stock on the date immediately prior to the issuance or sale and (v) the amount per share received in connection with such issuance or sale, multiplied by (b) the total number of shares of Common Stock outstanding immediately prior to such issuance or sale, plus (Y) the aggregate of the amount of all consideration, if any, received by the Issuer upon such issuance or sale by (B) the total number of shares of Common Stock outstanding immediately after such issuance or sale, provided, however, that in no event shall the Exercise Price be adjusted pursuant to this computation to an amount i excess of the Exercise Price in effect immediately prior to such computation, except in the case of a combination of outstanding shares of Common Stock, as provided by Section 8.3 thereof. (b) For the purposes of this Section 8 the term Exercise Price shall mean the Exercise Price per share of Common Stock set forth in Section 6 hereof, as adjusted from time to time pursuant to the provisions of this Section 8. (c) For the purpose of any computation to be made in accordance with this Section 8.1, the following provisio9ns shall be applicable: (i) In case of the issuance or sale or shares of Common Stock for a consideration part or all of which shall be cash, the amount of the cash consideration therefor shall be deemed to be the amount of cash received by the Issuer for such shares (or, if shares of Common Stock are offered by the Issuer for subscription, the subscription price, or, if either of such securities shall be sold to underwriters or dealers for public offering without a subscription offering the initial pubic offering price) before deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services, or any expenses incurred in connectio9n therewith and less any amounts payable to security holders or any affiliate thereof, including without limitation, any employment agreement, royalty, consulting agreement, covenant not to compete, earned or contingent payment right or similar arrangement, agreement or understanding, whether oral or written; all such amounts shall be valued at the aggregate mount payable thereunder whether such payments are absolute or contingent and irrespective of the period or uncertainly of payment, the rate of interest, if any, or the contingent nature thereof. (ii) In case of the issuance or sale ( otherwise than as a dividend or over distributio9n on any stock of the Issuer) of shares of Common Stock for a consideration part or all of which shall be other than cash, the amount of the consideration therefor other than cash shall be deemed to be the value of such consideration as determined in good faith by the Board of Directors of the Issuer. (iii) Shares of Common Stock issuable by way of Dividend or other distributio9n on any stock of the Issuer shall be deemed to have been issued immediately after the opening of business on the day following the record date for the determination of stockholders entitled to receive such dividend or other distribution and shall be deemed to have been issued without consideration. (iv) The reclassification of securities of the Issuer other than shares of Common Stock shall be deemed to involve the issuance of such shares of Common Stock for a consideratio9n other than cash immediately prior to the close of business on the date fixed for the determination of the security holders entitled to receive such shares, and the value of the consideration allocable to such shares of Common Stock shall be determined as provided in subsection (ii) of this Section 8.1. (v) The number of shares of Common Stock at any one time outstanding shall include the aggregate number of shares issued or issuable ( subject to readjustment upon the actual issuance thereof) upon the exercise of options, rights, warrants and upon the conversion or exchange of convertible or exchangeable securities. (vi) As used herein, the phrase "Market Price" at any date shall be deemed to be the last reported sale price, or, in case no such reported sale takes place on such day, the average of the last reported sale prices for the last three (3) trading days, in either case as officially reported by the principal securities exchange on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the average closing bid price as furnished by the NASD through NASDAQ or similar organization if NASDAQ is no longer reporting such information, or if the Common Stock is nor quoted an NASDAQ, as determined in good faith by resolution of the Board of Directors of the Issuer, based on the best information available to it. ss.8.2 Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Issuer shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Common Stock, or issue any securities convertible into exchangeable for shares of Common Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights or warrants, or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights or warrant, or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof, provided that: (1) The aggregate maximum number of shares of Common Stock, as the case may be, issuable under such options, right or warrants shall be deemed to be issued and outstanding at the time such options, rights or warrants were issued, and for in such options, right or warrants at the time of issuance, plus the consideration (determined in the same manner as consideration received on the issue or sale of shares in accordance with the terms of the Warrants), if any, received by the Issuer for such options, right or warrants. (2) The aggregate maximum number of shares of Common Stock issuable upon conversion or exchange or any convertible or exchangeable securities shall be deemed to be issued and outstanding at the time of issuance of such securities, and for a consideration equal to the minimum purchase price per share provided for in such options, rights or warrants at the time of issuance, plus the consideration ( determined in the same manner as consideration received on the issue or sale of shares in accordance with the terms of the Warrants), received by the Issuer for such securities, plus the minimum consideration, if any, receivable by the Issuer upon the conversion or exchange thereof. (3) If any change shall occur in the price per share provided for in any of the op0tional rights or warrants referred to in subsection (a) of this Section 8.2, or in the price per share at which the securities referred to in subsection (b) of this Section 8.2 are convertible or exchangeable, such options, rights or warrants or conversion or exchange rights, as the case may be, shall be deemed to have expired or terminated on the case when such price change became effective in respect of shares not theretofore issued pursuant to the exercise or conversion or exchange thereof, and the Issuer shall be deemed to have issued upon such date new options, right or warrants, or convertible or exchangeable securities at the new price in respect of the number shares issuable upon the exercise of such options, right or warrants or the conversion or exchange of such convertible or exchangeable securities. ss.8.3 Subdivision and Combination. In case the Issuer shall at any time subdivide or combine the outstanding shares of Common Stock, the Exercise Price shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination. ss.8.4 Adjustment in Number of Securities. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 8, the number of Securities issuable upon the exercise of each Warrant shall be adjusted to the nearest full amount by multiplying, a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Securities issuable upon exercise of the Warrants immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price. ss.8.5 Definition of Common Stock. (a) For the purpose of this Agreement, the term "Common Stock" shall mean (i) the class of stock designated as Common Stock in the Certificate of Incorporation of the Issuer as may be amended as of the date hereof, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. (b) In the event that the Issuer shall after the date hereof issue securities with greater or superior voting rights than the shares of Common Stock outstanding as of the date hereof, the Holder, at its option, may receive upon exercise of any Warrant either shares of Common Stock or a like number of such securities with greater or superior voting rights. ss.8.6 Merger or Consolidation. (a) In care of any consolidation of the Issuer with, or merger of the Issuer with, or merger of the Issuer into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental warrant agreement providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Warrant) to receive upon exercise of such warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Issuer for which such warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer. (b) (1) Such supplemental warrant agreement shall provide for adjustments which shall be identical to the adjustments provided in Section 8. The above provision of this Subsection shall similarly apply to successive consolidations or mergers. ss.8.7 No Adjustment of Exercise Price in Certain Cases. No adjustment of the Exercise Price shall be made: (a) Upon the issuance or sale of the Warrants or the shares of Common Stock issuable upon the exercise of the Warrants; or (b) If the amount of said adjustment shall be less than 1 cent ($.01) per Security, provided, however, that in such case any adjustment that would otherwise be required then to be made shall be carried forward and shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment so carried forward, shall amount to at least 1 cent ($.01) per Security. ss.8.8 Dividend and Other Distributions. (a) In the event that the Issuer shall at any time prior to the exercise of all Warrants declare a dividend (other then a dividend consisting solely of shares of Common Stock) or otherwise distribute to its stockholders any assets, property, rights, evidences of indebtedness, securities (over than shares of Common Stock), whether issued by the Issuer or by another, or any other thing of value, the Holders of the unexercised Warrants shall thereafter be entitled, in addition to the shares of Common Stock or other securities and property receivable upon the exercise thereof, to receive, upon the exercise of such Warrants, the same property, assets, rights, evidences of indebtedness, securities or any other thing of value that they would have been entitled to receive at the time of such dividend or distribution as if the Warrants had been exercised immediately prior to such dividend or distribution. (b) At the time of any such dividend or distribution, the Issuer shall make appropriate reserves to ensure the timely performance of the provisions of this Subsection 8.2. 9. Exchange and Replacement of Warrant Certificates (a) Each Warrant Certificate is exchangeable without expense, upon the surrender thereof by the registered Holder at the principal executive office of the Issuer, for a new Warrant Certificate of like tenor and date representing in the aggregate the right to purchase the same number of Securities in such denominations as shall be designated by the Holder thereof at the time of such surrender. (b) Upon by the Issuer of evidence reasonably satisfactory to it of loss, theft, destruction or mutilation of any Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to the Issuer of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrants if mutilated, the Issuer will make and deliver a new Warrant Certificate of like tenor, in lieu thereof. 10. Elimination of Fractional Interests. The Issuer shall not be required to issue certificates representing fractions of shares of Common Stock upon the exercise of the Warrants, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or rights. 11. Reservation and Listing of Securities. (a) The Issuer shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock or other securities properties or rights as shall be issuable upon the exercise thereof. (b) The Issuer covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all shares of Common Stock and over securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder. (c) As long as the Warrants shall be outstanding, the Issuer shall use its best efforts to cause all shares of Common Stock issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Common Stock issued to the public in connection herewith may then be listed and/or quoted NASDAQ. 12. Notice to Warrant Holders. (a) Nothing contained in this Agreement shall be consented as conferring upon the Holders the right to vote or to consent or to receive notice as a stockholder in respect of any meetings of stockholders for the election of directors or any other manner, or as having any rights whatsoever as a stockholder of the Issuer. (b) If, however, at any time prior to the expiration of the Warrants and their exercise, any of the following events shall occur: (1) the Issuer shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Issuer; or (2) the Issuer shall offer to all the holders of its Common Stock any additional shares of capital stock of the Issuer or securities convertible into or exchange for shares of capital stock of the Issuer, or any option, right or warrant to subscribe therefor: or (3) a dissolution, liquidation or winding up of the Issuer other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed; then, in any one or more of said events the Issuer shall give notice of such event at last fifteen (15) days prior to the date fixed as a record date or the date of the closing the transfer books for the determination of the stockholders entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. (c) Such notice shall specify such record date or the date of closing the transfer books, as the case may be. (d) Failure to give such notice or any defect herein shall not affect the validity of any action taken in connection win the declaration or payment of any such dividend, or the issuance of any convertible or exchangeable securities, or subscription rights, options or warrants, or any proposed dissolution, liquidation winding up or sale. 13. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed registered or certified mail, return receipt requested: (a) If the Holders, The Yankee Companies, Inc., to 902 Clint Moore Road, 136; Boca Raton, Florida 33487, with a copy to 1941 Southeast 51st Terrace, Ocala, Florida 34471, and as otherwise listed on the books of the Issuer, or (b) If to the Issuer, to the address set forth in Section 3 hereof or to such other address as the Issuer may designate by notice to the Holders. 14. Supplements and Amendments. (a) Except as otherwise expressly provided herein, the provisions of this Agreement may be amended or waived at any time only by the written agreement of the parties hereto. (b) Any waiver, permit, consent or approval of kind or character on the part of each Company or the Holder of any provisions or conditions of this Agreement must be made in writing and shall be effective only in the extent specifically set forth in such writing. 15. Successors. All the covenants and provisions of this Agreement shall be binding upon and inure to the benefit of the Issuer, the Holder and their respective successors and assigns hereunder. 16. Governing Law; Submission to Jurisdiction. (a) This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all the purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws. (b) (1) The Issuer and the Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of Florida or of the United Slates of America for the Southern District of Florida, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. (2) The Issuer, and the Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum. (3) Any such process or summons to be served upon any of the Issuer and the Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, address it at the address as set forth in Section 13 hereof. (4) Such mailing shall deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim. (5) The Issuer and the Holder agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 17. Entire Agreement Modification. This Agreement and the Purchase Agreement (to the extent portions thereof are referred to herein) contain the entire understanding between the parties hereto with respect to the subject matter hereof and may not be modified or amended except by a writing duly signed by the party against whom enforcement of the modification or amendment is sought. 18. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement. 19. Captions. The caption headings of the Sections of this Agreement are for convenience of reference only and are not intended, nor should they be construed as, a part of this Agreement and shall be given no substantive effect. 20. Benefits of this Agreement. Nothing in this Agreement shall be construed to give to any person or corporation over than the Issuer and the Holder any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole and exclusive 'benefit of the Issuer and the Holder. 21. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and, such counterparts shall together constitute but one and the same instrument. * * * In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: /s/ Charles J. Scimeca Charles J. Scimeca, President [CORPORATE SEAL] Dated: November 25, 1998 The Yankee Companies, Inc. - ---------------------------- ____________________________ By: /s/ Leonard M. Tucker Leonard Miles Tucker President [CORPORATE SEAL] Dated: November 25, 1998 EXHIBIT A-1 FORM OF WARRANT CERTIFICATE THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. THE TRANSFERS OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN. EXERCISABLE ON OR BEFORE 5:30 P.M., NEW YORK TIME, ___________ ___, ______ No. SB-1 _________ Warrants Warrant Certificate This Warrant Certificate certifies that The Yankee Companies, Inc., a Florida corporation, or registered assigns, is the registered holder of Warrants to purchase initially, at any time from June 30, 2000, until 5:30 p.m. New York time on ___________ ___, ______ ("Expiration Date") up to _________ fully-paid and non-assessable shares of common stock, $0,01 par value per share ("Common Stock") of AmeriNet Group.com, Inc., a Delaware corporation (the "Issuer"), at an initial exercise price, subject to adjustment in certain events (the "Exercise Price"), of $_____ per share of Common Stock, upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Issuer or by surrender of this Warrant Certificate in lieu of cash payment, but subject to the conditions set forth herein and in the Warrant Agreement dated as of November 25, 1998 between the Issuer and The Yankee Companies, Inc., (the "Warrant Agreement"). Unless the cashless exercise rights set forth in the Warrant Agreement are exercised, payment of the Exercise Price shall be made by certified or official bank check in New York Clearing House funds payable to the order of the Issuer. No Warrant may be exercised after 5:30 p.m. New York time, on the Expiration Date, at which time all Warrants evidenced hereby unless exercised prior thereto, hereby shall thereafter be void. The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, obligations, duties and immunities thereunder of the Issuer and the holders (the words "holders" or "holder" meaning the registered holders or registered holder) of the Warrants. In Witness Whereof, this instrument has been executed by the Issuer, effective as of the * last date set forth below. Signed, Sealed & Delivered In Our Presence AmeriNet Group.com, Inc. - ---------------------------- ____________________________ By: /s/ Charles J. Scimeca Charles J. Scimeca, President [CORPORATE SEAL] Attest: /s/ G. Richard Chamberlin G. Richard Chamberlin, Secretary Dated: November 25, 1998 Equity Growth Systems, Inc. Warrant Exercise Form Date: _________ ___, ____ The Undersigned hereby irrevocably elects to exercise the subject Warrant to the extent of purchasing ___ Shares and: (A) [__] Hereby makes payment of $______, the actual exercise price thereof; or (B) [__] Avails itself of the cashless exercise rights granted herein. INSTRUCTIONS FOR REGISTRATION OF STOCK Please type or print in block letters --------------------- (Name) -------------------------------- -------------------------------- (Address) * * * Signature: _______________________ ASSIGNMENT FORM FOR VALUE RECEIVED, The Yankee Companies, Inc., a Florida corporation, hereby sells, assigns and transfer unto: (Please type or print in block letters) ------------------------------- (Name) ------------------------------- ------------------------------- (Address) the right to purchase Shares represented by this Warrant to the extent of ______ Shares to which the within Warrant relates, and does hereby irrevocably constitute and appoint ________________ attorney, to transfer the same on the books of the Issuer with full power of substitution in the premises. Dated: ____ ___, 199_ Signature: _______________________ Leonard Miles Tucker, President of The Yankee Companies, Inc., a Florida corporation NOTICE: The signatures to this partial assignment of Warrant must correspond with the name as written upon the face of the Warrant in every particular, without alteration or en largement or any change whatever. Signature Guaranteed: IMPORTANT: SIGNATURE MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST COMPANY! EX-10.82 3 exb10-82.txt LETTER OF INTENT Letter of Intent April 27, 2001 Edward C. Dmytryk AmeriNet Group.com, Inc. Crystal Corporate Center 2500 North Military Trail, Suite 225-C Boca Raton, Florida 33431 Re: Proposal to Exchange Shares of Park City Group, Inc. ("PCG") stock for shares of AmeriNet, Inc. ("AmeriNet") Stock Dear Edward: This letter of intent sets forth, in summary form, the terms and conditions under which Riverview Financial Corp. ("Riverview") and Randall K. Fields (collectively and individually, and together with certain other shareholders as may be permitted to join in the transaction, the "Sellers") would exchange shares of PCG stock (the "PCG Shares") held by Sellers, constituting approximately ninety-eight percent (98%) of the PCG stock outstanding, for shares of AmeriNet stock. The proposed terms and conditions are as follows: 1. Share Exchange. The PCG Shares will be exchanged for the number of shares of AmeriNet stock (the "Exchange Shares") so that Sellers will hold 78% ("Sellers' Percentage") of the aggregate AmeriNet stock immediately following the closing, on a fully diluted basis, i.e., taking into account the deemed exercise or conversion of all preferred stock, options, warrants or other rights to acquire AmeriNet common stock immediately prior to closing. The Exchange Shares will be divided between Sellers pro rata in accordance with their respective ownership of the PCG Shares. By way of example, assuming 33,000,000 AmeriNet shares are issued and outstanding immediately prior to closing, the PCG Shares will be exchanged for 117,000,000 shares of AmeriNet stock, which number is determined as follows: Exchange Shares = [AmeriNet Shares Prior to Close] x [(Seller's Percentage1)/(1-Seller's Percentage)] Exchange Shares = [33,000,000] x [(.78)/(1 - .78)] Exchange Shares = 117,000,000 where the Exchange Shares are 78% of the aggregate AmeriNet shares post closing: (150,000,000) / (33,000,000 + 117,000,000) = .78 2. Adjustment to Sellers' Percentage. As provided in Section 4(a), AmeriNet will have not less than $1 million dollars in unrestricted cash at closing. For every additional $1 million dollars (up to a total of $4 million dollars) of unrestricted cash that AmeriNet holds at closing, Sellers' Percentage will be reduced by 4% (up to a total of 16%) 3. Performance Shares. The Sellers will be entitled to receive additional shares of AmeriNet stock (the "Performance Shares") equal to 35% of the aggregate AmeriNet stock immediately following the closing on a fully diluted basis. PCG will be entitled to receive 1/2 of the Performance Shares if PCG and its consolidated subsidiaries have, for the period ending December 31, 2001, consolidated net income before taxes of at least $3 million dollars as shown on its audited financial statements. PCG will be entitled to receive 1/2 of the Performance Shares if PCG and its consolidated subsidiaries have, for the period ending December 31, 2002, consolidated net income before taxes of at least $4.2 million dollars as shown on its audited financial statements. By way of example, if the aggregate AmeriNet shares post closing are 150,000,000 (i.e., 33,000,000 + 117,000,000), the number of Performance Shares will equal 52,500,000 (i.e., .35 x 150,000,000). The Performance Shares will be divided between Sellers pro rata in accordance with their respective ownership of the PCG Shares. 4. Proposed Form of Agreement; Agreed Terms and Conditions. AmeriNet and Sellers intend to negotiate a written definitive agreement, the execution of which would be subject, among other things and to the extent legally required, to the approval of AmeriNet's board of directors and shareholders if required and the approval of Riverview's board of directors, and which would contain agreed representations, warranties, indemnities, conditions and other provisions. Without limiting the foregoing: (a) AmeriNet will have at least $1 million in unrestricted cash at closing; (b) No preferred stock, options, warrants or other rights to acquire AmeriNet preferred or common stock, and no option plans will survive the closing, unless the number of shares issuable on conversion or exercise of such stock, options, warrants or other rights cannot exceed the number that would have been issued if exercised immediately prior to closing; (c) AmeriNet will have no liabilities or obligations which survive the closing; (d) AmeriNet will have completed, at its sole expense, the divestiture of all its subsidiaries and stock in other corporations prior to the closing; (e) AmeriNet will be in compliance with, and the closing of the transaction contemplated by this letter will not result in a violation or breach of, or conflict with, any applicable state and federal laws, rules and regulations or any order, writ, decree, determination or award of any court or other government agency or any provision of any agreement or instrument to which it is a party or by which it is bound; (f) A means of paying the costs and expenses (including legal and accounting fees) in excess of $150,000 of filing and prosecuting the initial registration statement filed for AmeriNet stock subsequent to closing will be provided from funds other than AmeriNet funds, subject to the prior approval by AmeriNet of the engagement letter, which approval will not be unreasonably withheld or delayed; and (g) The transaction will be a tax-free reorganization under the Internal Revenue Code of 1986. The definitive agreement and any other documents, instruments or agreements that may be required to close the proposed transaction will be in form reasonably satisfactory to AmeriNet and its attorney and to Seller and its attorneys. 5. Conditions to Proposed Transaction. The parties do not intend to be bound to any provisions covering the same subject matter as contained in Sections 1, 2 and 3 hereof unless and until the definitive agreement has been executed and delivered. It is expected, however, that if the definitive agreement were successfully negotiated, it would provide that the proposed transaction would be subject to agreed terms and conditions, including, among others, the following: (a) The conditions stated in Section 4 will be true and correct at closing; (b) The satisfactory outcome, in Seller's sole judgment, of its inspection, confirmation and verification of the financial condition, business, properties, assets and operations of AmeriNet; (c) The satisfactory outcome, in AmeriNet's sole judgment, of its inspection, confirmation and verification of the financial condition, business, properties, assets and operations of PCG; (d) The absence of any material adverse change in AmeriNet's financial condition, business, assets, operations and prospects since March 31, 2000 (other than as contemplated by Section 4); (e) The absence of any material adverse change in PCG's financial condition, business, assets, operations and prospects since December 31, 2000 (other than as contemplated by Section 4); (f) The receipt of all necessary consents and approvals of governmental bodies, lenders, lessors and other third parties; and (g) The absence of pending or threatened litigation regarding the definitive agreement or the transactions to be contemplated thereby. 6. Access. Unless and until this Letter of Intent is terminated as provided herein, AmeriNet will provide to Riverview, and Riverview will cause PCG to provide, prompt and complete access to AmeriNet's and PCG's respective facilities, books and records, and will cause AmeriNet's and PCG's directors, officers, employees, attorneys, accountants, consultants, advisers and other agents and representatives to cooperate fully with the PCG and AmeriNet, respectively, in connection with its review of AmeriNet and PCG. 7. Binding Provisions. In consideration of the significant costs to be borne by AmeriNet and Sellers in pursuing this proposed transaction and of their mutual undertakings described herein, the following subsections of this Section 7 (collectively, the "Binding Provisions") will constitute the legally binding and enforceable agreement of AmeriNet and each Seller: (a) AmeriNet and/or its designees will deposit with PCG $100,000.00 as a good faith escrow deposit within 5 business days after receipt of permission to use PCG's audited financials as provided hereafter. Ten business days after payment of the first deposit amount AmeriNet and/or its designees will deposit an additional $100,000 into the escrow with PCG. The deposited monies are immediately returnable at the sole option of AmeriNet and/or its designees upon demand or its designees upon demand or the termination of this letter of intent with no right to set off by either party. Audited financials can and will be released upon approval of both AmeriNet and PCG and or its affiliates. (b) Non-Binding Provisions Not Enforceable. The provisions of Sections 1-6 above do not create or constitute legally binding obligations between AmeriNet and the prospective Sellers and, whether or not the definitive agreement is prepared, authorized, executed, or delivered by the parties, no party will have any liability to any other party to this Letter of Intent based upon, arising from, or relating to those provisions. No prior or subsequent course of conduct or dealing between the parties, oral communications, or other actions not reduced to or reflected in a writing executed by all of the parties will serve to modify this paragraph in any way or cause the non-binding provisions hereof or any provisions covering the same subject matter to become in any sense legally binding and enforceable. (c) All Information Confidential. All information concerning a party provided to the other party, other than publicly available information, will be kept in strict confidence by such other party and will only be used to evaluate the other party in conjunction with this transaction. All documents or other media containing such information will be returned to the appropriate party if a closing of the definitive agreements does not occur. (d) Disclosure. Neither AmeriNet nor Sellers will, and each will direct its agents and representatives not to, directly or indirectly, make any comment, statement, or communication with respect to, or otherwise disclose or permit the disclosure of the status of discussions regarding the proposed transaction between the parties or any of the terms, conditions, or other aspects of the transaction proposed in this Letter, except to such of the agents and representatives of AmeriNet or Sellers, as the case may be, as need to know such information for the purpose of evaluating or otherwise effecting the transactions proposed in this Letter of Intent, and except as required by applicable laws, rules and regulations. must disclose pursuant to SEC reg. FD (e) Costs. AmeriNet and each Seller will be responsible for and bear all of its own costs and expenses incurred at any time in connection with the proposed transaction. Notwithstanding the foregoing, if the proposed transaction closes, AmeriNet will reimburse PCG and Sellers for reasonable legal and accounting expenses incurred in connection with the proposed transaction. (f) Entire Agreement. The Binding Provisions constitute the entire agreement between the parties, superseding all prior oral or written agreements, understandings, representations and warranties, and courses of conduct and dealing between the parties on the subject matter hereof, including, but not limited to, the Letter of Intent executed by AmeriNet on February 27, 2001. Except as otherwise provided herein, the Binding Provisions may be amended or modified only by a writing executed by all of the parties. Provisions from Feb 27, 2001 L.O.I. regarding non circumvention will remain in effect. (g) Governing Law. This letter shall be governed by and construed in accordance with the internal laws of the State of Utah, without regard to conflict of laws principles. (h) Termination. This Letter of Intent may be terminated without liability by either party by giving notice to the other party, with or without reason. Unless sooner terminated or extended in writing, this Letter of Intent will automatically terminate on May 31, 2001. (i) Riverview and/or its affiliates agrees that until the expiration of fifteen (15) months after closing on the reorganization or termination of negotiations therefor, it will not directly or indirectly circumvent AmeriNet and/or its affiliates by engaging in any transaction with any person or legal entity to which it or its principals or advisors have been introduced by AmeriNet or their principals or advisors. Please sign and date this Letter of Intent in the space provided below to confirm the mutual agreements set forth in the Binding Provisions and return a signed copy to the undersigned. [SIGNATURES FOLLOW] Very truly yours, RIVERVIEW FINANCIAL CORP. By: /s/ Randall K. Fields ----------------------------------------- Name: Randall K. Fields Title: President and CEO /s/ Randall K. Fields ----------------------------------------- Randall K. Fields, Individually Acknowledged and agreed as to the Binding Provisions: AMERINET GROUP COM, INC. By: /s/ Ed Dmytryk ---------------------------------------- Name: Ed Dmytryk ---------------------------------------- Title: President, CEO ---------------------------------------- - -------- 1 Expressed as a decimal. EX-10.84 4 exb10-83.txt CONVERTIBLE LOAN AGREEMENT Convertible Loan Agreement This Convertible Loan Agreement (the "Agreement" or the "Convertible Loan Agreement") is entered into by and between The Yankee Companies, Inc., a Florida corporation ("Yankees") and AmeriNet Group.com, Inc., a Delaware corporation ("AmeriNet"; Yankees and AmeriNet being sometimes hereinafter collectively referred to as the "Parties" and each being sometimes hereinafter generically referred to as a "Party"). Preamble: WHEREAS, AmeriNet requires a short term loan of $200,000 for use as a deposit in conjunction with its execution of a letter of intent to acquire 98% or more of the capital stock and securities of Park City Group, Inc., a Delaware corporation headquartered in Park City, Utah; and WHEREAS, AmeriNet is willing to pledge all of its assets, wherever located or whenever acquired, and 20,000,000 shares of its common stock, $0.01 par value, as security for such financing (the "Collateral"); and WHEREAS, subject to the following terms and conditions, Yankees is willing to loan AmeriNet the sum of $200,000, in two installments of $100,000, upon the collateral security of the Collateral, subject to the terms and conditions set forth below: NOW, THEREFORE, in consideration of the sum of $10, other good and valuable consideration, the receipt of which is hereby acknowledged, and, upon the mutual covenants and conditions contained herein, the Parties hereby agree as follows: Witnesseth: 1. DEFINITIONS & INTERPRETATION (a) Definitions: The following terms, whether or not initially capitalized, will have the meanings set forth below: (1) Accredited Investor: A person or entity that meets the asset or income requirements for treatment as an accredited investor specified in Rule 501 of Commission Regulation D promulgated under the Securities Act (2) Affiliate: An entity or person that controls, is controlled by or is under common control with another person. (3) AmeriNet: The term for AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act, and a Party to this Agreement, together with all of its subsidiaries. (4) AmeriNet Financial Statements: Financial statements, including all related schedules and the Notes thereto, of AmeriNet included in AmeriNet's last report filed on Commission Form 10-KSB; the reports on Commission Form 10-QSB filed subsequent thereto and the financial statements for subsidiaries subsequently acquired by AmeriNet included in current reports on Commission Form 8-K filed since the dates of the Subsequent Quarterly Reports (the "Subsequent Current Reports"); all such financial statements being hereinafter collectively and generically referred to as the "AmeriNet Financial Statements," (5) Capital Stock: The generic term used for equity securities, whether common, preferred or otherwise. (6) Collateral: All of AmeriNet's assets, whenever acquired or wherever located, whether real or personal, tangible or intangible, current or inchoate, including, without limitation, 20,000,000 shares of its Common Stock, all capital stock of its subsidiaries, rights under agreements, notes, financial accounts, intellectual property rights, claims, if any, that may arise against PCG pertaining to violations of its obligations to AmeriNet, and, all other things of whatever nature which the Parties may define as Collateral subject to this Agreement in any future agreements. (7) Commission: The United States Securities and Exchange Commission. (8) Code: The Internal Revenue Code of 1986, as amended. (9) Default: The occurrence of any of the following events during the term of this Agreement or any extensions or renewals thereof: (A) The failure of AmeriNet to pay any amount when due hereunder for a period of 5 business days after written notice by Yankees to AmeriNet; (B) The failure by AmeriNet to perform any material agreement or material undertaking under this Agreement or any other material agreement or material document given to evidence or secure any of the Secured Obligations; (C) The material inaccuracy of any warranty, representation, covenant or agreement made by AmeriNet to Yankees under this Agreement relating to any related document or this Agreement, at the time when made; (D) AmeriNet's insolvency, termination of business as a going concern or inability to pay debts generally as they become due; (E) The filing of a petition or order for relief under the bankruptcy laws or insolvency laws or for reorganization, composition, adjustment, or other relief of debtors under any law by or against AmeriNet if such petition is not dismissed within 30 days; (F) The making of an assignment for the benefit of creditors by AmeriNet, or the appointment of a receiver or liquidator for AmeriNet; (G) The order by a court of competent jurisdiction winding up or liquidation of the affairs of AmeriNet; (H) The dissolution of AmeriNet; or (I) The initiation of a claim by any person, juridical entity or governmental instrumentality against AmeriNet or any part of the Collateral; or (J) Any event defined as a default under any of the agreements, Notes or instruments ancillary to this Agreement. (10) Exchange Act: The Securities Exchange Act of 1934, as amended. (11) Exchange Act Reports: All reports filed by AmeriNet with the Commission pursuant to Sections 12(g), 13 and 15(d) of the Exchange Act. (12) GAAP: Generally accepted accounting principles, consistently applied. (13) Initial Funding Installment: The sum of $100,000 payable to the order of PCG, in satisfaction of AmeriNet's deposit obligations under the Letter of Intent with PCG. (14) IRS: The United States Internal Revenue Service. (15) Knowledge: When used to qualify a representation or warranty, the word "knowledge" or any derivations or variations thereof, whether in the form of a word or phrase, will mean knowledge after reasonable inquiry by an executive officer of the legal entity on whose behalf the assertion is made and will include information that such legal entity should have had in the exercise of reasonable diligence. (16) Letter of Intent: The letter of intent between AmeriNet and PCG, a copy of which is annexed hereto and made a part hereof as exhibit 1(a)(16); (17) Loans: The funds advanced by AmeriNet to Yankees from time to time, including all funds heretofore advanced by Yankees to AmeriNet, which are the objects of this Agreement. (18) Material: When used to qualify a representation or warranty, the word "material" or any derivations or variations thereof, whether in the form of a word or phrase, will mean a variance that could have negatively affected a decision by a reasonably prudent person to engage in the transactions contemplated by this Agreement, and will be measured both on the occasion in which such term is referenced as well as on an aggregate basis with other similar matters. (19) NASD: The National Association of Securities Dealers, Inc., a Delaware corporation and self regulatory organization registered with the Commission. (20) Note(s): The convertible negotiable securities in the form of promissory notes issued to evince the Loans, substantially in the form annexed hereto and made a part hereof as exhibit 1(a)(20). (21) Obligations: Yankees rights and AmeriNet's duties under this Agreement and the ancillary instruments referred to herein, including, without limitation, the Note(s) notes to be executed from time to time by AmeriNet in favor of Yankees, as described in this Agreement executed concurrently herewith and incorporated by reference herein, together with all other indebtedness of AmeriNet or its affiliates to Yankees, direct or indirect, primary or secondary, fixed or contingent, or otherwise due or to become due now existing or hereinafter acquired. (22) OTC Bulletin Board: The over the counter electronic securities market operated by the NASD. (23) PCG: Park City Group, Inc., a Delaware corporation headquartered in Park City, Utah. (24) Secured Obligations: All indebtedness and other obligations of AmeriNet to Yankees under or arising out of this Agreement, including any currently outstanding or future loans, or any extensions or renewals thereof. (25) Securities Act: The Securities Act of 1933, as amended. (26) Subsequent Current Reports: AmeriNet's reports on Commission Form 8-K filed after the Subsequent Quarterly Reports but prior to the date of this Agreement. (27) Subsequent Quarterly Reports: AmeriNet's reports on Commission Form 10-QSB for the quarterly periods following AmeriNet's last 10-KSB filed with the Commission. (28) Substantial Compliance: Compliance which the Party for whose benefit or at whose request an act is performed, or for whose benefit or at whose request an act is refrained from could under the circumstances be reasonably expected to accept as full compliance. (29) Tax: For the purposes of this Agreement, a "Tax" or, collectively, "Taxes," means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts. (b) Interpretation (1) When a reference is made in this Agreement to schedules or exhibits, such reference will be to a schedule or exhibit to this Agreement unless otherwise indicated. (2) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." (3) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (4) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (5) All pronouns and any variations thereof will 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) 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. 2. LOANS. Subject to the terms of this Agreement, Yankees agrees to lend AmeriNet, on the terms hereof, the sum of $200,000 for a period ending on or before May 31, 2001 (the "Loan(s)"), as follows: (a) The obligations of Yankees to loan funds to AmeriNet shall commence on the date hereof and expire on May 31, 2001, at which time all outstanding loans hereunder must be repaid, together with accrued interest; however, all outstanding obligations under this Agreement shall be accelerated in the event that AmeriNet or any corporate entity with which AmeriNet becomes subject to a reorganization under Section 368 of the Code, completes a public offering of its securities yielding at least $2,000,000 in net proceeds, or, terminates the Letter of Intent with PCG. (b) Loans hereunder will be made in $100,000 increments, and each loan will be represented by its own separate negotiable Note and security agreement. (c) Each Note shall be: (1) For a term ending on May 31, 2001; shall bear interest at the annualized rate of 2% over the prime rate charged during the subject period by Chase Manhattan Bank, N.A. (New York City) to its most favored corporate borrowers for unsecured obligations having a term of one year or less; and shall be payable in one balloon installment, at maturity (May 31, 2001); (2) Secured by a security interest in all of AmeriNet's assets, including after acquired assets. (d) AmeriNet shall be directly responsible for payment of all taxes, fees and recording costs associated with the Loans, the hereinafter described Notes, required stock transfers, UCC-1 financing statement, security agreements and collateral assignments. (e) This Agreement is being executed simultaneously with a Security Agreement, a UCC Form One, and a Note the terms and conditions of which are all hereby incorporated by reference herein. 3. TERM. (a) This Agreement shall commence on the date Yankees provides funding on the first Loan following this Agreement's execution and shall terminate on the earlier of: (1) The date on which AmeriNet first fully and completely discharges all obligations to Yankees under this Agreement; or (2) The termination of the PCG Letter of Intent. (3) The acquisition of PCG by AmeriNet; or (4) May 31, 2001. (b) Notwithstanding the foregoing, Yankees may terminate this Agreement and accelerate all of AmeriNet's obligations hereunder at any time that a Default hereunder by AmeriNet takes place. 4. RIGHT OF FIRST REFUSAL (a) Throughout the term of this Agreement and any renewals thereof, Yankees shall have a right of first refusal to provide any debt or debt-equity hybrid financing required by AmeriNet and its subsidiaries (the "Right of First Refusal"). (b) In the event that AmeriNet has a definite opportunity to obtain financing from some person or entity other than Yankees, it shall reduce such offer to written form specifying each and every applicable term and identifying the person or entity involved (the "Notice of Offer") and shall provide the Notice of Offer to Yankees in the manner generally hereinafter provided for submission of notices. (c) Within ten business days following receipt of a Notice of Offer, Yankees shall, by written response to AmeriNet in the manner generally hereinafter provided for submission of notices either: (1) Consent to the proposed funding; (2) Request additional data which AmeriNet shall immediately provide; or (3) Agree to provide the funding on the terms contained in the Notice of Offer. (d) In the event that Yankees demands additional data, the ten business day response period shall not commence until Yankees is provided with the required data. (e) If Yankees has been provided with all required data but has not responded to the Notice of Offer within the ten business days response period, it shall be presumed that Yankees has consented to the funding; however, no consent to funding or presumed consent to funding shall result in the waiver of Yankees' Right of First Refusal to provide any future funding. (f) In the event that the terms of the proposed funding vary in any material manner from the terms described in the Notice of Offer, then any consent or presumed consent shall be deemed void and AmeriNet will be required to notify Yankees of such change and resubmit the Notice of Offer to Yankees, on the revised basis. 5. CONDITIONS PRECEDENT. The obligation of Yankees to make the Loan shall be subject to the following conditions: (a) There shall have occurred no material adverse change in the business or the financial condition of AmeriNet since the date of the latest financial information filed by AmeriNet with the Commission, copies of which shall be contemporaneously furnished by AmeriNet to Yankees; (b) All acts, conditions and things (including, without limitation, the obtaining of any necessary regulatory approvals and the making of any required filings, recordings or registrations) required to be done or performed and to have happened precedent to the execution, delivery and performance of this Agreement and the related security agreements, collateral assignments and Notes shall have been done and performed to the satisfaction of Yankees and its legal counsel; (c) All corporate, and legal proceedings and all documents and instruments in connection with the authorization of this Agreement and the related security agreements, collateral assignments and Notes and all related instruments and ancillary documentation thereto shall have been delivered to Yankees and its legal counsel and Yankees shall have received all information and copies of all other related documents and instruments, including records of corporate proceedings, which Yankees and its legal counsel may reasonably have requested in connection therewith, such documents and instruments, where appropriate, to be certified by proper corporate, or governmental authorities; (d) Yankees shall have received the duly executed originals of this Agreement and the related security agreements, collateral assignments and Notes and all related ancillary documentation thereto and copies or originals of all other documents, agreements and instruments relating to any aspect of the transactions contemplated hereby, including evidence of insurance coverage required by Yankees; and (e) Yankees shall have received, in form and substance satisfactory to Yankees and its legal counsel, such legal opinions, consents, and/or additional documents relating to any of the foregoing which it may reasonably require. 6. MANDATORY PREPAYMENT IN THE EVENT OF LOSS; LOAN REPAYMENT. (a) AmeriNet shall keep all of the Collateral (as that term is defined hereinafter and from time to time in documents entered into by the Parties) fully insured under all risk insurance policies acceptable in form and substance to Yankees, such insurance to be in an amount adequate to fully replace all the Collateral in the event of its damage or loss. (b) In the event that the Collateral shall be lost, stolen, destroyed, damaged beyond repair or rendered permanently unfit for normal use, or in the event of any condemnation, confiscation, seizure, or requisition of title to or use of the Collateral, AmeriNet agrees to make available any insurance proceeds for the exclusive purpose of replacing the Collateral. (c) If, however, AmeriNet elects not to repair or replace the Collateral within 30 days of AmeriNet's receipt of the insurance proceeds, all insurance proceeds shall be applied to a then mandatory prepayment of the Secured Obligations (as such term is defined in Section 9 hereof) by paying in full an amount determined by: (1) Obtaining a fraction, the numerator of which will be the total number of payments remaining due on the Note unpaid after such prepayment is made (including the payment, if any, due on the date on which prepayment is made) multiplied by the actual dollar amount of each payment due and the denominator of which shall be the total number of payments required to be paid under the Note, multiplied by the actual dollar amount of each payment due under the Note; (2) Multiplying the resultant fraction by 10%; (3) Multiplying the resulting percentage by the outstanding balance due on the Note on the date of such prepayment; (4) Adding the resulting dollar amount to the outstanding balance then due on the Note (such aggregate sum being the mandatory prepayment required to be paid hereunder). (d) Notwithstanding the foregoing, Yankees shall be named as the primary beneficiary on all insurance policies carried by AmeriNet which directly, indirectly or incidentally cover the Collateral. 7. PLACE OF PAYMENTS. Payment of principal, interest and other sums due or to become due with respect to the Loan and all the Secured Obligations are to be made at the principal executive offices of Yankees, or such other place as Yankees shall designate to AmeriNet in writing, in lawful money of the United States of America in immediately available funds. 8. LATE PAYMENTS & OTHER CHARGES. (a) If any installment or other amount due with respect to the repayment of the Loan or any portion of the Secured Obligations is not paid when the same shall be due, AmeriNet will pay interest on any such overdue amount at the highest rate permitted by law until the date such amount is paid. (b) AmeriNet shall pay or cause to be paid, in addition to all other amounts payable hereunder: (1) Premiums for insurance required to be obtained in connection with the Loan and the Collateral; (2) Fees paid for filing documents in public offices in connection with the Loan and the transactions contemplated hereby; and (3) Actual expenditures, including reasonable attorney's fees, for proceedings to collect the Secured Obligations or to enforce, preserve and protect the Collateral (as such term is defined herein) and the rights and interest of Yankees therein. 9. ASSIGNMENT, GRANT OF SECURITY INTEREST. As collateral security for the payment of the Secured Obligations, AmeriNet, for the benefit and enforcement of its payment of the Secured Obligations, hereby sells, assigns, and transfers to Yankees, its successors and assigns, and grants to Yankees, a continuing first priority security interest in and to all of its present and future right, title and interest in and to all of its unissued and treasury securities, securities in other corporations (including subsidiaries), assets, receivables, chattel paper and all cash and non-cash proceeds (including proceeds of insurance), subject only to the prior liens reflected in exhibit 2.1(c)(2). 10. RIGHTS AND POWERS WITH RESPECT TO THE COLLATERAL. AmeriNet hereby authorizes Yankees to do every act and thing in the name of AmeriNet or Yankees or otherwise which Yankees may deem advisable to enforce effectively its rights and interest in and to the Collateral and AmeriNet hereby irrevocably appoints Yankees, with full power of substitution and delegation, as its true and lawful attorney-in-fact, with full right to demand, enforce, collect, receive, receipt and give releases for any funds due or to become due under or arising out of or with respect to, any of the Collateral and to endorse all deeds, notes, receipts, checks, stock certificates and other instruments, and to do and take all such other actions relating to any of the Collateral, to file any claims or institute any proceedings with respect to any of the foregoing which Yankees deems necessary to advisable and to compromise any such demand, claim or action. 11. ASSIGNMENTS, ENCUMBRANCES, TRANSFERS. (a) AmeriNet will not, without the prior consent of Yankees, assign or transfer any of its rights or delegate any of its obligations with respect to this Agreement or sell, dispose or otherwise grant any interest in or to any of the Collateral, incur or suffer to exist any lien, charge, mortgage, security interest or encumbrances upon any of the Collateral, except the lien of Yankees created by this Agreement. (b) In the event of any conveyance, foreclosure or other disposition of the Collateral without Yankees's consent, then the entire principal balance, together with all accrued interest shall be immediately due and payable. 12. ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES. AmeriNet acknowledges, represents and warrants that: (a) As of the date of this Agreement, AmeriNet is not insolvent within the meaning of applicable state and federal laws dealing with debtors and creditors, including, without limitation, the Federal Bankruptcy Code; (b) AmeriNet is a Delaware corporation duly organized and validly existing in good standing under the laws of the State of Delaware, all of its subsidiaries are duly organized, validly existing and in good standing under the laws of their respective states of organization, AmeriNet and all of its subsidiaries are qualified to engage in business in all jurisdictions where such qualification is required and AmeriNet has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby; (c) This Agreement and the related security agreements, collateral assignments and Notes provided for herein have been duly authorized by all necessary corporate action and hereby and thereby constitute the legal, valid and binding obligations of AmeriNet enforceable in accordance with their respective terms; (d) The making and performance by AmeriNet of this Agreement and the related security agreements, collateral assignments, Notes and any related documents and the transactions contemplated hereby and thereby do not contravene any provisions of law applicable to AmeriNet and do not conflict or are not inconsistent with, and will not result (with or without the giving of notice or both) in a breach of or constitute a default or require any consent under, or result in the creation of any lien, charge or encumbrance upon the Collateral pursuant to the terms of any credit agreement, indenture, mortgage, purchase agreement, deed of trust, security agreement, lease guarantee or other instrument to which AmeriNet is a party or by which AmeriNet or its assets may be bound or to which its properties may be subject; (e) All sales, use, property or other taxes, licenses, tolls, inspection or other fees, bonds, permits or certificates which were or may be required to be paid or obtained in connection with the acquisition or ownership by AmeriNet of the Collateral will have been, or when due will be, paid in full or obtained; (f) AmeriNet has good, valid and marketable title to the Collateral free and clear of all liens, claims and encumbrances, except as specifically disclosed in exhibit 2.1(c)(2), if any; (g) Concurrently with or prior to the time the initial Loan is made, Yankees will have a perfected continuing first priority security interest in and to all the Collateral, except as specifically disclosed in exhibit 2.1(c)(2), if any; and (h) AmeriNet has not entered into any understanding or agreement, (oral or in writing) relating to the transactions contemplated herein, or any other transactions contemplated or permitted by this Agreement, with any person or entity which understanding, agreement or other writing would, in the reasonable determination of Yankees, affect the Collateral in any manner whatsoever or any of the rights or interests of Yankees with respect thereto. 13. DEFAULT; REMEDIES. (a) If a Default occurs under this Agreement, Yankees may accelerate the full amount of the then outstanding Secured Obligations (in which event such amount will become immediately due and payable by AmeriNet) without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and, if not paid in full within 10 business days thereafter, Yankees shall, at its election, become vested with the Collateral in fee simple absolute, without further action or legal recourse, this Section being deemed a full warranty bill of sale absolute with reference to the Collateral. (c) In the event that for any reason Yankees is not in possession or control of any of the Collateral, or disclaims its right to assume ownership thereof because of public policies or otherwise, then, Yankees may pursue all of the rights and remedies with respect to the Collateral accruing to Yankees hereunder or by operation of law as a secured creditor under the Uniform Commercial Code or other applicable law and all such available rights and remedies, to the full extent permitted by the law, shall be cumulative and not exclusive. 14. APPLICATION OF PROCEEDS. In the event that Yankees is unable or unwilling to take possession of all the Collateral in the event of a Default, then, upon enforcement of this Agreement, all funds received upon the foreclosure and liquidation of the Collateral shall be applied by Yankees in the following order: (a) To the payment of all costs, expenses, liabilities and compensation of Yankees (including fees and expenses of its agents and legal counsel) incurred or accrued in connection with any action or proceeding brought by Yankees or in connection with the maintenance , sale or other disposition of the Collateral or any portion thereof; (b) To the payments of all interest then due and payable on the Loans; (c) To the payments of all principal then due and payable on the Loans; (d) To the payment of all other obligations to Yankees; (e) To the payment of all other Secured Obligations; (f) To the payment of any surplus then remaining to AmeriNet or other person legally entitled thereto. 15. RECEIPT OF FUNDS BY AMERINET. Notwithstanding the granting to Yankees of a first priority security interest in and to the Collateral, if, at any time while the Secured Obligations remain unsatisfied, AmeriNet shall receive any amount representing funds due, or proceeds of, any of the Collateral, such sums shall be held by AmeriNet in trust for Yankees and shall be immediately paid by AmeriNet to Yankees in the form so received, together with any necessary endorsement thereon. 16. FURTHER ASSURANCES. AmeriNet agrees to execute and deliver to Yankees, or cause to be executed and delivered to Yankees, such further instruments and documents as may be reasonably requested by Yankees to carry out fully the intent and accomplish the purposes of this Agreement, and the transactions referred to herein and therein, and to protect and maintain the first priority security interest of Yankees in and to the Collateral or the immediate conveyance of the Collateral to Yankees in the event of a default hereunder. 17. FINANCIALS. AmeriNet hereby represents, warrants, and covenants to Yankees that it will cause to be delivered to Yankees as soon as practicable, but in any event within 90 days after the end of each fiscal year, statements of earnings and retained earnings and changes in its financial position for such year, and its balance sheet at the end to such fiscal year, setting forth in each case in comparative form the corresponding figures of the previous annual audit, all in reasonable detail and certified by, and accompanied by a report or opinion of, independent certified public accountants of recognized standing acceptable to Yankees, and (b) within 45 days after the end of each fiscal quarter, its statements of earnings and retained earnings and changes in financial position for such fiscal quarter, and its balance sheet at the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures of the previous quarterly audit, all in reasonable detail and prepared in accordance with generally accepted accounting principles, consistently applied, and certified by AmeriNet's Chief Financial Officer. 18. DISPUTE RESOLUTION. (a) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder will, to the extent legally permitted, be held in Marion County, Florida, and the prevailing Party will be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not any formal proceedings are initiated. (b) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute will, at the request of any Party, be exclusively resolved through the following procedures: (1) (A) First, the issue will be submitted to mediation before a mediation service in Marion County, Florida to be selected by lot from six alternatives to be provided, three by AmeriNet and three by Yankees. (B) The mediation efforts will 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 will submit the dispute to binding arbitration before an arbitration service located in Marion County, Florida to be selected by lot, from six alternatives to be provided, three by AmeriNet and three by Yankees. (3) (A) Expenses of mediation will be borne equally by the Parties, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration will 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 will be borne equally by the Parties involved. (c) Jurisdiction. (1) AmeriNet irrevocably consents to service of any summons and/or legal process by registered or certified United States air mail, postage prepaid, to AmeriNet at the address set forth in Section 18(b) hereof, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. (2) Nothing in this Agreement shall affect the right to service of process in any other manner permitted by law or limit the right of Yankees to bring actions, suits or proceedings in the courts of any other jurisdiction. (3) AmeriNet further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of AmeriNet's liability. 18. MISCELLANEOUS. (a) No Waiver; Cumulative Remedies. (1) No failure or delay on the part of Yankees in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. (2) No right or remedy in this Agreement is intended to be exclusive but each shall be cumulative and in addition to any given Yankees at law or in equity; and the exercise by Yankees of any one or more of such remedies shall not preclude the simultaneous or later exercise by Yankees of any or all such other remedies. (3) No express or implied waiver by Yankees of any future or subsequent Default. (4) To the extent permitted by law, AmeriNet waives any rights now or hereafter conferred by statute or otherwise which limit or modify any of Yankees's rights or remedies under this Agreement. (b) Notices. (1) All notices, requests and demands to or upon any party hereto shall be deemed to have been duly given or made when deposited in the United States mail, first class postage prepaid, addressed to such party at such address as may be hereafter designated in writing by such party to the other party hereto. (2) Notices will initially be addressed as follows: (A) To AmeriNet: AmeriNet Group.com, Inc. Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Attention: Edward C. Dmytryk, President Telephone (561) 998-3435, Fax (561) 998-4635; and, e-mail Edmytryk@amerinetgroup.com. (B) To Yankees: The Yankee Companies, Inc. Crystal Corporate Center; 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431 Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail Lenny@yankeecompanies.com; (3) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (4) (A) The Parties acknowledge that Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (B) Because of the inherent conflict of interests involved, Yankees has advised AmeriNet to retain independent legal counsel to review this Agreement and its exhibits and incorporated materials on its behalf. (C) The decision by any Party not to use the services of legal counsel in conjunction with this transaction will be solely at its own risk, each Party acknowledging that applicable rules of the Florida Bar prevent Yankees' general counsel, who has reviewed, approved and caused modifications on behalf of Yankees, from representing anyone other than Yankees in this transaction. (D) This Agreement shall not be construed more strictly against Yankees nor will it be interpreted in any manner based on the fact that it was authored by Yankees. (c) Payment of Expenses and Taxes; Performance by Yankees of AmeriNet's Obligations. (1) AmeriNet agrees, whether or not the transactions contemplated by this Agreement shall be consummated, to pay (A) All costs and expenses of Yankees in connection with the negotiation, preparation, execution and delivery of this Agreement, and the other documents relating hereto; (B) All fees and taxes in connection with the recording of this Agreement or any other document or instrument required hereby; and (C) All costs and expenses of Yankees in connection with the enforcement of this Agreement including all legal fees and disbursements arising in connection therewith. (2) AmeriNet agrees to pay, and to indemnify and hold Yankees harmless from any delay in paying, all taxes, including without limitation, sales, use, stamp and personal property taxes (other than any corporate income, capital, franchise or similar taxes payable by Yankees with respect to the payments made to Yankees hereunder or thereunder) and all license, filing, and registration fees and assessments and other charges, if any, which may be payable in connection with the execution, delivery and performance of this Agreement, or any modification thereof. (3) If AmeriNet fails to perform or comply with any of its agreements contained herein and Yankees shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Yankees incurred in connection with such performance or compliance, together with interest thereon at the rate provided for in the Notes shall be payable by AmeriNet to Yankees on demand and until such payment shall constitute part of the Secured Obligations secured hereby. (d) Survival of Representations and Warranties. All representations and warranties made in this Agreement and any documents delivered pursuant hereto or thereto shall survive the execution and delivery of this Agreement and the making of the Loans hereunder. (e) Amendments. Neither this Agreement, nor any instruments related thereto, may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Party against whom enforcement of a change, waiver, discharge or termination is sought. (f) Counterparts & Facsimile Execution. (1) This Agreement may be executed by the Parties hereto on any number of separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. (2) Execution by original signature on a document delivered to a Party through facsimile transmission shall be deemed full execution for all purposes by the Party executing and transmitting such document. (g) Headings. The headings of the Sections and Paragraphs are for convenience only, are not part of this Agreement and shall not be deemed to effect the meaning or construction of any of the provisions hereof. (h) Successors or Assigns. This Agreement shall be binding upon and inure to the benefit of AmeriNet and Yankees and their respective successors and assigns, except that AmeriNet may not assign or transfer its rights or obligations hereunder or any interest herein without the prior written consent of Yankees. (i) Governing Law This Agreement shall be governed by, and construed and interpreted in accordance with the laws of State of Delaware, other than its rules pertaining to conflicts of laws. (j) Severability & Reconstruction. (1) If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. (2) In the event any provision in this Agreement or related instruments is found to be unenforceable, the Parties hereby request that the Court interpreting such provision restructure it in the manner consistent with applicable law most closely meeting the intent of the Parties, as reflected hereby. (k) 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. (j) License. (1) This Agreement is the property of Yankees. (2) The use hereof by the Parties is authorized hereby solely for purposes of this transaction and, the use of this form of agreement or of any derivation thereof without Yankees's prior written permission is prohibited. In Witness Whereof, the Parties have caused this Agreement to be executed on their behalf by their duly authorized representatives as of the day last set forth below. Signed, Sealed and Delivered In Our Presence AmeriNet Group.com, Inc. - ------------------------------- _______________________________ By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President [Corporate Seal] Dated: May 7, 2001 Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: BEFORE ME, an officer duly authorized to administer oaths, did personally appear on this 7th day of May, 2001, Edward C. Dmytryk and Vanessa H. Lindsey, known to me who, being duly sworn, did state that they are the duly elected and serving president and secretary of AmeriNet Group.com, Inc., a Delaware corporation ("AmeriNet"), and that pursuant to authority duly delegated by its board of directors, they executed the foregoing Agreement on behalf of AmeriNet, effective as of the date set forth therein. My commission expires: [NOTARIAL SEAL] /s/ Sally Ann Stroberg Notary Public The Yankee Companies, Inc. - ------------------------------- _______________________________ By: /s/ Leonard M. Tucker Leonard Miles Tucker, President [Corporate Seal] Dated: May 7, 2001 Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: BEFORE ME, an officer duly authorized to administer oaths, did personally appear on this 7th day of May, 2001, Leonard Miles Tucker and Vanessa H. Lindsey, known to me who, being duly sworn, did state that they are the duly elected and serving president and secretary of The Yankee Companies, Inc., a Florida corporation ("Yankees"), and that pursuant to authority duly delegated by its board of directors, they executed the foregoing Agreement on behalf of Yankees, effective as of the date set forth therein. My commission expires: [NOTARIAL SEAL] /s/ Charles J. Scimeca Notary Public Security Agreement THIS SECURITY AGREEMENT (the "Agreement") is entered into by and between The Yankee Companies, Inc., a Florida corporation ("Yankees") and AmeriNet Group.com, Inc., a Delaware corporation ("AmeriNet"; Yankees and AmeriNet being sometimes hereinafter collectively referred to as the "Parties" and each being sometimes hereinafter generically referred to as a "Party"). Witnesseth In consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration given by Yankees to AmeriNet, and for other value received by AmeriNet; the Parties, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS: The definitions and rules of constructions contained in Section 1 of the Convertible Loan Agreement executed by the Parties concurrently herewith (the "Convertible Loan Agreement") are hereby incorporated by reference. 2. ASSIGNMENT OF COLLATERAL: (a) As security for the payment of the Obligations and all Loans and advances heretofore made, made concurrently with the execution of the Convertible Loan Agreement or made in the future made by Yankees to AmeriNet and for all AmeriNet's liabilities to Yankees, including any extensions, renewals or changes in form of any thereof, AmeriNet hereby assigns to Yankees and grants to Yankees a security interest under the Uniform Commercial Code in the Collateral. (b) The Collateral shall be deemed to have been constructively delivered by AmeriNet to Yankees immediately following execution of this Agreement and shall be deemed to remain in the possession of AmeriNet, as trustee for Yankees, for so long as any obligations of AmeriNet to Yankees remain unfulfilled; provided, however, that, if AmeriNet defaults in its obligations to Yankees, then at Yankees sole option and without any required further action or legal process by Yankees, all of the Collateral shall become the sole and exclusive property of Yankees, this Section being deemed a full warranty bill of sale, deed and securities power separate from certificate for all of the Collateral. 3. RESTRAINT: So long as any Liability to Yankees is outstanding, AmeriNet will not without prior written consent of Yankees borrow from anyone on the security of, or pledge, or grant any security interest in, any Collateral, or permit any lien or encumbrance to attach to any of the foregoing, or any levy to be made thereon, or any financing statement to be on file with respect thereto. 4. OFFICE: (a) AmeriNet represents that its principal place of business is at Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431. (b) AmeriNet will immediately advise Yankees in writing of the opening of any new place of business or the closing of its existing places of business, and of any changes in the location of the place where any new Collateral not in the possession of Yankees is kept or where AmeriNet's records concerning the Collateral are kept. 5. DOCUMENTS: AmeriNet will promptly: (a) Join with Yankees in executing a financing statement and pay the cost of filing the same in any public office deemed advisable by Yankees; (b) Execute and deliver to Yankees upon demand such additional assurances and instruments as may be required by Yankees to maintain the security of Yankees in good standing and effectuate the intent of this Agreement, including additional security agreements on a Loan by Loan basis; and (c) In the event of Default either of the terms hereof, or as enumerated in the Convertible Loan Agreement or in the Notes, execute all such documents and do all such acts necessary to have the Collateral transferred into the name of Yankees as Yankees shall request. 6. INDEMNIFICATION: AmeriNet hereby indemnifies and holds harmless Yankees for all loss, cost, expense or damage resulting from AmeriNet's Default under this Agreement. 7. INSURANCE: (a) AmeriNet shall keep all Collateral insured under policies of all-risk insurance (which shall include, but not be limited to, fire, extended coverage and vandalism) placed with companies and agents approved by Yankees and such insurance shall be carried in amounts which Yankees may deem sufficient for its complete protection, but in no event less than the greater of (i) the aggregate principal sum of the Liabilities or (ii) the aggregate replacement value of the Collateral. (b) (1) The premiums for all such insurance shall be paid by AmeriNet not later than fifteen (15) days before the same are due. (2) The original certificates of such policy or policies shall be delivered to and held by Yankees and shall be made payable to Yankees In the event any sum of money becomes payable under such policy or policies, Yankees shall have the option to receive and apply the same on account of the indebtedness hereby secured against payments of principal in the inverse order of their maturity, or to permit AmeriNet to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity, lien or right under and by virtue of this Agreement. (3) The placing of such insurance and the paying of the premium of such insurance, or any part thereof, by Yankees shall not be deemed to waive or affect any right of Yankees hereunder. (c) (1) If Yankees acquires title to the Collateral, any unearned premiums on any hazard insurance covering the Collateral and held by Yankees are hereby assigned to and shall belong to Yankees. (2) If at any time during the term of this Agreement any insurance policies shall be canceled and returned premiums become available (excluding return of premium in whole on or before such time as a new fully paid insurance policy is issued in accordance with the terms of this Agreement), these returned premiums shall belong to Yankees and, at the option of Yankees, may be credited by Yankees against the Liabilities secured hereunder. (d) Any rights of Yankees to any insurance proceeds shall in no way be affected or impaired by reason of the fact that Yankees may have exercised any remedy available to Yankees In the event any losses shall be payable on any insurance policies covering the Collateral, AmeriNet and all successors in title and all persons now or hereafter holding inferior liens on such damaged and/or destroyed property hereby appoint Yankees agent and attorney-in-fact to endorse such proceeds, checks(s) or drafts(s) for the purpose, at the option of Yankees, of applying them against the Liabilities. 8. COVENANTS: AmeriNet covenants and agrees that it shall: (a) (1) Receive as the sole property of Yankees and hold as trustee for Yankees all funds, checks, notes, drafts, and other property ("Items of Payment") representing the proceeds of any Collateral in which Yankees has a security interest, which come into the possession of AmeriNet; (2) Deposit all such items of payment immediately in the exact form received in a special account of AmeriNet in a federally insured, state or federal savings and loan association or commercial bank ("Bank") entitled "Cash Collateral Account;" and (3) Execute such documents and do such acts as Yankees may require to insure that Yankees shall have a perfected security interest in such Cash Collateral Account to additionally secure all AmeriNet's Liabilities; provided, however, that AmeriNet shall have the right to use all or a portion of the Cash Collateral Account to purchase new Collateral of like kind and quality free and clear of all liens; (b) Furnish a landlord's waiver of lien where AmeriNet is a tenant in possession of leased premises, in form acceptable to Yankees wherein landlord waives its lien for rent and all claims and demands of every kind against AmeriNet's Collateral and authorizes Yankees to enter upon the leased premises for the purpose of enabling Yankees to take possession of AmeriNet's Collateral, pursuant to the terms of this Agreement; (c) (1) Make all payments of taxes, including but not limited to assessments, levies, liabilities, obligations and encumbrances of every nature upon the Collateral before same become delinquent; (2) AmeriNet shall deliver to Yankees receipts evidencing the payment of said taxes, assessments, levies, liabilities, obligations, and encumbrances immediately on the payment thereof as required in this Section. (3) In default thereof, Yankees may at any time pay the same without waiving or affecting any rights hereunder and every payment so made shall bear interest from the date hereof at the highest rate permitted by law; (d) Pay on demand any cost, charge and expense, including reasonable attorneys' fees through all trial and appellate levels, incurred or paid at any time by Yankees arising out of the failure of AmeriNet to perform timely and comply with and abide by any of the stipulations, agreements, conditions and covenants of the Agreement and every such payment after the same becomes due shall bear interest from date at the highest rate permitted by law; (e) Keep adequate records and books of account on accordance with generally accepted accounting principles with respect to AmeriNet's business and will permit Yankees, its agents, accountants and attorneys to visit and inspect the Collateral and examine its records and books of account and to discuss its affairs, finances and accounts with Yankees, at such reasonable times during normal business hours, as may be requested by Yankees upon twenty-four (24) hours notice; (f) Keep the Collateral in good repair and operating order. 9. NO EXEMPTION: AmeriNet hereby declares that the Collateral forms no part of any property owned, used or claimed by AmeriNet as exempted from forced sale under the laws of any state and disclaims, waives and renounces all and every claim to exemption under any homestead exemption. 10. CONVEYANCE: (a) The sale, lease, transfer or other conveyance of the Collateral or any part thereof to another party or parties without the prior written consent of Yankees, shall at Yankees's option, constitute a default under this Agreement. No Collateral shall be removed, demolished or substantially altered, nor shall any Collateral be removed without the prior written consent of Yankees. (b) In the event that AmeriNet is in possession of any of the Collateral, for whatever purpose or reason, upon the failure of AmeriNet to keep such Collateral in good condition or repair, Yankees may at its option, make such repairs, and any such sums expended by Yankees shall be immediately due and payable and shall bear interest from the date thereof at the highest rate permitted by law. 11. ENCUMBRANCES: The encumbrance of the Collateral in any manner, including, without limitation, the obtaining by AmeriNet or its successors or assigns of any additional financing secured by any part of the Collateral, without the prior written consent of Yankees (which consent shall be either granted or withheld in Yankees's sole and unfettered discretion) shall constitute a Default under this Agreement. 12. LAWFUL PURPOSE: To the extent that it is in possession of any of the Collateral, AmeriNet shall not use the Collateral or allow the same to be used for any unlawful purpose or in violation of any law, ordinance or regulation now or hereafter covering or affecting the use thereof. 13. DEFAULT: The default provisions of the Convertible Loan Agreement, the Notes and of the other agreements pertaining to this transaction executed concurrently herewith or hereafter pursuant to the terms of the Convertible Loan Agreement are hereby, herein incorporated by reference. 14. OTHER ACTIONS: (a) In the event AmeriNet fails to pay any charges or obligations required to be paid or perform any acts required to be performed by AmeriNet hereunder within the time set forth for such payment or performance, Yankees shall have the right to pay such charge or obligation and perform such act without waiving or affecting the option of Yankees to consider this Agreement in Default. (b) All funds advanced by Yankees pursuant to this Section shall be deemed additional funds owed by AmeriNet to Yankees, shall be payable with interest from the date of advance thereof at the highest rate permitted by law, upon demand of Yankees thereof and shall be secured by the lien of this Agreement. (c) If any action or proceeding shall be commenced by any person to which action or proceeding Yankees is made a party, or in which it shall become necessary to defend or uphold the lien of this Agreement, all sums paid by Yankees for the expenses of any such litigation (including reasonable attorney's fees through all trial and appellate levels) shall be paid by AmeriNet to Yankees together with interest thereon at the highest rate permitted by law. 15. COSTS: AmeriNet shall pay to Yankees all lawful charges and disbursements, including attorneys' fees through all negotiations, administrative, trial and appellate levels incurred by Yankees in connection with the protecting or enforcing the rights of Yankees hereunder and all such sums shall be secured by the lien of this Agreement. 16. WAIVER: (a) AmeriNet waives notice of non-payment and protest of all commercial paper, including, but not limited to the liabilities at any time held by Yankees on which AmeriNet is in any way liable. (b) (1) No waiver by Yankees of any default shall operate as a waiver of any other default or of the same default on a future occasion. (2) No delay or omission on the part of Yankees in exercising any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Yankees of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. (3) Time is of the essence of this Agreement. (4) The provisions of this Agreement are cumulative and in addition to the provisions of any remedy under any Note or other writing evidencing any liability secured hereby. (c) AmeriNet releases Yankees from all claims for loss or damage caused by any failure to protect the Collateral or by any act or omission on the part of Yankees, its officers, agents and employees, except willful misconduct. 17. MISCELLANEOUS: The miscellaneous provisions of the Convertible Loan Agreement are hereby incorporated by reference. In Witness Whereof, the Parties have caused this Agreement to be executed on their behalf by their duly authorized representatives as of the day last set forth below. Signed, Sealed and Delivered In Our Presence AmeriNet Group.com, Inc. - ------------------------------- _______________________________ By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President [Corporate Seal] Dated: May 7, 2001 Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: BEFORE ME, an officer duly authorized to administer oaths, did personally appear on this 7th day of May, 2001, Edward C. Dmytryk and Vanessa H. Lindsey, known to me who, being duly sworn, did state that they are the duly elected and serving president and secretary of AmeriNet Group.com, Inc., a Delaware corporation ("AmeriNet"), and that pursuant to authority duly delegated by its board of directors, they executed the foregoing Agreement on behalf of Yankees, effective as of the date set forth therein. My commission expires: [NOTARIAL SEAL] /s/ Sally Ann Stroberg Notary Public The Yankee Companies, Inc. - ------------------------------- _______________________________ By: _____________________________ Leonard Miles Tucker, President [Corporate Seal] Dated: May 7, 2001 Attest: _______________________________ Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: BEFORE ME, an officer duly authorized to administer oaths, did personally appear on this 7th day of May, 2001, Leonard Miles Tucker and Vanessa H. Lindsey, known to me who, being duly sworn, did state that they are the duly elected and serving president and secretary of The Yankee Companies, Inc., a Florida corporation ("Yankees"), and that pursuant to authority duly delegated by its board of directors, they executed the foregoing Agreement on behalf of Yankees, effective as of the date set forth therein. My commission expires: [NOTARIAL SEAL] /s/ Charles J. Scimceca Notary Public Full Recourse Secured Promissory Note $ 75,000 May 7, 2001 FOR VALUE RECEIVED, AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act and with offices at Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 ("AmeriNet") hereby agrees to pay to the order of Michelle Tucker, a Florida resident, with offices at The Crystal Corporate Center; 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431 ("Mrs. Tucker"), the principal sum of $75,000, yielding interest commencing to run from the date hereof at a compound annual rate of 2% over the prime rate charged during the subject period by Chase Manhattan Bank, N.A. (New York City) or its successor in interest to its most favored corporate borrowers for unsecured obligations having a term of one year or less, on the following terms: Terms: 1. INCORPORATED TERMS (a) The terms and provisions of the Convertible Loan Agreement entered into between AmeriNet and Yankees on May 7, 2001, a copy of which is annexed hereto and made a part hereof as exhibit 1 (the "Convertible Loan Agreement"), are hereby incorporated by reference herein as if here fully set forth. (b) Any provisions in this Note dealing with a subject or object also dealt with in the Convertible Loan Agreement shall, to the extent of any inconsistencies, be deemed to provide Yankees with additional rights and options which will be exercisable in Yankees' sole discretion. 2. PAYMENTS & COLLATERAL (a) This Note shall be payable in one balloon installment of principal and interest on or before May 31, 2001. (b) All payments are to be made at the offices of Mrs. Tucker or at such other address as Mrs. Tucker shall designate for such purposes. (c) This Promissory Note is secured by all of the Assets of AmeriNet, whether currently owned or hereafter acquired. 3. ACCELERATION In the event that any payment due hereunder is not made when due, or on the occurrence of any one or more of the events of Default specified in the Convertible Loan Agreement, the entire remaining unpaid principal, all accrued interest and any related reimbursements for costs and expenses shall immediately become due and payable, without notice or demand, at the option of the holder hereof. 4. PREPAYMENTS AmeriNet may prepay this Note, in whole or in part, without penalty, at any time, provided however, that any partial payments shall first be applied to related reimbursable costs and expenses, then to interest, and then to principal; and, provided further, that in the event of a partial prepayment of principal, the monthly payments shall be re-amortized, at AmeriNet's sole cost and expense, over the remaining term of this Note. 5. ASSUMPTION (a) This Note may be assigned at will by Yankees but shall be assumable only with the express, prior written consent of Mrs. Tucker. (b) In the event of any permitted assumption, all prior obligors will remain liable to Mrs. Tucker as guarantors of the permitted assignee's performance but Mrs. Tucker shall have the right to enforce such guarantees directly against them without first having to seek performance, payment or relief from the permitted assignee. 6. DEMANDS & NOTICES (a) Any demand or notice made or given by Mrs. Tucker pursuant hereto or in connection herewith, shall be made on or given to AmeriNet and its successors in interest by registered mail, return receipt requested, postage prepaid, directed to AmeriNet's address hereinbefore provided or such updated address as Mrs. Tucker shall have in its records, in each case with copies to Office of the General Counsel, The Yankee Companies, Inc., 1941 Southeast 51st Terrace; Ocala, Florida 34471, attorney for Mrs. Tucker, and to any legal counsel designated by AmeriNet; but making or giving or attempting to make or give any demand or notice shall not waive any right granted hereunder or otherwise to act without demand or notice. (b) Notice shall be effective when delivered by Mrs. Tucker to United States Post Office personnel, whether or not such personnel actually succeed in effecting delivery on AmeriNet or its successors in interest. 7. EXPENSES AmeriNet hereby agrees to pay all expenses, including the attorney's fees, which the holder may incur upon default or at maturity. 8. COVENANTS AmeriNet and any guarantor, surety or endorser, and all others who are, to whom may become, liable for the payment hereof: (a) Expressly consent to all extensions of time, renewals, postponements of time of payment of this Note, from time to time, prior to or after the day that they become due without notice, consent or consideration to any of the foregoing; and (b) Expressly agree to the additional release by Yankees of any party or person primarily liable herein or any portion of the Collateral. 9. ENFORCEMENT No delay by the holder in enforcing any covenant or right hereunder shall be deemed a waiver of such covenant or right and no waiver by the holder of any particular provision hereof shall be deemed a waiver of any other provision or a continuing waiver of such particular provision, and except as so expressly waived, all provisions hereof shall continue in full force and effect. 10. SPECIAL WAIVERS The undersigned, and all guarantors and all endorsers, hereby severally waive presentment for payment, protest and notice of protest for non-payment of this Note. 11. TIMELINESS Time shall be of the essence. 12. LICENSE (a) This form of Note is the property of The Yankee Companies, Inc. ("Yankees"). (b) The use hereof by the Parties is authorized hereby solely for purposes of this transaction and, the use of this form of agreement or of any derivation thereof without Yankees's prior written permission is prohibited. In Witness Whereof, AmeriNet has caused this Note to be executed on its behalf by their duly authorized representatives as of the date first set forth below. Signed, Sealed and Delivered In Our Presence AmeriNet Group.com, Inc. - ------------------------------- _______________________________ By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President Dated: May 7, 2001 [Corporate Seal] Attest: Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: BEFORE ME, an officer duly authorized to administer oaths, did personally appear on this 7th day of May, 2001, Edward C. Dmytryk and Vanessa H. Lindsey, known to me who, being duly sworn, did state that they are the duly elected and serving president and secretary of AmeriNet Group.com, Inc., a Delaware corporation ("AmeriNet"), and that pursuant to authority duly delegated by its board of directors, they executed the foregoing Note on behalf of AmeriNet, effective as of the date set forth therein. My commission expires: [NOTARIAL SEAL] /s/ Sally Ann Stroberg Notary Public Full Recourse Secured Promissory Note $ 25,000 May 7, 2001 FOR VALUE RECEIVED, AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act and with offices at Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 ("AmeriNet") hereby agrees to pay to the order of The Calvo Family Spendthrift Trust, a Florida trust, with offices at 1941 Southeast 51st Terace; Ocala, Florida 34471 ("Calvo Family"), the principal sum of $25,000, yielding interest commencing to run from the date hereof at a compound annual rate of 2% over the prime rate charged during the subject period by Chase Manhattan Bank, N.A. (New York City) or its successor in interest to its most favored corporate borrowers for unsecured obligations having a term of one year or less, on the following terms: Terms: 1. INCORPORATED TERMS (a) The terms and provisions of the Convertible Loan Agreement entered into between AmeriNet and Yankees on May 7, 2001, a copy of which is annexed hereto and made a part hereof as exhibit 1 (the "Convertible Loan Agreement"), are hereby incorporated by reference herein as if here fully set forth. (b) Any provisions in this Note dealing with a subject or object also dealt with in the Convertible Loan Agreement shall, to the extent of any inconsistencies, be deemed to provide Yankees with additional rights and options which will be exercisable in Yankees' sole discretion. 2. PAYMENTS & COLLATERAL (a) This Note shall be payable in one balloon installment of principal and interest on or before May 31, 2001. (b) All payments are to be made at the offices of Calvo Family or at such other address as Yankees shall designate for such purposes. (c) This Promissory Note is secured by all of the Assets of AmeriNet, whether currently owned or hereafter acquired. 3. ACCELERATION In the event that any payment due hereunder is not made when due, or on the occurrence of any one or more of the events of Default specified in the Convertible Loan Agreement, the entire remaining unpaid principal, all accrued interest and any related reimbursements for costs and expenses shall immediately become due and payable, without notice or demand, at the option of the holder hereof. 4. PREPAYMENTS AmeriNet may prepay this Note, in whole or in part, without penalty, at any time, provided however, that any partial payments shall first be applied to related reimbursable costs and expenses, then to interest, and then to principal; and, provided further, that in the event of a partial prepayment of principal, the monthly payments shall be re-amortized, at AmeriNet's sole cost and expense, over the remaining term of this Note. 5. ASSUMPTION (a) This Note may be assigned at will by Calvo Family but shall be assumable only with the express, prior written consent of Yankees. (b) In the event of any permitted assumption, all prior obligors will remain liable to Calvo Family as guarantors of the permitted assignee's performance but Calvo Family shall have the right to enforce such guarantees directly against them without first having to seek performance, payment or relief from the permitted assignee. 6. DEMANDS & NOTICES (a) Any demand or notice made or given by Calvo Family pursuant hereto or in connection herewith, shall be made on or given to AmeriNet and its successors in interest by registered mail, return receipt requested, postage prepaid, directed to AmeriNet's address hereinbefore provided or such updated address as Calvo Family shall have in its records, in each case with copies to Office of the General Counsel, The Yankee Companies, Inc., 1941 Southeast 51st Terrace; Ocala, Florida 34471, attorney for Calvo family, and to any legal counsel designated by AmeriNet; but making or giving or attempting to make or give any demand or notice shall not waive any right granted hereunder or otherwise to act without demand or notice. (b) Notice shall be effective when delivered by Calvo Family to United States Post Office personnel, whether or not such personnel actually succeed in effecting delivery on AmeriNet or its successors in interest. 7. EXPENSES AmeriNet hereby agrees to pay all expenses, including the attorney's fees, which the holder may incur upon default or at maturity. 8. COVENANTS AmeriNet and any guarantor, surety or endorser, and all others who are, to whom may become, liable for the payment hereof: (a) Expressly consent to all extensions of time, renewals, postponements of time of payment of this Note, from time to time, prior to or after the day that they become due without notice, consent or consideration to any of the foregoing; and (b) Expressly agree to the additional release by Calvo Family of any party or person primarily liable herein or any portion of the Collateral. 9. ENFORCEMENT No delay by the holder in enforcing any covenant or right hereunder shall be deemed a waiver of such covenant or right and no waiver by the holder of any particular provision hereof shall be deemed a waiver of any other provision or a continuing waiver of such particular provision, and except as so expressly waived, all provisions hereof shall continue in full force and effect. 10. SPECIAL WAIVERS The undersigned, and all guarantors and all endorsers, hereby severally waive presentment for payment, protest and notice of protest for non-payment of this Note. 11. TIMELINESS Time shall be of the essence. 12. LICENSE (a) This form of Note is the property of The Yankee Companies, Inc. ("Yankees"). (b) The use hereof by the Parties is authorized hereby solely for purposes of this transaction and, the use of this form of agreement or of any derivation thereof without Yankees's prior written permission is prohibited. In Witness Whereof, AmeriNet has caused this Note to be executed on its behalf by their duly authorized representatives as of the date first set forth below. Signed, Sealed and Delivered In Our Presence AmeriNet Group.com, Inc. - ------------------------------- _______________________________ By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President Dated: May 7, 2001 [Corporate Seal] Attest: Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: BEFORE ME, an officer duly authorized to administer oaths, did personally appear on this 7th day of May, 2001, Edward C. Dmytryk and Vanessa H. Lindsey, known to me who, being duly sworn, did state that they are the duly elected and serving president and secretary of AmeriNet Group.com, Inc., a Delaware corporation ("AmeriNet"), and that pursuant to authority duly delegated by its board of directors, they executed the foregoing Note on behalf of AmeriNet, effective as of the date set forth therein. My commission expires: [NOTARIAL SEAL] /s/ Sally Ann Stroberg Notary Public EX-10.83 5 exb10-84.txt SUPPLEMENT TO WARRANT Supplement to Warrant Agreement This Supplement to Warrant Agreement is made and entered into by and between AmeriNet Group.com, Inc., a Delaware corporation (the "Issuer") and The Yankee Companies, Inc., a Florida corporation (hereinafter referred to variously as the "Holder" or "Yankees"). The parties hereby supplement this agreement by adding a new section 3.3 as follows: ss.3.3 Exercise by Surrender of Issuer Securities. The Holder may, in order to assure compliance with the provisions of Rule 144(d)(3)(ii), exercise this warrant by surrendering to the Issuer securities of the Issuer with a value based on the last transaction price for the Issuer's common stcok reported on the OTB Bulletin Board, equal to the exercise price, such exchange being included within the definitions of cashless exercise. In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence AmeriNet Group.com, Inc. - ---------------------------- ___________________________ By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President [CORPORATE SEAL] Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 30, 2001 The Yankee Companies, Inc. - ---------------------------- ____________________________ By: /s/ Leonard M. Tucker Leonard Miles Tucker President [CORPORATE SEAL] Attest: Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 30, 2001 AmeriNet Group.com, Inc. Warrant Exercise Form Date: April 30, 2001 The Undersigned hereby irrevocably elects to exercise the subject Warrant to the extent of purchasing 2,484,752 Shares and: (A) [__] Hereby makes payment of $______, the actual exercise price thereof; or (B) [X] Avails itself of the cashless exercise rights granted herein. [_] (1) by reduction in number of shares [X] (2) by tender of issue of securities equal to the exercise price INSTRUCTIONS FOR REGISTRATION OF STOCK Please type or print in block letters The Yankee Companies, Inc. 2500 North Military Trail Suite 225 Boca Raton. Florida 33431 * * * Signature: /s/ Leonard M. Tucker NOTICE: The signatures to this partial assignment of Warrant must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or any change whatever. Signature Guaranteed: IMPORTANT: SIGNATURE MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST COMPANY! ASSIGNMENT FORM FOR VALUE RECEIVED, The Yankee Companies, Inc., a Florida corporation, hereby sells, assigns and transfer unto: (Please type or print in block letters) ------------------------------- (Name) ------------------------------- ------------------------------- (Address) the right to purchase Shares represented by this Warrant to the extent of ______ Shares to which the within Warrant relates, and does hereby irrevocably constitute and appoint ________________ attorney, to transfer the same on the books of the Issuer with full power of substitution in the premises. Dated: ____ ___, 200_ Signature: _______________________ Leonard Miles Tucker, President of The Yankee Companies, Inc., a Florida corporation NOTICE: The signatures to this partial assignment of Warrant must correspond with the name as written upon the face of the Warrant in every particular, without alteration or en largement or any change whatever. Signature Guaranteed: IMPORTANT: SIGNATURE MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST COMPANY! EX-99.59 6 exb99-59.txt PRESS RELEASE, DATED MAY 2, 2001 AmeriNet Group.com, Inc., and Park City Group, Inc. Amend Letter of Intent and Announce Closing Date Boca Raton, Florida, May 2, 2001. AmeriNet Group.com, Inc. (OTC BB "ABUY"; "AmeriNet") and Park City Group. Inc. ("PCG"), a software developer headed by the co-founder of the internationally renowned Mrs. Fields Cookies, have amended the letter of intent executed on February 27, 2001. The amendment among other things. o Reduced the cash that AmeriNet must raise prior to closing from $5M to $1M; o Added a fully refundable good faith $200,000 deposit requirement to be tendered in stages by AmeriNet to PCG. o Reduced the percentage of shares in AmeriNet which current securities holkders (stockholders and holders of options or warrants) would retain from 20% after the acquisition to 18%. Commenting on the changes, AmeriNet president Edward C. Dmytryk noted that PCG's audited financial statements for the year ended December 31, 2000 disclosed increased revenues during the past year ($6,513,142 in 2000, as compared to $5,231,097 in 1999) and, more importantly greatly increased profits ($2,386,341 in 2000 as compared to $698,390 for 1999). At a time when so many technology sensitive companies have seen a downturn, PCG is improving its performance." Closing, as currently contemplated, must take place prior to May 31, 2001. PCG is a Park City, Utah-based provider of proprietary software applications primarily for multi-unit retail operations. Through its Action Manager Enterprise Application Suite, PCG offers management and staff solutions to a variety of operations issues and greatly reduces dependence on paper transactions. PCG's Fresh Market Manager, the newest in supermarket technology, provides superior production planning and inventory management. Randall K. Fields, co-founder of the highly successful Mrs. Fields' Cookies stores, founded PCG in 1990. The software applications that were the genesis of PCG are rooted in applications developed during the explosive growth of the more than 800-unit chain. Mr. Fields' currently serves as chairman of PCG's Board and as its chief executive officer. It currently has 56 employees servicing such major accounts as Victoria's Secret, The Home Depot, Pacific Sunwear, Crate & Barrel, Bath & Body Works, Universal Studios - Orlando, Bi-Lo Foods, William-Sonoma and Wawa. The transaction is contingent upon, among other things, due diligence investigations, boar approval and the execution of definitive agreements. As a result there are no assurances that the transaction will be consummated. AmeriNet intends to file the revised letter of intent in a report of current event on Securities and Exchange Commission Form 8-K this week. AmeriNet is a publicly traded holding company, which files periodic reports with the Securities and Exchange Commission. For additional information contact:: Charles J. Scimeca at (561) 998-3435 (voice); (561) 998-4635 (fax); charles@amerinetgroup.com (Email). This release is comprised of inter-related information that must be interpreted in the context of all of the information provided and care should be exercised not to consider portions of this release out of context. This release is provided in compliance with Commission Regulation FD and contains certain "forward-looking statements and information" (as defined in the Private Securities Litigation Reform Act of 1995) concerning AmeriNet and Park City Group that are based on the beliefs of AmeriNet's and Park City Group's management, as well as assumptions made by and information currently available to AmeriNet and Park City Group. Such statements reflect the current views of AmeriNet and Park City Group with respect to future events and are subject to certain assumptions, including those described in this release. Should one or more of the underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed or expected. AmeriNet and Park City Group do not intend to update these forward-looking statements prior to announcement of quarterly or annual results. -----END PRIVACY-ENHANCED MESSAGE-----