-----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, Eh5e56ny/UsnOetxsprDYvTwEDsdmbelrHMsqRZatexjZczOFlybP+I7mLYetrc5 ApCZT11d/Wku0TmW6/h32Q== 0000050471-01-500006.txt : 20010608 0000050471-01-500006.hdr.sgml : 20010608 ACCESSION NUMBER: 0000050471-01-500006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 20010607 EFFECTIVENESS DATE: 20010607 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: S-8 SEC ACT: SEC FILE NUMBER: 333-62468 FILM NUMBER: 1655649 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 S-8 1 form-s8_060501.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERINET GROUP.COM, INC. (Exact name of registrant as specified in its charter) Delaware 11-2050317 State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2500 North Military Trail, Suite 225-C, Boca Raton, Florida 33431 (Address of Principal Executive Offices including zip code) Superseder and Settlement Agreement (Full title of the plan) Jeffery G. Klein, Esquire 980 North Federal Highway, Suite 406 Boca Raton, Florida 33431 (Name and address of agent for service) (561) 368-0993 (Telephone number, including area code, of agent for service) Title of Class of Securities Amount to be Offering Price Proposed Maximum Amount of to be Registered Registered Per Share(1) Aggregate Offering Fee Price Common Stock, $.01 635,575 $.43 $273,297 $72.15 par value 1) Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. The offering price per unit, maximum aggregate offering price and registration fee is based upon the average of the high and the low price in the market for the common stock on June 4, 2001. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Pursuant to Rule 428(b)(1), the information required by Part 1 is included in documents sent or given to each employee of AmeriNet Group.com, Inc., a Delaware corporation (the "Company"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference into this Registration Statement and made a part hereof: (a) The Company's Form 10-KSB filed on October 13, 2000 for the year ended June 30, 2000 filed thereto under Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), as well as the Company's latest quarterly reports of Form 10-QSB for the quarters ended September 30, 2000, December 31, 2000 and March 31, 2001. (b) All other reports which may be filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company document referred to in (a) immediately above. (c) Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposed of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. (d) Part III, Item 13(c), Exhibits," from the correspondingly numbered exhibit filed with the Company's report on Form 10- KSB for the year ended December 31, 1991. (e) Part III, Item 13(c), Exhibits," from the correspondingly numbered exhibit filed with the Company's report on Form 10- KSB for the year ended December 31, 1999. (f) Item 7(c), Exhibits," from the correspondingly numbered exhibit filed with the Company's report on Form 8-K filed with the Commission on July 12, 1999. (g) Item 13(c), Exhibits," from the correspondingly numbered exhibit filed with the Company's report on Form 10- KSB for the year ended June 30, 2000. (h) Item 7(c), Exhibits," from the correspondingly numbered exhibit filed with the Company's report on Form 8-K filed with the Commission on April 30, 2001. (i) Item 6, Exhibits," from the correspondingly numbered exhibit filed with the Company's report on Form 10- QSB for the quarter ended September 30, 1998. (j) Item 7(c), Exhibits," from the correspondingly numbered exhibit filed with the Company's report on Form 8-K filed with the Commission on December 16, 1999. 2 Item 4. Description of Securities. The class of securities to be offered hereby has been registered by the Company under Section 12 of the Exchange Act , and incorporated by reference. Item 5. Interests of Named Experts and Counsel. The validity of the securities offered will be passed upon for the Company by the law firm of Jeffrey G. Klein, P.A. of Boca Raton, Florida. Daszkal, Bolton Manela Devlin & Co. consent to the incorporation by reference of their report on the audited financial statements contained in the Company's Form 10-KSB for the year ended June 30, 2000. Item 6. Indemnification of Directors and Officers. The Company shall indemnify to the fullest extent permitted by, and in the manner permissible under Section 145 of the Delaware General Corporation Law, any person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director or officer, or served any other enterprise as director, officer or employee at our request. The Board of Directors, in its discretion, shall have the power on our behalf to indemnify any person, other than a director or officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee. The Company may indemnify our directors or officers if the person acted in good faith and in a manner the person reasonably believed was, at least, not opposed to the best interests of the corporation. In the event of a criminal action or proceeding, indemnification is not available if the person had reasonable cause to believe their action was unlawful. Further, in an action brought by us or in our right, if the person, after exhaustion of all appeals, is found to be liable to us, or if the person makes payment to us in settlement of the action, indemnification is available only to the extent a court of competent jurisdiction determines the person is fairly and reasonably entitled to indemnification. Such discretionary indemnification is available only as authorized on a case-by- case basis by: (1) the stockholders; (2) a majority of a quorum of the Board of Directors consisting of members of the Board who were not parties to the action, suit or proceeding; (3) if a majority of a quorum of the Board of Directors consisting of members of the board who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (4) if a quorum of the Board of Directors consisting of members of the Board who were not parties to the action cannot be obtained, by independent legal counsel in a written opinion. To the extent that the Company's director or officer is successful in defending against an action, suit or proceeding brought against that person as a result of their current or former status as an officer or director, it must indemnify the person against all expenses actually and reasonably incurred by the person in connection with their defense. The Company may also advance expenses of officers and directors incurred in defending a civil or criminal action as they are incurred, upon receipt of an undertaking by or on behalf of the director or officer to repay such expenses if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation because such officer or director did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation. The foregoing shall not be deemed exclusive of any other rights to which the indemnified party may be entitled and that the scope of indemnification shall continue as to directors or officers who have ceased to hold such positions and to their heirs, executors and administrators. The Company may also provide insurance, or make other financial arrangements such as a program of self-insurance, for our directors or officers. Such insurance may provide coverage for any liability asserted 3 against the person and liability and expenses incurred by the person in their capacity as a director or officer or arising out of their status as such, whether or not we have authority to indemnify the person against such liability and expenses. However, no financial arrangement made pursuant to this paragraph may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court. The Company's By-laws provide for the indemnification of its directors and officers to the maximum extent provided by law. It is the position of the Commission and certain state securities administrators that any attempt to limit the liability of persons controlling an issuer under the federal securities laws or state securities laws is contrary to public policy and therefore unenforceable. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Consultants, Employees and Advisors The following employees will be issued securities pursuant to this Registration Statement: Name Number Type of Services Provided Larry Van Etten 178,643 Employment George Franjola 74,101 Employment Vanessa Lindsey 90,658 Employment Ed Dmytryk 187,741 Employment Doug Wilson 92,216 Employment Richard Chamberlain 2,000 Legal David Cantley 10,216 Accounting Item 9. Exhibits. See Exhibit Index and Exhibits attached hereto. Item 10. Undertakings. The undersigned Company hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post effective amendment to this Registration Statement to: (i) Include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than twenty percent (20%) change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. 4 (iii) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act, treat each post effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. (3) For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the small business issuer under Rule 424(b)(1), or (4) or 497(h) under the Securities Act as part of this registration statement as of the time Commission declared it effective. (4) For determining any liability under the Securities Act, treat each post effective amendment as a new registration statement for the securities offered, and the offering of the securities at that time to be the initial bona fide offering. Insofar as indemnification for liabilities arising under the Securities Act , may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification in against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a Court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act , the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on June 4, 2001. Pursuant to the requirements of the Securities Act , this Registration Statement has been signed by the following persons in the capacities and on the date indicated: AmeriNet Group.com , Inc. /s/ Ed Dmytryk DATE: June 4, 2001 By: Ed Dmytryk, president 2500 North Military Trail, Suite 225-C Boca Raton, Florida 33431 (561)998-3435 5 EXHIBIT INDEX Designation Page of Exhibit Number as Set Forth or Source of in Item 601 of Incorporation Regulation S-B By Reference Description 3.1 Articles of Incorporation .1 (3)-1 Our company's certificate of incorporation, as of December 8, 1964 .2 (3)-2 Amendment to our company's certificate of incorporation, dated July 5, 1995. .3 (3)-3 Amendment to our company's certificate of incorporation, dated July 7, 1999. .9 (3)-4 Certificate of Designation Preferences & Rights of Class A Preferred Stock, dated July 3, 2000. .4 (3)-5 Amendment to our company's certificate of incorporation, dated February 19, 2001 .5 (3)-5 Certificate of Designation Preferences & Rights of Class A Preferred Stock, dated February 12, 2001. 3.2 Bylaws .2 (3)-6 Amended & Restated Bylaws as of December, 1998. .3 (3)-7 Amended & Restated Bylaws as of December 1999. 5 9 Opinion Re: Legality and Consent 10 Material Contracts: .85 10 Superseder and Settlement Agreement between the Company and G. Richard Chamberlin .86 21 Superseder and Settlement Agreement between the Company and George Franjola .87 32 Superseder and Settlement Agreement between the Company and Vanessa H. Lindsey .88 43 Superseder and Settlement Agreement between the Company and Edward C. Dmytryk .89 54 Superseder and Settlement Agreement between the Company and Doug Wilson .90 65 Superseder and Settlement Agreement between the Company and David Cantley .91 76 Superseder and Settlement Agreement between the Company and Larry Van Etten 23 Consent of Experts .4 8 Consent of Daskal, Bolten, Manela & Devlin (3)-1 Incorporated by reference, as permitted by Commission Rule 12b-23,from "Part III, Item 13(c), Exhibits," from the correspondingly numbered exhibit filed with our company's report on Form 10- KSB for the year ended December 31, 1991. 6 (3)-2 Incorporated by reference, as permitted by Commission Rule 12b-23,from "Part III, Item 13(c), Exhibits," from the correspondingly numbered exhibit filed with our company's report on Form 10- KSB for the year ended December 31, 1999. (3)-3 Incorporated by reference, as permitted by Commission Rule 12b-23, from "Item 7(c), Exhibits," from the correspondingly numbered exhibit filed with our company's report on Form 8-K filed with the Commission on July 12, 1999. (3)-4 Incorporated by reference, as permitted by Commission Rule 12b-23,from "Part III, Item 13(c), Exhibits," from the correspondingly numbered exhibit filed with our company's report on Form 10- KSB for the year ended June 30, 2000. (3) -5 Incorporated by reference, as permitted by Commission Rule 12b-23, from "Item 7(c), Exhibits," from the correspondingly numbered exhibit filed with our company's report on Form 8-K filed with the Commission on April 30, 2001. (3)-6 Incorporated by reference, as permitted by Commission Rule 12b-23, from "Part II, Item 6, Exhibits," from the correspondingly numbered exhibit filed with our company's report on Form 10- QSB for the quarter ended September 30, 1998. (3)-7 Incorporated by reference, as permitted by Commission Rule 12b-23, from "Item 7(c), Exhibits," from the correspondingly numbered exhibit filed with our company's report on Form 8-K filed with the Commission on December 16, 1999. 7 EX-23.4 2 exb23-4.txt CONSENT OF DASKAL, BOLTEN MANELA DEVLIN AND CO. Daszkal Bolton Manela Devlin & Co. CERTIFIED PUBLIC ACCOUNTANTS MICHAEL J. DASZKAL, CPA, P.A. Member of JEFFREY A. BOLTON, CPA, P.A. American Institute of ROBERT A. MANELA, CPA, P.A. Certified Public Accountants - TIMOTHY R. DEVLIN, CPA, P.A. SEC and Private Companies MICHAEL S. KRIDEL, CPA, P.A. Practice Sections CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this Registration Statement on form S-8 of AmeriNet Group.com, Inc. (the "Company") of our report dated September 11, 2000 in the Company's Annual Report on Form 10- KSB /s/ Daszkal Bolton Manela Devlin & Co. Boca Raton, Florida June 5, 2001 2401 N.W. Boca Raton Boulevard, Suite 100, Boca Raton, Florida 33431-6639 561.367.1040 * Fax 561.750.3236 8 EX-5 3 exb-5.txt OPINION RE LEGALITY AND CONSENT EXHIBIT 5 CONSENTS OF EXPERTS AND COUNSEL THE LAW OFFICE OF JEFFREY G. KLEIN, P.A. 980 North Federal Highway Suite 980 Boca Raton, FL 33431 Phone: 561-368-0993 Facsimile: 561-368-0618 May 31, 2001 AmeriNet Group.com, Inc. 2500 North Military Trail Suite 225-C Boca Raton, Florida 33431 RE: SEC Registration Statement on Form S-8 Dear Sir/Madam: This firm (the "Firm") has been engaged as counsel for AmeriNet Group.com, Inc. , a Delaware corporation (the "Company"), in connection with its proposed offering under the Securities Act of 1933, as amended (the "Act"), of 635,575 shares of its common stock which are to be issued under various Superseder and Settlement Agreements by the Company, by a filing of a Registration Statement under Form S-8 to which this opinion is a part, to be filed with the Securities and Exchange Commission (the "Commission"). In connection with rendering the opinion as set forth below, the Firm has reviewed and examined originals or copies of the following: 1. Articles of Incorporation of the Company, and any amendments, as filed with the Secretary of State of Delaware; 2. By Laws of the Company; 3. Meetings of the Board of Directors authorizing the various Superseder and Settlement Agreements and the filing of the S-8 Registration Statement; and 4. The Company's Registration Statement on Form S-8 and exhibits thereto as filed with the Commission. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted to the Firm as originals, the conformity with the original documents of all documents submitted to the Firm as certified or photostatic copies, and the authenticity of the originals of such copies and the truth of all information supplied us. We have further assumed, among other things, that the recipient of the Shares will have completed the required services, and/or provided considerations required acceptable to the Board of Directors and in compliance with Form S-8 and that any Shares to be issued will have been registered in accordance with the Act, absent the application of an exemption from registration, prior to the issuance of such Shares. We have not independently investigated or verified any matter, assumption, or representation. Based upon the foregoing and in reliance thereof, it is our opinion that, subject to the limitations set forth herein, the Shares to be issued will be duly and validly authorized, legally issued, fully paid and non- assessable. This opinion is expressly limited in scope to the Shares enumerated herein which are to be expressly covered by the referenced Registration Statement and does not cover subsequent issuances of shares, pertaining to services to be performed in the future (such transactions are required to be included in either a new registration Statement or a Post Effective Amendment to the Registration Statement including updated opinions). This opinion is limited. We consent to you filing this opinion with the Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based upon our assumptions as to application of the law and facts as of the date hereof. We assume no duty to communicate with you with respect to any matters, which may come to our attention hereafter. Sincerely yours, /S/ JEFFREY G KLEIN JEFFREY G KLEIN 9 EX-10.85 4 exb10-85.txt CHAMBERLIN SUPERSEDER & SETTLEMENT AGREEMENT Superseder & Settlement Agreement This Superseder & Settlement Agreement (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act ("AmeriNet"); and, G. Richard Chamberlin, a Florida resident who currently serves as an officer of AmeriNet or as a member of AmeriNet's board of directors (Mr. Chamberlin;" AmeriNet and Mr. Chamberlin being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet must, at the time of closing, secure the resignation of all of its officers and directors, other than Mr. Edward C. Dmytryk, who will remain on AmeriNet's board of directors as a designee of the Yankee Companies, Inc., a Florida corporation ("Yankees"), and discharge all liabilities and obligations to them, as a result of which, AmeriNet must enter into agreements with all existing officers and directors to terminate all agreements and secure their resignations, as of the closing on the PCG acquisition, subject to the condition precedent that it is in fact acquired and WHEREAS, subject to the terms and conditions set forth below, Mr. Chamberlin is agreeable to making the concessions required in order for AmeriNet to meet the conditions and obligations of its proposed agreement with PCG: NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article I Definitions The following terms or phrases, as used in this Agreement, will have the following meanings: (A) Accredited Investor: An investor that meets the requirements for treatment as an accredited investor, as defined in Rule 501(a) of Commission Regulation D, which provides as follows: Accredited investor. "Accredited investor" will mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; 10 any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in ss.230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (B) (1) Closing: The effectuation of the transactions called for by this Agreement, including exchange of securities, execution of instruments, stock certificates, stock powers, releases and other documents. (2) Closing Date: The date on which the Closing takes place. (3) PCG Closing: The Closing on AmeriNet's reorganization agreement with PCG, which shall take place concurrently with and as a condition to the Closing. (C) Code: The Internal Revenue Code of 1986, as amended. (D) Commission: The United States Securities and Exchange Commission. 11 (E) EDGAR: The Commission's electronic data gathering and retrieval system accessible by the public at the Commission's website located at http://www.sec.gov. (F) (1) Exchange Act: The Securities Exchange Act of 1934, as amended. (2) Exchange Act Reports: The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and Commission Schedules 14A and 14C, that AmeriNet is required to file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act. (G) Florida Act: The Florida Securities and Investor Protection Act. (H) Florida Rule: Florida Rule 3E-500.005, which provides as follows: Disclosure requirements of Section 517.061(11)(a)3., Florida Statutes. (1) Transactions by an issuer which do not satisfy all of the conditions of this rule will not raise any presumption that the exemptions provided by Section 517.061(11), Florida Statutes is not available for such transactions. Attempted compliance with this rule does not act as an election; the issuer can also claim the availability of Section 517.061(11), Florida Statutes, outside this rule. (2) The determination as to whether sales of securities are part of a larger offering (i.e., are deemed to be integrated) depends on the particular facts and circumstances. In determining whether sales should be regarded as part of a larger offering and thus should be integrated, the facts described in Rule 3E-500.01 should be considered. (3) Although sales made pursuant to Section 517.061(11), Florida Statutes, and in compliance with this rule, are exempt from the registration provisions of this Act, such exemption does not avoid the antifraud provisions of Sections 517.301 and 517.311, Florida Statutes. (4) The provisions of this rule will apply only to transactions which are consummated with persons in the State of Florida. (5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that each purchaser, or his representative be provided with or given reasonable access to full and fair disclosure of all material information will be deemed to be satisfied if either paragraphs (5)(a) or (5)(b) are complied with: (a) Access to or Furnishing of Information. Reasonable access to, or the furnishing of, material information will be deemed to have been satisfied if prior to the sale a purchaser is given access to the following information: 1. All material books and records of the issuer; and 2. All material contracts and documents relating to the proposed transaction; and 12 3. An opportunity to question the appropriate executive officers or partners. (6) In the case of an issuer that is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the provisions of paragraph (5)(b) of this rule will be deemed satisfied by providing the following: (a) The information contained in the annual report required to be filed under the Securities Exchange Act of 1934 or a registration statement on Form S-1 [CCH Federal Securities Law Reporter P. 7121 ] under the Securities Act of 1933, whichever filing is the most recent required to be filed, and the information contained in any definitive proxy statement required to be filed pursuant to Section 14 of the Securities Exchange Act of 1934 and in any reports or documents required to be filed by the issuer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since the filing of such annual report or registration statement; and (b) A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the issuer's affairs which are not disclosed in the documents furnished. (I) Reorganization: The corporate events effected in reliance on Section 368(a)(1)(B) of the Code which are to take place on or about April 17, 2001, between AmeriNet and PCG as a result of which PCG will become a wholly owned subsidiary of AmeriNet and the former PCG securities holders will become the controlling stockholders of AmeriNet. (J) Reorganization Agreement: The agreement between AmeriNet and all of the stockholders of PCG pursuant to which the Reorganization is to be effected. (K) Rule 144(d)(3)(ii) [Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters] .... (ii) Conversions. If the securities sold were acquired from the issuer for a consideration consisting solely of other securities of the same issuer surrendered for conversion, the securities so acquired shall be deemed to have been acquired at the same time as the securities surrendered for conversion .... (L) S-8 Shares The shares to be issued registered by AmeriNet with the Commission on Form S-8 and issued to Mr. Chamberlin in satisfaction of all compensation due him under all agreements to provide services to AmeriNet, including reimbursement for all expenses associated therewith. (M) Section 3(a)(9) (1) Sec. 3(a) of the Securities Act, which provides as follows in subsection (9): Except as hereinafter expressly provided the provisions of this title shall not apply to any of the following classes of securities: .... [Securities Exchanged with Security Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its existing security holders exclusively where 13 no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange; (2) Commission Regulations ss.230.149, [Definition of "Exchanged" in Section 3(a)(9), for Certain Transactions]: The term "exchanged" in section 3(a)(9) shall be deemed to include the issuance of a security in consideration of the surrender by the existing security holders of the issuer, of outstanding securities of the issuer, notwithstanding the fact that the surrender of the outstanding securities may be required by the terms of the plan of exchange to be accompanied by such payment in cash by the security holder as may be necessary to effect an equitable adjustment, in respect of dividends or interest paid or payable on the securities involved in the exchange, as between such security holder and other security holders of the same class accepting the offer of exchange. (3) Commission Regulations ss.230.150, [Definition of "Commission or Other Remuneration" in Section 3(a)(9), for Certain Transactions] The term "commission or other remuneration" in Section 3(a)(9) shall not include payments made by the issuer, directly or indirectly, to its security holders in connection with an exchange of securities for outstanding securities, when such payments are part of the terms of the offer of exchange. (N) Securities Act: The Securities Act of 1933, as amended. (O) Service: The United States Internal Revenue Service. (P) Reserved. (Q) All undefined financial terms will have the meanings ascribed to them by generally accepted accounting practices, consistently applied on the accrual basis of accounting, as modified by rules of the Commission including Regulations SB and SK. (R) Additional terms characterized by initial capital letters are defined in this Agreement immediately following their first use. Article II Operative Provisions Subject to the conditions precedent that: all actions required to be taken in order to comply with the securities and other laws of each state having jurisdiction over the transactions called for under this Agreement; and, that the Reorganization becomes fully effective on or before May 31, 2001, the Parties hereby agree as follows: (A) Mr. Chamberlin hereby agrees to take all of the following actions, at or before the Closing: (1) Resign as an officer of AmeriNet; (2) Resign as a member of AmeriNet's board of directors; (3) Resign from any other capacities in which services or goods are provided to AmeriNet. (B) AmeriNet hereby agrees to take all of the following actions, at or before the Closing: (1) Accept the resignation of Mr. Chamberlin; 14 (2) Prepare and file a registration statement on Commission Form S-8 registering the S-8 Shares; (3) Distributing the S-8 Shares to Mr. Chamberlin. (C) The Parties hereby agree to terminate all employment, service and other agreements between them, effective as of the Closing, provided that Mr. Chamberlin will be entitled to receipt of all accrued but unpaid compensation under such agreements, as of the Closing, in the form of 2,000 S-8 shares of AmeriNet's common stock, such shares to be registered with the Commission as required under the Securities Act and the Exchange Act, using Form S-8; provided, however, that such shares may not be sold during the 365 day period following the closing at a rate of more than $5,000 per month in aggregate sales proceeds. (D) As a condition to Mr. Chamberlin's receipt of the S-8 Shares, Mr. Chamberlin hereby represents and warrants that Mr. Chamberlin: (1) Is familiar with the requirements for treatment as an "accredited investor" under Regulation D and Section 4(6) of the Securities Act and meets one or more of the definitions of an "accredited investor" contained in Rule 501(a) promulgated under authority of Securities Act and has, alone or together with his, her or its advisors or representatives, if any, such knowledge and experience in financial matters that he she or it is capable of evaluating the relative risks and merits of the transactions contemplated hereby, the text of Rule 501(a) being set forth, in full, above; (2) Acknowledges that he, she or it has, based on his, her or its own substantial experience, the ability to evaluate the transactions contemplated hereby and the merits and risks thereof in general and the suitability of the transaction for him, her or it in particular; (3)(a) Understands that the offer and transfer or issuance of the securities involved is being made in reliance on the Party's representation that he, she or it has reviewed all of AmeriNet's reports filed with the Commission during the past 12 months and posted on the Commission's Internet web site (www.sec.gov) under the EDGAR Archives sub site, and has become familiar with the information disclosed therein, including that contained in exhibits filed with such reports; (b) Is fully aware of the material risks associated with becoming an investor in AmeriNet and confirms that he, she or it was previously informed that all documents, records and books pertaining to this investment have been available from AmeriNet and that all documents, records and books pertaining to this transaction requested by him, her or it have been made available to him, her or it; (4) Has had an opportunity to ask questions of and receive answers from the officers of AmeriNet concerning the terms and conditions of this Agreement and the transactions contemplated hereby, as well as the affairs of AmeriNet, the contemplated affairs of PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications and related matters; (5) Has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraphs (a), (b), (c) and (d) hereof, as well as to supplement the information in the Exchange Act Reports called for by the Florida Rule; (6) Has represented that he, she or it has the general ability to bear the risks of the subject transaction and that he, she or it is a suitable investor for a private offering and hereby affirms the correctness of such information; (7) Is aware that: 15 The securities involved are a speculative investment with no assurance that AmeriNet, PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications will be successful, or if successful, that such success will result in payments to such Party or to realization of capital gains by such Party on disposition of the securities involved. (8) Has obtained his, her or its own opinion from his, her or its own legal counsel to the effect that after an examination of the transactions associated herewith and the applicable law, no action needs to be taken by any Party in conjunction with this Agreement and the issuance of the securities involved in conjunction therewith, other than such actions as have already been taken in order to comply with the securities law requirements of his, her or its state of domicile. Article III Superseder, Mutual Releases & Closing (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet, Mr. Chamberlin and their affiliates, all of which will be henceforth be deemed null and void except that, in conjunction with the exchange of any type of AmeriNet security for any other type of AmeriNet security required by the terms of this Agreement, each such exchange shall be deemed a separate transaction pursuant to the exemptive provisions of Section 3(a)(10) of the Securities Act and Commission Rule 144(d)(3)(ii). (B) In consideration for the exchange of covenants reflected above but excepting only the obligations created by this Agreement, AmeriNet and Mr. Chamberlin hereby each release, discharge and forgive the other, and each of the others' subsidiaries, affiliates, members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. (C) The transactions contemplated by this Agreement will be effected concurrently with the Closing on the Reorganization but in any event, prior to May 31, 2001, and, to the extent possible, the Closing will be effected through exchange of documents and instruments in escrow, by next day delivery service, such documents and instruments to be released from escrow concurrently with confirmation by legal counsel to Mr. Chamberlin that all transactions contemplated by this Agreement have been completed; provided, however, that the Reorganization shall constitute a condition to the obligations of the Parties and in the event that the Reorganization Agreement is terminated without Closing, then this Agreement shall be deemed null and void due to failure of conditions precedent. Article IV General Provisions 4.1 Interpretation. (A) 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. (B) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 16 (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof 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. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 4.2 Notice. (A) All notices, demands or other communications given hereunder will be in writing and will be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (1) To AmeriNet: AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Attention: Edward C. Dmytryk, President; Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail Ed@amerinetgroup.com; (2) To Mr. Chamberlin: G. Richard Chamberlin; 4518 Southwest 44th Lane, Ocala, Florida; Telephone: (352) 694-6714; Fax: (352) 694-7153; and e-mail Grichardch@aol.com or such other address or to such other person as any Party will designate to the other for such purpose in the manner hereinafter set forth. (B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (C)(1) The Parties acknowledge that the Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised AmeriNet and Mr. Chamberlin to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on its own behalf. (3) The decision by any AmeriNet or Mr. Chamberlin not to use the services of legal counsel in conjunction with this transaction will be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent Yankees's general counsel, who has reviewed, approved and caused modifications on behalf of Yankees, from representing anyone other than Yankees in this transaction. 4.3 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and will be of no force or effect. 17 4.4 Survival. The several representations, warranties and covenants of the Parties contained herein will survive the execution hereof and the Reorganization and will be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.5 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance will 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, will not be affected thereby. 4.6 Governing Law. This Agreement will be construed in accordance with the substantive and procedural laws of the State of Delaware (other than those regulating taxation and choice of law). 4.7 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party will be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 4.8 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder will, to the extent legally permitted, be held in Broward 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 Broward County, Florida to be selected by lot from four alternatives to be provided, two by Mr. Chamberlin and two by AmeriNet. (b) The mediation efforts will be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; 18 (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 Broward County, Florida to be selected by lot, in the same manner as set forth for mediation. (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)(1) It is agreed that this Agreement will be construed pursuant to the laws of the State of Florida and, in the event it is necessary for any party to seek to enforce this Agreement, jurisdiction will be in the appropriate court or tribunal in Broward County, Florida and United States Courts for the Southern District of Florida and that, in the event it is necessary to enforce this Agreement, the prevailing Party will be entitled to recover all reasonable costs, expenses, and attorney's fees, and will be construed as costs for purposes of this Agreement. (2) The Parties specifically agree and waive any right to a jury trial in the event that it is necessary for a party to institute legal proceedings herein. 4.9 Benefit of Agreement. The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 4.10 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 4.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts will constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission will be deemed legally sufficient to bind the signatory; however, the Parties will, for aesthetic purposes, prepare a fully executed original version of this Agreement which will be the document filed with the Commission. 4.12 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by its general counsel. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. 19 (C) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. In Witness Whereof, AmeriNet and Mr. Chamberlin have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, Sealed and Delivered In Our Presence: AmeriNet Group.com, Inc. /s/ Jennifer Mitchem (A Delaware corporation) /s/ Bill A. Calvo By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 26, 2001 State of Florida } County of Marion } ss.: On this __th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 7th day of June, 2004. {Seal} /s/ Sally Ann Stroberg Notary Public /s/ Jennifer Mitchem G. Richard Chamberlin /s/ Edward C. Dmytryk /s/ G. Richard Chamberlin G. Richard Chamberlin Dated: April 26, 2001 State of Florida } County of Marion } ss.: On this ___th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared G. Richard Chamberlin, to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 7th day of June, 2004. (Seal) /s/ Sally Ann Stroberg Notary Public 20 EX-10.86 5 exb10-86.txt FRANJOLA SUPERSEDER AND SETTLEMENT AGREEMENT Superseder & Settlement Agreement This Superseder & Settlement Agreement (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act ("AmeriNet"); and, George Franjola, a Florida resident who currently serves as an officer of AmeriNet or as a member of AmeriNet's board of directors (Mr. Franjola;" AmeriNet and Mr. Franjola being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet must, at the time of closing, secure the resignation of all of its officers and directors, other than Mr. Edward C. Dmytryk, who will remain on AmeriNet's board of directors as a designee of the Yankee Companies, Inc., a Florida corporation ("Yankees"), and discharge all liabilities and obligations to them, as a result of which, AmeriNet must enter into agreements with all existing officers and directors to terminate all agreements and secure their resignations, as of the closing on the PCG acquisition, subject to the condition precedent that it is in fact acquired and WHEREAS, subject to the terms and conditions set forth below, Mr. Franjola is agreeable to making the concessions required in order for AmeriNet to meet the conditions and obligations of its proposed agreement with PCG: NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article I Definitions The following terms or phrases, as used in this Agreement, will have the following meanings: (A) Accredited Investor: An investor that meets the requirements for treatment as an accredited investor, as defined in Rule 501(a) of Commission Regulation D, which provides as follows: Accredited investor. "Accredited investor" will mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political 21 subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in ss.230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (B) (1) Closing: The effectuation of the transactions called for by this Agreement, including exchange of securities, execution of instruments, stock certificates, stock powers, releases and other documents. (2) Closing Date: The date on which the Closing takes place. (3) PCG Closing: The Closing on AmeriNet's reorganization agreement with PCG, which shall take place concurrently with and as a condition to the Closing. (C) Code: The Internal Revenue Code of 1986, as amended. (D) Commission: The United States Securities and Exchange Commission. (E) EDGAR: The Commission's electronic data gathering and retrieval system accessible by the public at the Commission's website located at http://www.sec.gov. 22 (F) (1) Exchange Act: The Securities Exchange Act of 1934, as amended. (2) Exchange Act Reports: The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and Commission Schedules 14A and 14C, that AmeriNet is required to file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act. (G) Florida Act: The Florida Securities and Investor Protection Act. (H) Florida Rule: Florida Rule 3E-500.005, which provides as follows: Disclosure requirements of Section 517.061(11)(a)3., Florida Statutes. (1) Transactions by an issuer which do not satisfy all of the conditions of this rule will not raise any presumption that the exemptions provided by Section 517.061(11), Florida Statutes is not available for such transactions. Attempted compliance with this rule does not act as an election; the issuer can also claim the availability of Section 517.061(11), Florida Statutes, outside this rule. (2) The determination as to whether sales of securities are part of a larger offering (i.e., are deemed to be integrated) depends on the particular facts and circumstances. In determining whether sales should be regarded as part of a larger offering and thus should be integrated, the facts described in Rule 3E-500.01 should be considered. (3) Although sales made pursuant to Section 517.061(11), Florida Statutes, and in compliance with this rule, are exempt from the registration provisions of this Act, such exemption does not avoid the antifraud provisions of Sections 517.301 and 517.311, Florida Statutes. (4) The provisions of this rule will apply only to transactions which are consummated with persons in the State of Florida. (5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that each purchaser, or his representative be provided with or given reasonable access to full and fair disclosure of all material information will be deemed to be satisfied if either paragraphs (5)(a) or (5)(b) are complied with: (a) Access to or Furnishing of Information. Reasonable access to, or the furnishing of, material information will be deemed to have been satisfied if prior to the sale a purchaser is given access to the following information: 1. All material books and records of the issuer; and 2. All material contracts and documents relating to the proposed transaction; and 3. An opportunity to question the appropriate executive officers or partners. 23 (6) In the case of an issuer that is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the provisions of paragraph (5)(b) of this rule will be deemed satisfied by providing the following: (a) The information contained in the annual report required to be filed under the Securities Exchange Act of 1934 or a registration statement on Form S-1 [CCH Federal Securities Law Reporter P. 7121 ] under the Securities Act of 1933, whichever filing is the most recent required to be filed, and the information contained in any definitive proxy statement required to be filed pursuant to Section 14 of the Securities Exchange Act of 1934 and in any reports or documents required to be filed by the issuer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since the filing of such annual report or registration statement; and (b) A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the issuer's affairs which are not disclosed in the documents furnished. (I) Reorganization: The corporate events effected in reliance on Section 368(a)(1)(B) of the Code which are to take place on or about April 17, 2001, between AmeriNet and PCG as a result of which PCG will become a wholly owned subsidiary of AmeriNet and the former PCG securities holders will become the controlling stockholders of AmeriNet. (J) Reorganization Agreement: The agreement between AmeriNet and all of the stockholders of PCG pursuant to which the Reorganization is to be effected. (K) Rule 144(d)(3)(ii) [Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters] .... (ii) Conversions. If the securities sold were acquired from the issuer for a consideration consisting solely of other securities of the same issuer surrendered for conversion, the securities so acquired shall be deemed to have been acquired at the same time as the securities surrendered for conversion .... (L) S-8 Shares The shares to be issued registered by AmeriNet with the Commission on Form S-8 and issued to Mr. Franjola in satisfaction of all compensation due him under all agreements to provide services to AmeriNet, including reimbursement for all expenses associated therewith. (M) Section 3(a)(9) (1) Sec. 3(a) of the Securities Act, which provides as follows in subsection (9): Except as hereinafter expressly provided the provisions of this title shall not apply to any of the following classes of securities: .... [Securities Exchanged with Security Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange; 24 (2) Commission Regulations ss.230.149, [Definition of "Exchanged" in Section 3(a)(9), for Certain Transactions]: The term "exchanged" in section 3(a)(9) shall be deemed to include the issuance of a security in consideration of the surrender by the existing security holders of the issuer, of outstanding securities of the issuer, notwithstanding the fact that the surrender of the outstanding securities may be required by the terms of the plan of exchange to be accompanied by such payment in cash by the security holder as may be necessary to effect an equitable adjustment, in respect of dividends or interest paid or payable on the securities involved in the exchange, as between such security holder and other security holders of the same class accepting the offer of exchange. (3) Commission Regulations ss.230.150, [Definition of "Commission or Other Remuneration" in Section 3(a)(9), for Certain Transactions] The term "commission or other remuneration" in Section 3(a)(9) shall not include payments made by the issuer, directly or indirectly, to its security holders in connection with an exchange of securities for outstanding securities, when such payments are part of the terms of the offer of exchange. (N) Securities Act: The Securities Act of 1933, as amended. (O) Service: The United States Internal Revenue Service. (P) Reserved. (Q) All undefined financial terms will have the meanings ascribed to them by generally accepted accounting practices, consistently applied on the accrual basis of accounting, as modified by rules of the Commission including Regulations SB and SK. (R) Additional terms characterized by initial capital letters are defined in this Agreement immediately following their first use. Article II Operative Provisions Subject to the conditions precedent that: all actions required to be taken in order to comply with the securities and other laws of each state having jurisdiction over the transactions called for under this Agreement; and, that the Reorganization becomes fully effective on or before May 31, 2001, the Parties hereby agree as follows: (A) Mr. Franjola hereby agrees to take all of the following actions, at or before the Closing: (1) Resign as an officer of AmeriNet; (2) Resign as a member of AmeriNet's board of directors; (3) Resign from any other capacities in which services or goods are provided to AmeriNet. (B) AmeriNet hereby agrees to take all of the following actions, at or before the Closing: (1) Accept the resignation of Mr. Franjola; (2) Prepare and file a registration statement on Commission Form S-8 registering the S-8 Shares; 25 (3) Distributing the S-8 Shares to Mr. Franjola. (C) The Parties hereby agree to terminate all employment, service and other agreements between them, effective as of the Closing, provided that Mr. Franjola will be entitled to receipt of all accrued but unpaid compensation under such agreements, as of the Closing, in the form of 74,101 S-8 shares of AmeriNet's common stock, such shares to be registered with the Commission as required under the Securities Act and the Exchange Act, using Form S-8; provided, however, that such shares may not be sold during the 365 day period following the closing at a rate of more than $5,000 per month in aggregate sales proceeds. (D) As a condition to Mr. Franjola's receipt of the S-8 Shares, Mr. Franjola hereby represents and warrants that Mr. Franjola: (1) Is familiar with the requirements for treatment as an "accredited investor" under Regulation D and Section 4(6) of the Securities Act and meets one or more of the definitions of an "accredited investor" contained in Rule 501(a) promulgated under authority of Securities Act and has, alone or together with his, her or its advisors or representatives, if any, such knowledge and experience in financial matters that he she or it is capable of evaluating the relative risks and merits of the transactions contemplated hereby, the text of Rule 501(a) being set forth, in full, above; (2) Acknowledges that he, she or it has, based on his, her or its own substantial experience, the ability to evaluate the transactions contemplated hereby and the merits and risks thereof in general and the suitability of the transaction for him, her or it in particular; (3) (a) Understands that the offer and transfer or issuance of the securities involved is being made in reliance on the Party's representation that he, she or it has reviewed all of AmeriNet's reports filed with the Commission during the past 12 months and posted on the Commission's Internet web site (www.sec.gov) under the EDGAR Archives sub site, and has become familiar with the information disclosed therein, including that contained in exhibits filed with such reports; (b) Is fully aware of the material risks associated with becoming an investor in AmeriNet and confirms that he, she or it was previously informed that all documents, records and books pertaining to this investment have been available from AmeriNet and that all documents, records and books pertaining to this transaction requested by him, her or it have been made available to him, her or it; (4) Has had an opportunity to ask questions of and receive answers from the officers of AmeriNet concerning the terms and conditions of this Agreement and the transactions contemplated hereby, as well as the affairs of AmeriNet, the contemplated affairs of PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications and related matters; (5) Has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraphs (a), (b), (c) and (d) hereof, as well as to supplement the information in the Exchange Act Reports called for by the Florida Rule; (6) Has represented that he, she or it has the general ability to bear the risks of the subject transaction and that he, she or it is a suitable investor for a private offering and hereby affirms the correctness of such information; (7) Is aware that: 26 The securities involved are a speculative investment with no assurance that AmeriNet, PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications will be successful, or if successful, that such success will result in payments to such Party or to realization of capital gains by such Party on disposition of the securities involved. (8) Has obtained his, her or its own opinion from his, her or its own legal counsel to the effect that after an examination of the transactions associated herewith and the applicable law, no action needs to be taken by any Party in conjunction with this Agreement and the issuance of the securities involved in conjunction therewith, other than such actions as have already been taken in order to comply with the securities law requirements of his, her or its state of domicile. Article III Superseder, Mutual Releases & Closing (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet, Mr. Franjola and their affiliates, all of which will be henceforth be deemed null and void except that, in conjunction with the exchange of any type of AmeriNet security for any other type of AmeriNet security required by the terms of this Agreement, each such exchange shall be deemed a separate transaction pursuant to the exemptive provisions of Section 3(a)(10) of the Securities Act and Commission Rule 144(d)(3)(ii). (B) In consideration for the exchange of covenants reflected above but excepting only the obligations created by this Agreement, AmeriNet and Mr. Franjola hereby each release, discharge and forgive the other, and each of the others' subsidiaries, affiliates, members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. (C) The transactions contemplated by this Agreement will be effected concurrently with the Closing on the Reorganization but in any event, prior to May 31, 2001, and, to the extent possible, the Closing will be effected through exchange of documents and instruments in escrow, by next day delivery service, such documents and instruments to be released from escrow concurrently with confirmation by legal counsel to Mr. Franjola that all transactions contemplated by this Agreement have been completed; provided, however, that the Reorganization shall constitute a condition to the obligations of the Parties and in the event that the Reorganization Agreement is terminated without Closing, then this Agreement shall be deemed null and void due to failure of conditions precedent. Article IV General Provisions 4.1 Interpretation. (A) 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. (B) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 27 (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof 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. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 4.2 Notice. (A) All notices, demands or other communications given hereunder will be in writing and will be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (1) To AmeriNet: AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Attention: Edward C. Dmytryk, President; Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail Ed@amerinetgroup.com; (2) To Mr. Franjola: George Franjola; 1509 Southeast 11th Avenue, Ocala, Florida 34471; Telephone (352) 622-6275; and e-mail gfranj@msn.com or such other address or to such other person as any Party will designate to the other for such purpose in the manner hereinafter set forth. (B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (C) (1) The Parties acknowledge that the Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised AmeriNet and Mr. Franjola to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on its own behalf. (3) The decision by any AmeriNet or Mr. Franjola not to use the services of legal counsel in conjunction with this transaction will be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent Yankees's general counsel, who has reviewed, approved and caused modifications on behalf of Yankees, from representing anyone other than Yankees in this transaction. 4.3 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and will be of no force or effect. 28 4.4 Survival. The several representations, warranties and covenants of the Parties contained herein will survive the execution hereof and the Reorganization and will be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.5 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance will 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, will not be affected thereby. 4.6 Governing Law. This Agreement will be construed in accordance with the substantive and procedural laws of the State of Delaware (other than those regulating taxation and choice of law). 4.7 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party will be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 4.8 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder will, to the extent legally permitted, be held in Broward 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 Broward County, Florida to be selected by lot from four alternatives to be provided, two by Mr. Franjola and two by AmeriNet. (b) The mediation efforts will be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; 29 (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 Broward County, Florida to be selected by lot, in the same manner as set forth for mediation. (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) (1) It is agreed that this Agreement will be construed pursuant to the laws of the State of Florida and, in the event it is necessary for any party to seek to enforce this Agreement, jurisdiction will be in the appropriate court or tribunal in Broward County, Florida and United States Courts for the Southern District of Florida and that, in the event it is necessary to enforce this Agreement, the prevailing Party will be entitled to recover all reasonable costs, expenses, and attorney's fees, and will be construed as costs for purposes of this Agreement. (2) The Parties specifically agree and waive any right to a jury trial in the event that it is necessary for a party to institute legal proceedings herein. 4.9 Benefit of Agreement. The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 4.10 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 4.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts will constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission will be deemed legally sufficient to bind the signatory; however, the Parties will, for aesthetic purposes, prepare a fully executed original version of this Agreement which will be the document filed with the Commission. 4.12 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by its general counsel. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. 30 (C) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. In Witness Whereof, AmeriNet and Mr. Franjola have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, Sealed and Delivered In Our Presence: AmeriNet Group.com, Inc. /s/ Sally Ann Stroberg (A Delaware corporation) /s/ Jennifer Mitchem By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 26th, 2001 State of Florida } County of Palm Beach } ss.: On this 26th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 7th day of June, 2001. {Seal} /s/ Sally Ann Stroberg Notary Public _________________________________ George Franjola - --------------------------------- /s/ George Franjola George Franjola Dated: April 10th, 2001 State of Florida } County of Palm Beach } ss.: On this 10th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared George Franjola, to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 1st day of February, 2002. (Seal) /s/ Celeste Lawrence Notary Public 31 EX-10.87 6 exb10-87.txt LINDSEY, SUPERSEDER & SETTLEMENT AGREEMENT Superseder & Settlement Agreement This Superseder & Settlement Agreement (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act ("AmeriNet"); and, Vanessa H. Lindsey, a Florida resident who currently serves as an officer of AmeriNet or as a member of AmeriNet's board of directors (Mrs. Lindsey;" AmeriNet and Mrs. Lindsey being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet must, at the time of closing, secure the resignation of all of its officers and directors, other than Mr. Edward C. Dmytryk, who will remain on AmeriNet's board of directors as a designee of the Yankee Companies, Inc., a Florida corporation ("Yankees"), and discharge all liabilities and obligations to them, as a result of which, AmeriNet must enter into agreements with all existing officers and directors to terminate all agreements and secure their resignations, as of the closing on the PCG acquisition, subject to the condition precedent that it is in fact acquired and WHEREAS, subject to the terms and conditions set forth below, Mrs. Lindsey is agreeable to making the concessions required in order for AmeriNet to meet the conditions and obligations of its proposed agreement with PCG: NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article I Definitions The following terms or phrases, as used in this Agreement, will have the following meanings: (A) Accredited Investor: An investor that meets the requirements for treatment as an accredited investor, as defined in Rule 501(a) of Commission Regulation D, which provides as follows: Accredited investor. "Accredited investor" will mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its p olitical 32 subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in ss.230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (B) (1) Closing: The effectuation of the transactions called for by this Agreement, including exchange of securities, execution of instruments, stock certificates, stock powers, releases and other documents. (2) Closing Date: The date on which the Closing takes place. (3) PCG Closing: The Closing on AmeriNet's reorganization agreement with PCG, which shall take place concurrently with and as a condition to the Closing. (C) Code: The Internal Revenue Code of 1986, as amended. (D) Commission: The United States Securities and Exchange Commission. (E) EDGAR: The Commission's electronic data gathering and retrieval system accessible by the public at the Commission's website located at http://www.sec.gov. 33 (F) (1) Exchange Act: The Securities Exchange Act of 1934, as amended. (2) Exchange Act Reports: The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and Commission Schedules 14A and 14C, that AmeriNet is required to file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act. (G) Florida Act: The Florida Securities and Investor Protection Act. (H) 0 Florida Rule: Florida Rule 3E-500.005, which provides as follows: Disclosure requirements of Section 517.061(11)(a)3., Florida Statutes. (1) Transactions by an issuer which do not satisfy all of the conditions of this rule will not raise any presumption that the exemptions provided by Section 517.061(11), Florida Statutes is not available for such transactions. Attempted compliance with this rule does not act as an election; the issuer can also claim the availability of Section 517.061(11), Florida Statutes, outside this rule. (2) The determination as to whether sales of securities are part of a larger offering (i.e., are deemed to be integrated) depends on the particular facts and circumstances. In determining whether sales should be regarded as part of a larger offering and thus should be integrated, the facts described in Rule 3E-500.01 should be considered. (3) Although sales made pursuant to Section 517.061(11), Florida Statutes, and in compliance with this rule, are exempt from the registration provisions of this Act, such exemption does not avoid the antifraud provisions of Sections 517.301 and 517.311, Florida Statutes. (4) The provisions of this rule will apply only to transactions which are consummated with persons in the State of Florida. (5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that each purchaser, or his representative be provided with or given reasonable access to full and fair disclosure of all material information will be deemed to be satisfied if either paragraphs (5)(a) or (5)(b) are complied with: (a) Access to or Furnishing of Information. Reasonable access to, or the furnishing of, material information will be deemed to have been satisfied if prior to the sale a purchaser is given access to the following information: 1. All material books and records of the issuer; and 2. All material contracts and documents relating to the proposed transaction; and 3. An opportunity to question the appropriate executive officers or partners. 34 (6) In the case of an issuer that is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the provisions of paragraph (5)(b) of this rule will be deemed satisfied by providing the following: (a) The information contained in the annual report required to be filed under the Securities Exchange Act of 1934 or a registration statement on Form S-1 [CCH Federal Securities Law Reporter P. 7121 ] under the Securities Act of 1933, whichever filing is the most recent required to be filed, and the information contained in any definitive proxy statement required to be filed pursuant to Section 14 of the Securities Exchange Act of 1934 and in any reports or documents required to be filed by the issuer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since the filing of such annual report or registration statement; and (b) A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the issuer's affairs which are not disclosed in the documents furnished. (I) Reorganization: The corporate events effected in reliance on Section 368(a)(1)(B) of the Code which are to take place on or about April 17, 2001, between AmeriNet and PCG as a result of which PCG will become a wholly owned subsidiary of AmeriNet and the former PCG securities holders will become the controlling stockholders of AmeriNet. (J) Reorganization Agreement: The agreement between AmeriNet and all of the stockholders of PCG pursuant to which the Reorganization is to be effected. (K) Rule 144(d)(3)(ii) [Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters] .... (ii) Conversions. If the securities sold were acquired from the issuer for a consideration consisting solely of other securities of the same issuer surrendered for conversion, the securities so acquired shall be deemed to have been acquired at the same time as the securities surrendered for conversion .... (L) S-8 Shares The shares to be issued registered by AmeriNet with the Commission on Form S-8 and issued to Mrs. Lindsey in satisfaction of all compensation due him under all agreements to provide services to AmeriNet, including reimbursement for all expenses associated therewith. (M) Section 3(a)(9) (1) Sec. 3(a) of the Securities Act, which provides as follows in subsection (9): Except as hereinafter expressly provided the provisions of this title shall not apply to any of the following classes of securities: .... [Securities Exchanged with Security Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange; 35 (2) Commission Regulations ss.230.149, [Definition of "Exchanged" in Section 3(a)(9), for Certain Transactions]: The term "exchanged" in section 3(a)(9) shall be deemed to include the issuance of a security in consideration of the surrender by the existing security holders of the issuer, of outstanding securities of the issuer, notwithstanding the fact that the surrender of the outstanding securities may be required by the terms of the plan of exchange to be accompanied by such payment in cash by the security holder as may be necessary to effect an equitable adjustment, in respect of dividends or interest paid or payable on the securities involved in the exchange, as between such security holder and other security holders of the same class accepting the offer of exchange. (3) Commission Regulations ss.230.150, [Definition of "Commission or Other Remuneration" in Section 3(a)(9), for Certain Transactions] The term "commission or other remuneration" in Section 3(a)(9) shall not include payments made by the issuer, directly or indirectly, to its security holders in connection with an exchange of securities for outstanding securities, when such payments are part of the terms of the offer of exchange. (N) Securities Act: The Securities Act of 1933, as amended. (O) Service: The United States Internal Revenue Service. (P) Reserved. (Q) All undefined financial terms will have the meanings ascribed to them by generally accepted accounting practices, consistently applied on the accrual basis of accounting, as modified by rules of the Commission including Regulations SB and SK. (R) Additional terms characterized by initial capital letters are defined in this Agreement immediately following their first use. Article II Operative Provisions Subject to the conditions precedent that: all actions required to be taken in order to comply with the securities and other laws of each state having jurisdiction over the transactions called for under this Agreement; and, that the Reorganization becomes fully effective on or before May 31, 2001, the Parties hereby agree as follows: (A) Mrs. Lindsey hereby agrees to take all of the following actions, at or before the Closing: (1) Resign as an officer of AmeriNet; (2) Resign as a member of AmeriNet's board of directors; (3) Resign from any other capacities in which services or goods are provided to AmeriNet. (B) AmeriNet hereby agrees to take all of the following actions, at or before the Closing: (1) Accept the resignation of Mrs. Lindsey; (2) Prepare and file a registration statement on Commission Form S-8 registering the S-8 Shares; (3) Distributing the S-8 Shares to Mrs. Lindsey. 36 (C) The Parties hereby agree to terminate all employment, service and other agreements between them, effective as of the Closing, provided that Mrs. Lindsey will be entitled to receipt of all accrued but unpaid compensation under such agreements, as of the Closing, in the form of 90,658 S-8 shares of AmeriNet's common stock, such shares to be registered with the Commission as required under the Securities Act and the Exchange Act, using Form S-8; provided, however, that such shares may not be sold during the 365 day period following the closing at a rate of more than $5,000 per month in aggregate sales proceeds. (D) As a condition to Mrs. Lindsey's receipt of the S-8 Shares, Mrs. Lindsey hereby represents and warrants that Mrs. Lindsey: (1) Is familiar with the requirements for treatment as an "accredited investor" under Regulation D and Section 4(6) of the Securities Act and meets one or more of the definitions of an "accredited investor" contained in Rule 501(a) promulgated under authority of Securities Act and has, alone or together with his, her or its advisors or representatives, if any, such knowledge and experience in financial matters that he she or it is capable of evaluating the relative risks and merits of the transactions contemplated hereby, the text of Rule 501(a) being set forth, in full, above; (2) Acknowledges that he, she or it has, based on his, her or its own substantial experience, the ability to evaluate the transactions contemplated hereby and the merits and risks thereof in general and the suitability of the transaction for him, her or it in particular; (3) (a) Understands that the offer and transfer or issuance of the securities involved is being made in reliance on the Party's representation that he, she or it has reviewed all of AmeriNet's reports filed with the Commission during the past 12 months and posted on the Commission's Internet web site (www.sec.gov) under the EDGAR Archives sub site, and has become familiar with the information disclosed therein, including that contained in exhibits filed with such reports; (b) Is fully aware of the material risks associated with becoming an investor in AmeriNet and confirms that he, she or it was previously informed that all documents, records and books pertaining to this investment have been available from AmeriNet and that all documents, records and books pertaining to this transaction requested by him, her or it have been made available to him, her or it; (4) Has had an opportunity to ask questions of and receive answers from the officers of AmeriNet concerning the terms and conditions of this Agreement and the transactions contemplated hereby, as well as the affairs of AmeriNet, the contemplated affairs of PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications and related matters; (5) Has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraphs (a), (b), (c) and (d) hereof, as well as to supplement the information in the Exchange Act Reports called for by the Florida Rule; (6) Has represented that he, she or it has the general ability to bear the risks of the subject transaction and that he, she or it is a suitable investor for a private offering and hereby affirms the correctness of such information; (7) Is aware that: 37 The securities involved are a speculative investment with no assurance that AmeriNet, PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications will be successful, or if successful, that such success will result in payments to such Party or to realization of capital gains by such Party on disposition of the securities involved. (8) Has obtained his, her or its own opinion from his, her or its own legal counsel to the effect that after an examination of the transactions associated herewith and the applicable law, no action needs to be taken by any Party in conjunction with this Agreement and the issuance of the securities involved in conjunction therewith, other than such actions as have already been taken in order to comply with the securities law requirements of his, her or its state of domicile. Article III Superseder, Mutual Releases & Closing (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet, Mrs. Lindsey and their affiliates, all of which will be henceforth be deemed null and void except that, in conjunction with the exchange of any type of AmeriNet security for any other type of AmeriNet security required by the terms of this Agreement, each such exchange shall be deemed a separate transaction pursuant to the exemptive provisions of Section 3(a)(10) of the Securities Act and Commission Rule 144(d)(3)(ii). (B) In consideration for the exchange of covenants reflected above but excepting only the obligations created by this Agreement, AmeriNet and Mrs. Lindsey hereby each release, discharge and forgive the other, and each of the others' subsidiaries, affiliates, members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. (C) The transactions contemplated by this Agreement will be effected concurrently with the Closing on the Reorganization but in any event, prior to May 31, 2001, and, to the extent possible, the Closing will be effected through exchange of documents and instruments in escrow, by next day delivery service, such documents and instruments to be released from escrow concurrently with confirmation by legal counsel to Mrs. Lindsey that all transactions contemplated by this Agreement have been completed; provided, however, that the Reorganization shall constitute a condition to the obligations of the Parties and in the event that the Reorganization Agreement is terminated without Closing, then this Agreement shall be deemed null and void due to failure of conditions precedent. Article IV General Provisions 4.1 Interpretation. (A) 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. (B) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 38 (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof 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. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 4.2 Notice. (A) All notices, demands or other communications given hereunder will be in writing and will be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (1) To AmeriNet: AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Attention: Edward C. Dmytryk, President; Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail Ed@amerinetgroup.com; -------------------- (2) To Mrs. Lindsey: Vanessa H. Lindsey; 340 Southeast 55th Avenue; Ocala, Florida 34471; Telephone (352) 624-4042,Fax (352) 694-1325, and e-mail dan16van@msn.com. or such other address or to such other person as any Party will designate to the other for such purpose in the manner hereinafter set forth. (B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (C) (1) The Parties acknowledge that the Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised AmeriNet and Mrs. Lindsey to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on its own behalf. (3) The decision by any AmeriNet or Mrs. Lindsey not to use the services of legal counsel in conjunction with this transaction will be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent Yankees's general counsel, who has reviewed, approved and caused modifications on behalf of Yankees, from representing anyone other than Yankees in this transaction. 4.3 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and will be of no force or effect. 39 4.4 Survival. The several representations, warranties and covenants of the Parties contained herein will survive the execution hereof and the Reorganization and will be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.5 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance will 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, will not be affected thereby. 4.6 Governing Law. This Agreement will be construed in accordance with the substantive and procedural laws of the State of Delaware (other than those regulating taxation and choice of law). 4.7 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party will be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 4.8 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder will, to the extent legally permitted, be held in Broward 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 Broward County, Florida to be selected by lot from four alternatives to be provided, two by Mrs. Lindsey and two by AmeriNet. (b) The mediation efforts will be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; 40 (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 Broward County, Florida to be selected by lot, in the same manner as set forth for mediation. (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) (1) It is agreed that this Agreement will be construed pursuant to the laws of the State of Florida and, in the event it is necessary for any party to seek to enforce this Agreement, jurisdiction will be in the appropriate court or tribunal in Broward County, Florida and United States Courts for the Southern District of Florida and that, in the event it is necessary to enforce this Agreement, the prevailing Party will be entitled to recover all reasonable costs, expenses, and attorney's fees, and will be construed as costs for purposes of this Agreement. (2) The Parties specifically agree and waive any right to a jury trial in the event that it is necessary for a party to institute legal proceedings herein. 4.9 Benefit of Agreement. The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 4.10 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 4.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts will constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission will be deemed legally sufficient to bind the signatory; however, the Parties will, for aesthetic purposes, prepare a fully executed original version of this Agreement which will be the document filed with the Commission. 4.12 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by its general counsel. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. 41 (C) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. In Witness Whereof, AmeriNet and Mrs. Lindsey have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, Sealed and Delivered In Our Presence: AmeriNet Group.com, Inc. /s/ Jennifer Mitchem (A Delaware corporation) /s/ Edward Stroberg By: /s/ Edward Dmytryk Edward C. Dmytryk, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 6, 2001 State of Florida } County of Marion } ss.: On this 6th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 7th day of June, 2004. {Seal} /s/ Sally Ann Stroberg Notary Public Edward Stroberg Vanessa H. Lindsey /s/ Jennifer Mitchem /s/ Vanessa H. Lindsey Vanessa H. Lindsey Dated: April 6, 2001 State of Florida } County of Marion } ss.: On this 6th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Vanessa H. Lindsey, to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 7th day of June, 2004. (Seal) /s/ Sally Ann Stroberg Notary Public 42 EX-10.88 7 exb10-88.txt DMYTRYK, SUPERSEDER & SETTLEMENT AGREEMENT Superseder & Settlement Agreement This Superseder & Settlement Agreement (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act ("AmeriNet"); and, Edward C. Dmytryk, a Florida resident who currently serves as an officer of AmeriNet or as a member of AmeriNet's board of directors (Mr. Dmytryk;" AmeriNet and Mr. Dmytryk being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet must, at the time of closing, secure the resignation of all of its officers and directors, other than Mr. Edward C. Dmytryk, who will remain on AmeriNet's board of directors as a designee of the Yankee Companies, Inc., a Florida corporation ("Yankees"), and discharge all liabilities and obligations to them, as a result of which, AmeriNet must enter into agreements with all existing officers and directors to terminate all agreements and secure their resignations, as of the closing on the PCG acquisition, subject to the condition precedent that it is in fact acquired and WHEREAS, subject to the terms and conditions set forth below, Mr. Dmytryk is agreeable to making the concessions required in order for AmeriNet to meet the conditions and obligations of its proposed agreement with PCG: NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article I Definitions The following terms or phrases, as used in this Agreement, will have the following meanings: (A) Accredited Investor: An investor that meets the requirements for treatment as an accredited investor, as defined in Rule 501(a) of Commission Regulation D, which provides as follows: Accredited investor. "Accredited investor" will mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political 43 subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in ss.230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (B) (1) Closing: The effectuation of the transactions called for by this Agreement, including exchange of securities, execution of instruments, stock certificates, stock powers, releases and other documents. (2) Closing Date: The date on which the Closing takes place. (3) PCG Closing: The Closing on AmeriNet's reorganization agreement with PCG, which shall take place concurrently with and as a condition to the Closing. (C) Code: The Internal Revenue Code of 1986, as amended. (D) Commission: The United States Securities and Exchange Commission. (E) EDGAR: The Commission's electronic data gathering and retrieval system accessible by the public at the Commission's website located at http://www.sec.gov. 44 (F) (1) Exchange Act: The Securities Exchange Act of 1934, as amended. (2) Exchange Act Reports: The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and Commission Schedules 14A and 14C, that AmeriNet is required to file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act. (G) Florida Act: The Florida Securities and Investor Protection Act. (H) Florida Rule: Florida Rule 3E-500.005, which provides as follows: Disclosure requirements of Section 517.061(11)(a)3., Florida Statutes. (1) Transactions by an issuer which do not satisfy all of the conditions of this rule will not raise any presumption that the exemptions provided by Section 517.061(11), Florida Statutes is not available for such transactions. Attempted compliance with this rule does not act as an election; the issuer can also claim the availability of Section 517.061(11), Florida Statutes, outside this rule. (2) The determination as to whether sales of securities are part of a larger offering (i.e., are deemed to be integrated) depends on the particular facts and circumstances. In determining whether sales should be regarded as part of a larger offering and thus should be integrated, the facts described in Rule 3E-500.01 should be considered. (3) Although sales made pursuant to Section 517.061(11), Florida Statutes, and in compliance with this rule, are exempt from the registration provisions of this Act, such exemption does not avoid the antifraud provisions of Sections 517.301 and 517.311, Florida Statutes. (4) The provisions of this rule will apply only to transactions which are consummated with persons in the State of Florida. (5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that each purchaser, or his representative be provided with or given reasonable access to full and fair disclosure of all material information will be deemed to be satisfied if either paragraphs (5)(a) or (5)(b) are complied with: (a) Access to or Furnishing of Information. Reasonable access to, or the furnishing of, material information will be deemed to have been satisfied if prior to the sale a purchaser is given access to the following information: 1. All material books and records of the issuer; and 2. All material contracts and documents relating to the proposed transaction; and 3. An opportunity to question the appropriate executive officers or partners. 45 (6) In the case of an issuer that is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the provisions of paragraph (5)(b) of this rule will be deemed satisfied by providing the following: (a) The information contained in the annual report required to be filed under the Securities Exchange Act of 1934 or a registration statement on Form S-1 [CCH Federal Securities Law Reporter P. 7121 ] under the Securities Act of 1933, whichever filing is the most recent required to be filed, and the information contained in any definitive proxy statement required to be filed pursuant to Section 14 of the Securities Exchange Act of 1934 and in any reports or documents required to be filed by the issuer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since the filing of such annual report or registration statement; and (b) A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the issuer's affairs which are not disclosed in the documents furnished. (I) Reorganization: The corporate events effected in reliance on Section 368(a)(1)(B) of the Code which are to take place on or about April 17, 2001, between AmeriNet and PCG as a result of which PCG will become a wholly owned subsidiary of AmeriNet and the former PCG securities holders will become the controlling stockholders of AmeriNet. (J) Reorganization Agreement: The agreement between AmeriNet and all of the stockholders of PCG pursuant to which the Reorganization is to be effected. (K) Rule 144(d)(3)(ii) [Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters] .... (ii) Conversions. If the securities sold were acquired from the issuer for a consideration consisting solely of other securities of the same issuer surrendered for conversion, the securities so acquired shall be deemed to have been acquired at the same time as the securities surrendered for conversion .... (L) S-8 Shares The shares to be issued registered by AmeriNet with the Commission on Form S-8 and issued to Mr. Dmytryk in satisfaction of all compensation due him under all agreements to provide services to AmeriNet, including reimbursement for all expenses associated therewith. (M) Section 3(a)(9) (1) Sec. 3(a) of the Securities Act, which provides as follows in subsection (9): Except as hereinafter expressly provided the provisions of this title shall not apply to any of the following classes of securities: .... [Securities Exchanged with Security Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange; 46 (2) Commission Regulations ss.230.149, [Definition of "Exchanged" in Section 3(a)(9), for Certain Transactions]: The term "exchanged" in section 3(a)(9) shall be deemed to include the issuance of a security in consideration of the surrender by the existing security holders of the issuer, of outstanding securities of the issuer, notwithstanding the fact that the surrender of the outstanding securities may be required by the terms of the plan of exchange to be accompanied by such payment in cash by the security holder as may be necessary to effect an equitable adjustment, in respect of dividends or interest paid or payable on the securities involved in the exchange, as between such security holder and other security holders of the same class accepting the offer of exchange. (3) Commission Regulations ss.230.150, [Definition of "Commission or Other Remuneration" in Section 3(a)(9), for Certain Transactions] The term "commission or other remuneration" in Section 3(a)(9) shall not include payments made by the issuer, directly or indirectly, to its security holders in connection with an exchange of securities for outstanding securities, when such payments are part of the terms of the offer of exchange. (N) Securities Act: The Securities Act of 1933, as amended. (O) Service: The United States Internal Revenue Service. (P) Reserved. (Q) All undefined financial terms will have the meanings ascribed to them by generally accepted accounting practices, consistently applied on the accrual basis of accounting, as modified by rules of the Commission including Regulations SB and SK. (R) Additional terms characterized by initial capital letters are defined in this Agreement immediately following their first use. Article II Operative Provisions Subject to the conditions precedent that: all actions required to be taken in order to comply with the securities and other laws of each state having jurisdiction over the transactions called for under this Agreement; and, that the Reorganization becomes fully effective on or before May 31, 2001, the Parties hereby agree as follows: (A) Mr. Dmytryk hereby agrees to take all of the following actions, at or before the Closing: (1) Resign as an officer of AmeriNet; (2) Resign as a member of AmeriNet's board of directors; (3) Resign from any other capacities in which services or goods are provided to AmeriNet. (B) AmeriNet hereby agrees to take all of the following actions, at or before the Closing: (1) Accept the resignation of Mr. Dmytryk; (2) Prepare and file a registration statement on Commission Form S-8 registering the S-8 Shares; 47 (3) Distributing the S-8 Shares to Mr. Dmytryk. (C) The Parties hereby agree to terminate all employment, service and other agreements between them, effective as of the Closing, provided that Mr. Dmytryk will be entitled to receipt of all accrued but unpaid compensation under such agreements, as of the Closing, in the form of 187,741 S-8 shares of AmeriNet's common stock, such shares to be registered with the Commission as required under the Securities Act and the Exchange Act, using Form S-8; provided, however, that such shares may not be sold during the 365 day period following the closing at a rate of more than $5,000 per month in aggregate sales proceeds. (D) As a condition to Mr. Dmytryk's receipt of the S-8 Shares, Mr. Dmytryk hereby represents and warrants that Mr. Dmytryk: (1) Is familiar with the requirements for treatment as an "accredited investor" under Regulation D and Section 4(6) of the Securities Act and meets one or more of the definitions of an "accredited investor" contained in Rule 501(a) promulgated under authority of Securities Act and has, alone or together with his, her or its advisors or representatives, if any, such knowledge and experience in financial matters that he she or it is capable of evaluating the relative risks and merits of the transactions contemplated hereby, the text of Rule 501(a) being set forth, in full, above; (2) Acknowledges that he, she or it has, based on his, her or its own substantial experience, the ability to evaluate the transactions contemplated hereby and the merits and risks thereof in general and the suitability of the transaction for him, her or it in particular; (3)(a) Understands that the offer and transfer or issuance of the securities involved is being made in reliance on the Party's representation that he, she or it has reviewed all of AmeriNet's reports filed with the Commission during the past 12 months and posted on the Commission's Internet web site (www.sec.gov) under the EDGAR Archives sub site, and has become familiar with the information disclosed therein, including that contained in exhibits filed with such reports; (b) Is fully aware of the material risks associated with becoming an investor in AmeriNet and confirms that he, she or it was previously informed that all documents, records and books pertaining to this investment have been available from AmeriNet and that all documents, records and books pertaining to this transaction requested by him, her or it have been made available to him, her or it; (4) Has had an opportunity to ask questions of and receive answers from the officers of AmeriNet concerning the terms and conditions of this Agreement and the transactions contemplated hereby, as well as the affairs of AmeriNet, the contemplated affairs of PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications and related matters; (5) Has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraphs (a), (b), (c) and (d) hereof, as well as to supplement the information in the Exchange Act Reports called for by the Florida Rule; (6) Has represented that he, she or it has the general ability to bear the risks of the subject transaction and that he, she or it is a suitable investor for a private offering and hereby affirms the correctness of such information; (7) Is aware that: 48 The securities involved are a speculative investment with no assurance that AmeriNet, PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications will be successful, or if successful, that such success will result in payments to such Party or to realization of capital gains by such Party on disposition of the securities involved. (8) Has obtained his, her or its own opinion from his, her or its own legal counsel to the effect that after an examination of the transactions associated herewith and the applicable law, no action needs to be taken by any Party in conjunction with this Agreement and the issuance of the securities involved in conjunction therewith, other than such actions as have already been taken in order to comply with the securities law requirements of his, her or its state of domicile. Article III Superseder, Mutual Releases & Closing (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet, Mr. Dmytryk and their affiliates, all of which will be henceforth be deemed null and void except that, in conjunction with the exchange of any type of AmeriNet security for any other type of AmeriNet security required by the terms of this Agreement, each such exchange shall be deemed a separate transaction pursuant to the exemptive provisions of Section 3(a)(10) of the Securities Act and Commission Rule 144(d)(3)(ii). (B) In consideration for the exchange of covenants reflected above but excepting only the obligations created by this Agreement, AmeriNet and Mr. Dmytryk hereby each release, discharge and forgive the other, and each of the others' subsidiaries, affiliates, members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. (C) The transactions contemplated by this Agreement will be effected concurrently with the Closing on the Reorganization but in any event, prior to May 31, 2001, and, to the extent possible, the Closing will be effected through exchange of documents and instruments in escrow, by next day delivery service, such documents and instruments to be released from escrow concurrently with confirmation by legal counsel to Mr. Dmytryk that all transactions contemplated by this Agreement have been completed; provided, however, that the Reorganization shall constitute a condition to the obligations of the Parties and in the event that the Reorganization Agreement is terminated without Closing, then this Agreement shall be deemed null and void due to failure of conditions precedent. Article IV General Provisions 4.1 Interpretation. (A) 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. (B) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 49 (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof 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. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 4.2 Notice. (A) All notices, demands or other communications given hereunder will be in writing and will be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (1) To AmeriNet: AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Attention: Edward C. Dmytryk, President; Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail Ed@amerinetgroup.com; (2) To Mr. Dmytryk: Edward C. Dmytryk; 315 Premier Vista Way, St. Augustine, Florida 32080; Telephone: (904) 471-9664; Fax: (800) 474-7647; and e-mail edmytryk@earthlink.net or such other address or to such other person as any Party will designate to the other for such purpose in the manner hereinafter set forth. (B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (C) (1) The Parties acknowledge that the Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised AmeriNet and Mr. Dmytryk to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on its own behalf. (3) The decision by any AmeriNet or Mr. Dmytryk not to use the services of legal counsel in conjunction with this transaction will be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent Yankees's general counsel, who has reviewed, approved and caused modifications on behalf of Yankees, from representing anyone other than Yankees in this transaction. 4.3 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and will be of no force or effect. 50 4.4 Survival. The several representations, warranties and covenants of the Parties contained herein will survive the execution hereof and the Reorganization and will be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.5 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance will 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, will not be affected thereby. 4.6 Governing Law. This Agreement will be construed in accordance with the substantive and procedural laws of the State of Delaware (other than those regulating taxation and choice of law). 4.7 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party will be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 4.8 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder will, to the extent legally permitted, be held in Broward 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 Broward County, Florida to be selected by lot from four alternatives to be provided, two by Mr. Dmytryk and two by AmeriNet. (b) The mediation efforts will be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; 51 (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 Broward County, Florida to be selected by lot, in the same manner as set forth for mediation. (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) (1) It is agreed that this Agreement will be construed pursuant to the laws of the State of Florida and, in the event it is necessary for any party to seek to enforce this Agreement, jurisdiction will be in the appropriate court or tribunal in Broward County, Florida and United States Courts for the Southern District of Florida and that, in the event it is necessary to enforce this Agreement, the prevailing Party will be entitled to recover all reasonable costs, expenses, and attorney's fees, and will be construed as costs for purposes of this Agreement. (2) The Parties specifically agree and waive any right to a jury trial in the event that it is necessary for a party to institute legal proceedings herein. 4.9 Benefit of Agreement. The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 4.10 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 4.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts will constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission will be deemed legally sufficient to bind the signatory; however, the Parties will, for aesthetic purposes, prepare a fully executed original version of this Agreement which will be the document filed with the Commission. 4.12 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by its general counsel. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. 52 (C) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. In Witness Whereof, AmeriNet and Mr. Dmytryk have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, Sealed and Delivered In Our Presence: AmeriNet Group.com, Inc. /s/ Jennifer Mitchem (A Delaware corporation) /s/ Cyndi Calvo By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 9,2001 State of Florida } County of Palm Beach } ss.: On this 9th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 7th day of June, 2001. {Seal} /s/ Sally Ann Stroberg Notary Public /s/ Jennifer Mitchem Edward C. Dmytryk /s/ Vanessa H. Lindsey /s/ Edward C. Dmytryk Edward C. Dmytryk Dated: April 9th, 2001 State of Florida } County of Palm Beach } ss.: On this 9th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Edward C. Dmytryk, to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 7th day of June, 2001. (Seal) /s/ Sally Ann Stroberg Notary Public 53 EX-10.89 8 exb10-89.txt WILSON, SUPERSEDER & SETTLEMENT AGREEMENT Superseder & Settlement Agreement This Superseder & Settlement Agreement (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act ("AmeriNet"); and, Doulgas L. Wilson, a Florida resident who currently serves as an officer of AmeriNet or as a member of AmeriNet's board of directors (Mr. Wilson;" AmeriNet and Mr. Wilson being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet must, at the time of closing, secure the resignation of all of its officers and directors, other than Mr. Edward C. Dmytryk, who will remain on AmeriNet's board of directors as a designee of the Yankee Companies, Inc., a Florida corporation ("Yankees"), and discharge all liabilities and obligations to them, as a result of which, AmeriNet must enter into agreements with all existing officers and directors to terminate all agreements and secure their resignations, as of the closing on the PCG acquisition, subject to the condition precedent that it is in fact acquired and WHEREAS, subject to the terms and conditions set forth below, Mr. Wilson is agreeable to making the concessions required in order for AmeriNet to meet the conditions and obligations of its proposed agreement with PCG: NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article I Definitions The following terms or phrases, as used in this Agreement, will have the following meanings: (A) Accredited Investor: An investor that meets the requirements for treatment as an accredited investor, as defined in Rule 501(a) of Commission Regulation D, which provides as follows: Accredited investor. "Accredited investor" will mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political 54 subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in ss.230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (B) (1) Closing: The effectuation of the transactions called for by this Agreement, including exchange of securities, execution of instruments, stock certificates, stock powers, releases and other documents. (2) Closing Date: The date on which the Closing takes place. (3) PCG Closing: The Closing on AmeriNet's reorganization agreement with PCG, which shall take place concurrently with and as a condition to the Closing. (C) Code: The Internal Revenue Code of 1986, as amended. (D) Commission: The United States Securities and Exchange Commission. (E) EDGAR: The Commission's electronic data gathering and retrieval system accessible by the public at the Commission's website located at http://www.sec.gov. 55 (F) (1) Exchange Act: The Securities Exchange Act of 1934, as amended. (2) Exchange Act Reports: The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and Commission Schedules 14A and 14C, that AmeriNet is required to file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act. (G) Florida Act: The Florida Securities and Investor Protection Act. (H) Florida Rule: Florida Rule 3E-500.005, which provides as follows: Disclosure requirements of Section 517.061(11)(a)3., Florida Statutes. (1) Transactions by an issuer which do not satisfy all of the conditions of this rule will not raise any presumption that the exemptions provided by Section 517.061(11), Florida Statutes is not available for such transactions. Attempted compliance with this rule does not act as an election; the issuer can also claim the availability of Section 517.061(11), Florida Statutes, outside this rule. (2) The determination as to whether sales of securities are part of a larger offering (i.e., are deemed to be integrated) depends on the particular facts and circumstances. In determining whether sales should be regarded as part of a larger offering and thus should be integrated, the facts described in Rule 3E-500.01 should be considered. (3) Although sales made pursuant to Section 517.061(11), Florida Statutes, and in compliance with this rule, are exempt from the registration provisions of this Act, such exemption does not avoid the antifraud provisions of Sections 517.301 and 517.311, Florida Statutes. (4) The provisions of this rule will apply only to transactions which are consummated with persons in the State of Florida. (5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that each purchaser, or his representative be provided with or given reasonable access to full and fair disclosure of all material information will be deemed to be satisfied if either paragraphs (5)(a) or (5)(b) are complied with: (a) Access to or Furnishing of Information. Reasonable access to, or the furnishing of, material information will be deemed to have been satisfied if prior to the sale a purchaser is given access to the following information: 1. All material books and records of the issuer; and 2. All material contracts and documents relating to the proposed transaction; and 3. An opportunity to question the appropriate executive officers or partners. .... 56 (6) In the case of an issuer that is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the provisions of paragraph (5)(b) of this rule will be deemed satisfied by providing the following: (a) The information contained in the annual report required to be filed under the Securities Exchange Act of 1934 or a registration statement on Form S-1 [CCH Federal Securities Law Reporter P. 7121 ] under the Securities Act of 1933, whichever filing is the most recent required to be filed, and the information contained in any definitive proxy statement required to be filed pursuant to Section 14 of the Securities Exchange Act of 1934 and in any reports or documents required to be filed by the issuer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since the filing of such annual report or registration statement; and (b) A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the issuer's affairs which are not disclosed in the documents furnished. (I) Reorganization: The corporate events effected in reliance on Section 368(a)(1)(B) of the Code which are to take place on or about April 17, 2001, between AmeriNet and PCG as a result of which PCG will become a wholly owned subsidiary of AmeriNet and the former PCG securities holders will become the controlling stockholders of AmeriNet. (J) Reorganization Agreement: The agreement between AmeriNet and all of the stockholders of PCG pursuant to which the Reorganization is to be effected. (K) Rule 144(d)(3)(ii) [Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters] .... (ii) Conversions. If the securities sold were acquired from the issuer for a consideration consisting solely of other securities of the same issuer surrendered for conversion, the securities so acquired shall be deemed to have been acquired at the same time as the securities surrendered for conversion .... (L) S-8 Shares The shares to be issued registered by AmeriNet with the Commission on Form S-8 and issued to Mr. Wilson in satisfaction of all compensation due him under all agreements to provide services to AmeriNet, including reimbursement for all expenses associated therewith. (M) Section 3(a)(9) (1) Sec. 3(a) of the Securities Act, which provides as follows in subsection (9): Except as hereinafter expressly provided the provisions of this title shall not apply to any of the following classes of securities: .... [Securities Exchanged with Security Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange; 57 (2) Commission Regulations ss.230.149, [Definition of "Exchanged" in Section 3(a)(9), for Certain Transactions]: The term "exchanged" in section 3(a)(9) shall be deemed to include the issuance of a security in consideration of the surrender by the existing security holders of the issuer, of outstanding securities of the issuer, notwithstanding the fact that the surrender of the outstanding securities may be required by the terms of the plan of exchange to be accompanied by such payment in cash by the security holder as may be necessary to effect an equitable adjustment, in respect of dividends or interest paid or payable on the securities involved in the exchange, as between such security holder and other security holders of the same class accepting the offer of exchange. (3) Commission Regulations ss.230.150, [Definition of "Commission or Other Remuneration" in Section 3(a)(9), for Certain Transactions] The term "commission or other remuneration" in Section 3(a)(9) shall not include payments made by the issuer, directly or indirectly, to its security holders in connection with an exchange of securities for outstanding securities, when such payments are part of the terms of the offer of exchange. (N) Securities Act: The Securities Act of 1933, as amended. (O) Service: The United States Internal Revenue Service. (P) Reserved. (Q) All undefined financial terms will have the meanings ascribed to them by generally accepted accounting practices, consistently applied on the accrual basis of accounting, as modified by rules of the Commission including Regulations SB and SK. (R) Additional terms characterized by initial capital letters are defined in this Agreement immediately following their first use. Article II Operative Provisions Subject to the conditions precedent that: all actions required to be taken in order to comply with the securities and other laws of each state having jurisdiction over the transactions called for under this Agreement; and, that the Reorganization becomes fully effective on or before May 31, 2001, the Parties hereby agree as follows: (A) Mr. Wilson hereby agrees to take all of the following actions, at or before the Closing: (1) Resign as an officer of AmeriNet; (2) Resign as a member of AmeriNet's board of directors; (3) Resign from any other capacities in which services or goods are provided to AmeriNet. (B) AmeriNet hereby agrees to take all of the following actions, at or before the Closing: (1) Accept the resignation of Mr. Wilson; (2) Prepare and file a registration statement on Commission Form S-8 registering the S-8 Shares; 58 (3) Distributing the S-8 Shares to Mr. Wilson. (C) The Parties hereby agree to terminate all employment, service and other agreements between them, effective as of the Closing, provided that Mr. Wilson will be entitled to receipt of all accrued but unpaid compensation under such agreements, as of the Closing, in the form of 92,216 S-8 shares of AmeriNet's common stock, such shares to be registered with the Commission as required under the Securities Act and the Exchange Act, using Form S-8; provided, however, that such shares may not be sold during the 365 day period following the closing at a rate of more than $5,000 per month in aggregate sales proceeds. (D) As a condition to Mr. Wilson's receipt of the S-8 Shares, Mr. Wilson hereby represents and warrants that Mr. Wilson: (1) Is familiar with the requirements for treatment as an "accredited investor" under Regulation D and Section 4(6) of the Securities Act and meets one or more of the definitions of an "accredited investor" contained in Rule 501(a) promulgated under authority of Securities Act and has, alone or together with his, her or its advisors or representatives, if any, such knowledge and experience in financial matters that he she or it is capable of evaluating the relative risks and merits of the transactions contemplated hereby, the text of Rule 501(a) being set forth, in full, above; (2) Acknowledges that he, she or it has, based on his, her or its own substantial experience, the ability to evaluate the transactions contemplated hereby and the merits and risks thereof in general and the suitability of the transaction for him, her or it in particular; (3) (a) Understands that the offer and transfer or issuance of the securities involved is being made in reliance on the Party's representation that he, she or it has reviewed all of AmeriNet's reports filed with the Commission during the past 12 months and posted on the Commission's Internet web site (www.sec.gov) under the EDGAR Archives sub site, and has become familiar with the information disclosed therein, including that contained in exhibits filed with such reports; (b) Is fully aware of the material risks associated with becoming an investor in AmeriNet and confirms that he, she or it was previously informed that all documents, records and books pertaining to this investment have been available from AmeriNet and that all documents, records and books pertaining to this transaction requested by him, her or it have been made available to him, her or it; (4) Has had an opportunity to ask questions of and receive answers from the officers of AmeriNet concerning the terms and conditions of this Agreement and the transactions contemplated hereby, as well as the affairs of AmeriNet, the contemplated affairs of PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications and related matters; (5) Has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraphs (a), (b), (c) and (d) hereof, as well as to supplement the information in the Exchange Act Reports called for by the Florida Rule; (6) Has represented that he, she or it has the general ability to bear the risks of the subject transaction and that he, she or it is a suitable investor for a private offering and hereby affirms the correctness of such information; (7) Is aware that: 59 The securities involved are a speculative investment with no assurance that AmeriNet, PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications will be successful, or if successful, that such success will result in payments to such Party or to realization of capital gains by such Party on disposition of the securities involved. (8) Has obtained his, her or its own opinion from his, her or its own legal counsel to the effect that after an examination of the transactions associated herewith and the applicable law, no action needs to be taken by any Party in conjunction with this Agreement and the issuance of the securities involved in conjunction therewith, other than such actions as have already been taken in order to comply with the securities law requirements of his, her or its state of domicile. Article III Superseder, Mutual Releases & Closing (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet, Mr. Wilson and their affiliates, all of which will be henceforth be deemed null and void except that, in conjunction with the exchange of any type of AmeriNet security for any other type of AmeriNet security required by the terms of this Agreement, each such exchange shall be deemed a separate transaction pursuant to the exemptive provisions of Section 3(a)(10) of the Securities Act and Commission Rule 144(d)(3)(ii). (B) In consideration for the exchange of covenants reflected above but excepting only the obligations created by this Agreement, AmeriNet and Mr. Wilson hereby each release, discharge and forgive the other, and each of the others' subsidiaries, affiliates, members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. (C) The transactions contemplated by this Agreement will be effected concurrently with the Closing on the Reorganization but in any event, prior to May 31, 2001, and, to the extent possible, the Closing will be effected through exchange of documents and instruments in escrow, by next day delivery service, such documents and instruments to be released from escrow concurrently with confirmation by legal counsel to Mr. Wilson that all transactions contemplated by this Agreement have been completed; provided, however, that the Reorganization shall constitute a condition to the obligations of the Parties and in the event that the Reorganization Agreement is terminated without Closing, then this Agreement shall be deemed null and void due to failure of conditions precedent. Article IV General Provisions 4.1 Interpretation. (A) 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. (B) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 60 (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof 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. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 4.2 Notice. (A) All notices, demands or other communications given hereunder will be in writing and will be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (1) To AmeriNet: AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Attention: Edward C. Dmytryk, President; Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail Ed@amerinetgroup.com; (2) To Mr. Wilson: Douglas L. Wilson; 616 Sanctuary Road, Naples, Florida 34120; Telephone (941) 348-0894; Fax (941) 348-7026; and e-mail: DouglasWilson@earthlink.net --------------------------- or such other address or to such other person as any Party will designate to the other for such purpose in the manner hereinafter set forth. (B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (C) (1) The Parties acknowledge that the Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised AmeriNet and Mr. Wilson to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on its own behalf. (3) The decision by any AmeriNet or Mr. Wilson not to use the services of legal counsel in conjunction with this transaction will be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent Yankees's general counsel, who has reviewed, approved and caused modifications on behalf of Yankees, from representing anyone other than Yankees in this transaction. 4.3 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and will be of no force or effect. 61 4.4 Survival. The several representations, warranties and covenants of the Parties contained herein will survive the execution hereof and the Reorganization and will be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.5 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance will 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, will not be affected thereby. 4.6 Governing Law. This Agreement will be construed in accordance with the substantive and procedural laws of the State of Delaware (other than those regulating taxation and choice of law). 4.7 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party will be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 4.8 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder will, to the extent legally permitted, be held in Broward 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 Broward County, Florida to be selected by lot from four alternatives to be provided, two by Mr. Wilson and two by AmeriNet. (b) The mediation efforts will be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; 62 (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 Broward County, Florida to be selected by lot, in the same manner as set forth for mediation. (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) (1) It is agreed that this Agreement will be construed pursuant to the laws of the State of Florida and, in the event it is necessary for any party to seek to enforce this Agreement, jurisdiction will be in the appropriate court or tribunal in Broward County, Florida and United States Courts for the Southern District of Florida and that, in the event it is necessary to enforce this Agreement, the prevailing Party will be entitled to recover all reasonable costs, expenses, and attorney's fees, and will be construed as costs for purposes of this Agreement. (2) The Parties specifically agree and waive any right to a jury trial in the event that it is necessary for a party to institute legal proceedings herein. 4.9 Benefit of Agreement. The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 4.10 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 4.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts will constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission will be deemed legally sufficient to bind the signatory; however, the Parties will, for aesthetic purposes, prepare a fully executed original version of this Agreement which will be the document filed with the Commission. 4.12 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by its general counsel. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. 63 (C) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. In Witness Whereof, AmeriNet and Mr. Wilson have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, Sealed and Delivered In Our Presence: AmeriNet Group.com, Inc. /s/ Jennifer Mitchem (A Delaware corporation) /s/ Sally Ann Stroberg By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 11, 2001 State of Florida } County of Palm Beach } ss.: On this 11th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 24th day of April, 2005. {Seal} /s/ Maria E. Garcia Notary Public _________________________________ Douglas L. Wilson - --------------------------------- /s/ Douglas L. Wolson Douglas L. Wilson Dated: April 11, 2001 State of Florida } County of Palm Beach } ss.: On this 11th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Douglas L. Wilson, to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 24th day of April, 2005. (Seal) /s/ Maria E. Garcia Notary Public 64 EX-10.90 9 exb10-90.txt CANTLEY SUPERSEDER & SETTLEMENT AGREEMENT Superseder & Settlement Agreement This Superseder & Settlement Agreement (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act ("AmeriNet"); and, David K. Cantley, a Florida resident who currently serves as an officer of AmeriNet or as a member of AmeriNet's board of directors (Mr. Cantley;" AmeriNet and Mr. Cantley being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet must, at the time of closing, secure the resignation of all of its officers and directors, other than Mr. Edward C. Dmytryk, who will remain on AmeriNet's board of directors as a designee of the Yankee Companies, Inc., a Florida corporation ("Yankees"), and discharge all liabilities and obligations to them, as a result of which, AmeriNet must enter into agreements with all existing officers and directors to terminate all agreements and secure their resignations, as of the closing on the PCG acquisition, subject to the condition precedent that it is in fact acquired and WHEREAS, subject to the terms and conditions set forth below, Mr. Cantley is agreeable to making the concessions required in order for AmeriNet to meet the conditions and obligations of its proposed agreement with PCG: NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article I Definitions The following terms or phrases, as used in this Agreement, will have the following meanings: (A) Accredited Investor: An investor that meets the requirements for treatment as an accredited investor, as defined in Rule 501(a) of Commission Regulation D, which provides as follows: Accredited investor. "Accredited investor" will mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political 65 subdivisions,or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in ss.230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (B) (1) Closing: The effectuation of the transactions called for by this Agreement, including exchange of securities, execution of instruments, stock certificates, stock powers, releases and other documents. (2) Closing Date: The date on which the Closing takes place. (3) PCG Closing: The Closing on AmeriNet's reorganization agreement with PCG, which shall take place concurrently with and as a condition to the Closing. (C) Code: The Internal Revenue Code of 1986, as amended. (D) Commission: The United States Securities and Exchange Commission. (E) EDGAR: The Commission's electronic data gathering and retrieval system accessible by the public at the Commission's website located at http://www.sec.gov. 66 (F) (1) Exchange Act: The Securities Exchange Act of 1934, as amended. (2) Exchange Act Reports: The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and Commission Schedules 14A and 14C, that AmeriNet is required to file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act. (G) Florida Act: The Florida Securities and Investor Protection Act. (H) Florida Rule: Florida Rule 3E-500.005, which provides as follows: Disclosure requirements of Section 517.061(11)(a)3., Florida Statutes. (1) Transactions by an issuer which do not satisfy all of the conditions of this rule will not raise any presumption that the exemptions provided by Section 517.061(11), Florida Statutes is not available for such transactions. Attempted compliance with this rule does not act as an election; the issuer can also claim the availability of Section 517.061(11), Florida Statutes, outside this rule. (2) The determination as to whether sales of securities are part of a larger offering (i.e., are deemed to be integrated) depends on the particular facts and circumstances. In determining whether sales should be regarded as part of a larger offering and thus should be integrated, the facts described in Rule 3E-500.01 should be considered. (3) Although sales made pursuant to Section 517.061(11), Florida Statutes, and in compliance with this rule, are exempt from the registration provisions of this Act, such exemption does not avoid the antifraud provisions of Sections 517.301 and 517.311, Florida Statutes. (4) The provisions of this rule will apply only to transactions which are consummated with persons in the State of Florida. (5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that each purchaser, or his representative be provided with or given reasonable access to full and fair disclosure of all material information will be deemed to be satisfied if either paragraphs (5)(a) or (5)(b) are complied with: (a) Access to or Furnishing of Information. Reasonable access to, or the furnishing of, material information will be deemed to have been satisfied if prior to the sale a purchaser is given access to the following information: 1. All material books and records of the issuer; and 2. All material contracts and documents relating to the proposed transaction; and 3. An opportunity to question the appropriate executive officers or partners. . 67 (6) In the case of an issuer that is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the provisions of paragraph (5)(b) of this rule will be deemed satisfied by providing the following: (a) The information contained in the annual report required to be filed under the Securities Exchange Act of 1934 or a registration statement on Form S-1 [CCH Federal Securities Law Reporter P. 7121 ] under the Securities Act of 1933, whichever filing is the most recent required to be filed, and the information contained in any definitive proxy statement required to be filed pursuant to Section 14 of the Securities Exchange Act of 1934 and in any reports or documents required to be filed by the issuer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since the filing of such annual report or registration statement; and (b) A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the issuer's affairs which are not disclosed in the documents furnished. (I) Reorganization: The corporate events effected in reliance on Section 368(a)(1)(B) of the Code which are to take place on or about April 17, 2001, between AmeriNet and PCG as a result of which PCG will become a wholly owned subsidiary of AmeriNet and the former PCG securities holders will become the controlling stockholders of AmeriNet. (J) Reorganization Agreement: The agreement between AmeriNet and all of the stockholders of PCG pursuant to which the Reorganization is to be effected. (K) Rule 144(d)(3)(ii) [Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters] .... (ii) Conversions. If the securities sold were acquired from the issuer for a consideration consisting solely of other securities of the same issuer surrendered for conversion, the securities so acquired shall be deemed to have been acquired at the same time as the securities surrendered for conversion .... (L) S-8 Shares The shares to be issued registered by AmeriNet with the Commission on Form S-8 and issued to Mr. Cantley in satisfaction of all compensation due him under all agreements to provide services to AmeriNet, including reimbursement for all expenses associated therewith. (M) Section 3(a)(9) (1) Sec. 3(a) of the Securities Act, which provides as follows in subsection (9): Except as hereinafter expressly provided the provisions of this title shall not apply to any of the following classes of securities: .... [Securities Exchanged with Security Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange; 68 (2) Commission Regulations ss.230.149, [Definition of "Exchanged" in Section 3(a)(9), for Certain Transactions]: The term "exchanged" in section 3(a)(9) shall be deemed to include the issuance of a security in consideration of the surrender by the existing security holders of the issuer, of outstanding securities of the issuer, notwithstanding the fact that the surrender of the outstanding securities may be required by the terms of the plan of exchange to be accompanied by such payment in cash by the security holder as may be necessary to effect an equitable adjustment, in respect of dividends or interest paid or payable on the securities involved in the exchange, as between such security holder and other security holders of the same class accepting the offer of exchange. (3) Commission Regulations ss.230.150, [Definition of "Commission or Other Remuneration" in Section 3(a)(9), for Certain Transactions] The term "commission or other remuneration" in Section 3(a)(9) shall not include payments made by the issuer, directly or indirectly, to its security holders in connection with an exchange of securities for outstanding securities, when such payments are part of the terms of the offer of exchange. (N) Securities Act: The Securities Act of 1933, as amended. (O) Service: The United States Internal Revenue Service. (P) Reserved. (Q) All undefined financial terms will have the meanings ascribed to them by generally accepted accounting practices, consistently applied on the accrual basis of accounting, as modified by rules of the Commission including Regulations SB and SK. (R) Additional terms characterized by initial capital letters are defined in this Agreement immediately following their first use. Article II Operative Provisions Subject to the conditions precedent that: all actions required to be taken in order to comply with the securities and other laws of each state having jurisdiction over the transactions called for under this Agreement; and, that the Reorganization becomes fully effective on or before May 31, 2001, the Parties hereby agree as follows: (A) Mr. Cantley hereby agrees to take all of the following actions, at or before the Closing: (1) Resign as an officer of AmeriNet; (2) Resign as a member of AmeriNet's board of directors; (3) Resign from any other capacities in which services or goods are provided to AmeriNet. (B) AmeriNet hereby agrees to take all of the following actions, at or before the Closing: (1) Accept the resignation of Mr. Cantley; (2) Prepare and file a registration statement on Commission Form S-8 registering the S-8 Shares; 69 (3) Distributing the S-8 Shares to Mr. Cantley. (C) The Parties hereby agree to terminate all employment, service and other agreements between them, effective as of the Closing, provided that Mr. Cantley will be entitled to receipt of all accrued but unpaid compensation under such agreements, as of the Closing, in the form of 10,216 S-8 shares of AmeriNet's common stock, such shares to be registered with the Commission as required under the Securities Act and the Exchange Act, using Form S-8; provided, however, that such shares may not be sold during the 365 day period following the closing at a rate of more than $5,000 per month in aggregate sales proceeds. (D) As a condition to Mr. Cantley's receipt of the S-8 Shares, Mr. Cantley hereby represents and warrants that Mr. Cantley: (1) Is familiar with the requirements for treatment as an "accredited investor" under Regulation D and Section 4(6) of the Securities Act and meets one or more of the definitions of an "accredited investor" contained in Rule 501(a) promulgated under authority of Securities Act and has, alone or together with his, her or its advisors or representatives, if any, such knowledge and experience in financial matters that he she or it is capable of evaluating the relative risks and merits of the transactions contemplated hereby, the text of Rule 501(a) being set forth, in full, above; (2) Acknowledges that he, she or it has, based on his, her or its own substantial experience, the ability to evaluate the transactions contemplated hereby and the merits and risks thereof in general and the suitability of the transaction for him, her or it in particular; (3) (a) Understands that the offer and transfer or issuance of the securities involved is being made in reliance on the Party's representation that he, she or it has reviewed all of AmeriNet's reports filed with the Commission during the past 12 months and posted on the Commission's Internet web site (www.sec.gov) under the EDGAR Archives sub site, and has become familiar with the information disclosed therein, including that contained in exhibits filed with such reports; (b) Is fully aware of the material risks associated with becoming an investor in AmeriNet and confirms that he, she or it was previously informed that all documents, records and books pertaining to this investment have been available from AmeriNet and that all documents, records and books pertaining to this transaction requested by him, her or it have been made available to him, her or it; (4) Has had an opportunity to ask questions of and receive answers from the officers of AmeriNet concerning the terms and conditions of this Agreement and the transactions contemplated hereby, as well as the affairs of AmeriNet, the contemplated affairs of PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications and related matters; (5) Has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraphs (a), (b), (c) and (d) hereof, as well as to supplement the information in the Exchange Act Reports called for by the Florida Rule; (6) Has represented that he, she or it has the general ability to bear the risks of the subject transaction and that he, she or it is a suitable investor for a private offering and hereby affirms the correctness of such information; 70 (7) Is aware that: The securities involved are a speculative investment with no assurance that AmeriNet, PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications will be successful, or if successful, that such success will result in payments to such Party or to realization of capital gains by such Party on disposition of the securities involved. (8) Has obtained his, her or its own opinion from his, her or its own legal counsel to the effect that after an examination of the transactions associated herewith and the applicable law, no action needs to be taken by any Party in conjunction with this Agreement and the issuance of the securities involved in conjunction therewith, other than such actions as have already been taken in order to comply with the securities law requirements of his, her or its state of domicile. Article III Superseder, Mutual Releases & Closing (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet, Mr. Cantley and their affiliates, all of which will be henceforth be deemed null and void except that, in conjunction with the exchange of any type of AmeriNet security for any other type of AmeriNet security required by the terms of this Agreement, each such exchange shall be deemed a separate transaction pursuant to the exemptive provisions of Section 3(a)(10) of the Securities Act and Commission Rule 144(d)(3)(ii). (B) In consideration for the exchange of covenants reflected above but excepting only the obligations created by this Agreement, AmeriNet and Mr. Cantley hereby each release, discharge and forgive the other, and each of the others' subsidiaries, affiliates, members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. (C) The transactions contemplated by this Agreement will be effected concurrently with the Closing on the Reorganization but in any event, prior to May 31, 2001, and, to the extent possible, the Closing will be effected through exchange of documents and instruments in escrow, by next day delivery service, such documents and instruments to be released from escrow concurrently with confirmation by legal counsel to Mr. Cantley that all transactions contemplated by this Agreement have been completed; provided, however, that the Reorganization shall constitute a condition to the obligations of the Parties and in the event that the Reorganization Agreement is terminated without Closing, then this Agreement shall be deemed null and void due to failure of conditions precedent. Article IV General Provisions 4.1 Interpretation. (A) 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. (B) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 71 (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof 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. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 4.2 Notice. (A) All notices, demands or other communications given hereunder will be in writing and will be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (1) To AmeriNet: AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Attention: Edward C. Dmytryk, President; Telephone (561)998-3435, Fax (561) 998-3425; and, e-mail Ed@amerinetgroup.com; (2) To Mr. Cantley: David K. Cantley; 4197 Southeast Bayview Street, Stuart, Florida 34497; Telephone: (561) 221-8793; and e-mail dkc1444@aol.com or such other address or to such other person as any Party will designate to the other for such purpose in the manner hereinafter set forth. (B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (C) (1) The Parties acknowledge that the Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised AmeriNet and Mr. Cantley to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on its own behalf. (3) The decision by any AmeriNet or Mr. Cantley not to use the services of legal counsel in conjunction with this transaction will be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent Yankees's general counsel, who has reviewed, approved and caused modifications on behalf of Yankees, from representing anyone other than Yankees in this transaction. 4.3 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and will be of no force or effect. 72 4.4 Survival. The several representations, warranties and covenants of the Parties contained herein will survive the execution hereof and the Reorganization and will be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.5 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance will 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, will not be affected thereby. 4.6 Governing Law. This Agreement will be construed in accordance with the substantive and procedural laws of the State of Delaware (other than those regulating taxation and choice of law). 4.7 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party will be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 4.8 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder will, to the extent legally permitted, be held in Broward 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 Broward County, Florida to be selected by lot from four alternatives to be provided, two by Mr. Cantley and two by AmeriNet. (b) The mediation efforts will be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; 73 (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 Broward County, Florida to be selected by lot, in the same manner as set forth for mediation. (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) (1) It is agreed that this Agreement will be construed pursuant to the laws of the State of Florida and, in the event it is necessary for any party to seek to enforce this Agreement, jurisdiction will be in the appropriate court or tribunal in Broward County, Florida and United States Courts for the Southern District of Florida and that, in the event it is necessary to enforce this Agreement, the prevailing Party will be entitled to recover all reasonable costs, expenses, and attorney's fees, and will be construed as costs for purposes of this Agreement. (2) The Parties specifically agree and waive any right to a jury trial in the event that it is necessary for a party to institute legal proceedings herein. 4.9 Benefit of Agreement. The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 4.10 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 4.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts will constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission will be deemed legally sufficient to bind the signatory; however, the Parties will, for aesthetic purposes, prepare a fully executed original version of this Agreement which will be the document filed with the Commission. 4.12 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by its general counsel. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. 74 (C) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. In Witness Whereof, AmeriNet and Mr. Cantley have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, Sealed and Delivered In Our Presence: AmeriNet Group.com, Inc. /s/ Sally Ann Stroberg (A Delaware corporation) /s/ Jennifer Mitchem By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President (Corporation) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: May 21, 2001 State of Florida } County of Palm Beach } ss.: On this 21st day of May, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 7th day of June, 2004. {Seal} /s/ Sally Ann Stroberg Notary Public /s/ Nancy Molinari David K. Cantley /s/ Charles Scimeca /s/ David K. Cantley Dated: May 17, 2001 State of Florida } County of Palm Beach } ss.: On this 17th day of May, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared David K. Cantley, to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 3rd day of Januray, 2003. (Seal) /s/ Deborah A. Harris Notary Public 75 EX-10.91 10 exb10-91.txt VAN ETTEN, SUPERSEDER & SETTLEMENT AGREEMENT Superseder & Settlement Agreement This Superseder & Settlement Agreement (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act ("AmeriNet"); and, Lawrence R. Van Etten, a Florida resident who currently serves as an officer of AmeriNet or as a member of AmeriNet's board of directors (Mr. Van Etten;" AmeriNet and Mr. Van Etten being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet is entering into a reorganization agreement pursuant to Section 368(a)(1)(B) of the Code with Park City Group, Inc., a Delaware corporation headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet must, at the time of closing, secure the resignation of all of its officers and directors, other than Mr. Edward C. Dmytryk, who will remain on AmeriNet's board of directors as a designee of the Yankee Companies, Inc., a Florida corporation ("Yankees"), and discharge all liabilities and obligations to them, as a result of which, AmeriNet must enter into agreements with all existing officers and directors to terminate all agreements and secure their resignations, as of the closing on the PCG acquisition, subject to the condition precedent that it is in fact acquired and WHEREAS, subject to the terms and conditions set forth below, Mr. Van Etten is agreeable to making the concessions required in order for AmeriNet to meet the conditions and obligations of its proposed agreement with PCG: NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article I Definitions The following terms or phrases, as used in this Agreement, will have the following meanings: (A) Accredited Investor: An investor that meets the requirements for treatment as an accredited investor, as defined in Rule 501(a) of Commission Regulation D, which provides as follows: Accredited investor. "Accredited investor" will mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; 76 any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in ss.230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (B) (1) Closing: The effectuation of the transactions called for by this Agreement, including exchange of securities, execution of instruments, stock certificates, stock powers, releases and other documents. (2) Closing Date: The date on which the Closing takes place. (3) PCG Closing: The Closing on AmeriNet's reorganization agreement with PCG, which shall take place concurrently with and as a condition to the Closing. (C) Code: The Internal Revenue Code of 1986, as amended. (D) Commission: The United States Securities and Exchange Commission. 77 (E) EDGAR: The Commission's electronic data gathering and retrieval system accessible by the public at the Commission's website located at http://www.sec.gov. (F) (1) Exchange Act: The Securities Exchange Act of 1934, as amended. (2) Exchange Act Reports: The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and Commission Schedules 14A and 14C, that AmeriNet is required to file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange Act. (G) Florida Act: The Florida Securities and Investor Protection Act. (H) Florida Rule: Florida Rule 3E-500.005, which provides as follows: Disclosure requirements of Section 517.061(11)(a)3., Florida Statutes. (1) Transactions by an issuer which do not satisfy all of the conditions of this rule will not raise any presumption that the exemptions provided by Section 517.061(11), Florida Statutes is not available for such transactions. Attempted compliance with this rule does not act as an election; the issuer can also claim the availability of Section 517.061(11), Florida Statutes, outside this rule. (2) The determination as to whether sales of securities are part of a larger offering (i.e., are deemed to be integrated) depends on the particular facts and circumstances. In determining whether sales should be regarded as part of a larger offering and thus should be integrated, the facts described in Rule 3E-500.01 should be considered. (3) Although sales made pursuant to Section 517.061(11), Florida Statutes, and in compliance with this rule, are exempt from the registration provisions of this Act, such exemption does not avoid the antifraud provisions of Sections 517.301 and 517.311, Florida Statutes. (4) The provisions of this rule will apply only to transactions which are consummated with persons in the State of Florida. (5) The requirements of Sections 517.061(11)(a)(3), Florida Statutes, that each purchaser, or his representative be provided with or given reasonable access to full and fair disclosure of all material information will be deemed to be satisfied if either paragraphs (5)(a) or (5)(b) are complied with: (a) Access to or Furnishing of Information. Reasonable access to, or the furnishing of, material information will be deemed to have been satisfied if prior to the sale a purchaser is given access to the following information: 1. All material books and records of the issuer; and 2. All material contracts and documents relating to the proposed transaction; and 78 3. An opportunity to question the appropriate executive officers or partners. (6) In the case of an issuer that is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the provisions of paragraph (5)(b) of this rule will be deemed satisfied by providing the following: (a) The information contained in the annual report required to be filed under the Securities Exchange Act of 1934 or a registration statement on Form S-1 [CCH Federal Securities Law Reporter P. 7121 ] under the Securities Act of 1933, whichever filing is the most recent required to be filed, and the information contained in any definitive proxy statement required to be filed pursuant to Section 14 of the Securities Exchange Act of 1934 and in any reports or documents required to be filed by the issuer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, since the filing of such annual report or registration statement; and (b) A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in the issuer's affairs which are not disclosed in the documents furnished. (I) Reorganization: The corporate events effected in reliance on Section 368(a)(1)(B) of the Code which are to take place on or about April 17, 2001, between AmeriNet and PCG as a result of which PCG will become a wholly owned subsidiary of AmeriNet and the former PCG securities holders will become the controlling stockholders of AmeriNet. (J) Reorganization Agreement: The agreement between AmeriNet and all of the stockholders of PCG pursuant to which the Reorganization is to be effected. (K) Rule 144(d)(3)(ii) [Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters] .... (ii) Conversions. If the securities sold were acquired from the issuer for a consideration consisting solely of other securities of the same issuer surrendered for conversion, the securities so acquired shall be deemed to have been acquired at the same time as the securities surrendered for conversion .... (L) S-8 Shares The shares to be issued registered by AmeriNet with the Commission on Form S-8 and issued to Mr. Van Etten in satisfaction of all compensation due him under all agreements to provide services to AmeriNet, including reimbursement for all expenses associated therewith. (M) Section 3(a)(9) (1) Sec. 3(a) of the Securities Act, which provides as follows in subsection (9): Except as hereinafter expressly provided the provisions of this title shall not apply to any of the following classes of securities: .... [Securities Exchanged with Security Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its 79 existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange; (2) Commission Regulations ss.230.149, [Definition of "Exchanged" in Section 3(a)(9), for Certain Transactions]: The term "exchanged" in section 3(a)(9) shall be deemed to include the issuance of a security in consideration of the surrender by the existing security holders of the issuer, of outstanding securities of the issuer, notwithstanding the fact that the surrender of the outstanding securities may be required by the terms of the plan of exchange to be accompanied by such payment in cash by the security holder as may be necessary to effect an equitable adjustment, in respect of dividends or interest paid or payable on the securities involved in the exchange, as between such security holder and other security holders of the same class accepting the offer of exchange. (3) Commission Regulations ss.230.150, [Definition of "Commission or Other Remuneration" in Section 3(a)(9), for Certain Transactions] The term "commission or other remuneration" in Section 3(a)(9) shall not include payments made by the issuer, directly or indirectly, to its security holders in connection with an exchange of securities for outstanding securities, when such payments are part of the terms of the offer of exchange. (N) Securities Act: The Securities Act of 1933, as amended. (O) Service: The United States Internal Revenue Service. (P) Reserved. (Q) All undefined financial terms will have the meanings ascribed to them by generally accepted accounting practices, consistently applied on the accrual basis of accounting, as modified by rules of the Commission including Regulations SB and SK. (R) Additional terms characterized by initial capital letters are defined in this Agreement immediately following their first use. Article II Operative Provisions Subject to the conditions precedent that: all actions required to be taken in order to comply with the securities and other laws of each state having jurisdiction over the transactions called for under this Agreement; and, that the Reorganization becomes fully effective on or before May 31, 2001, the Parties hereby agree as follows: (A) Mr. Van Etten hereby agrees to take all of the following actions, at or before the Closing: (1) Resign as an officer of AmeriNet; (2) Resign as a member of AmeriNet's board of directors; (3) Resign from any other capacities in which services or goods are provided to AmeriNet. (B) AmeriNet hereby agrees to take all of the following actions, at or before the Closing: (1) Accept the resignation of Mr. Van Etten; 80 (2) Prepare and file a registration statement on Commission Form S-8 registering the S-8 Shares; (3) Distributing the S-8 Shares to Mr. Van Etten. (C) The Parties hereby agree to terminate all employment, service and other agreements between them, effective as of the Closing, provided that Mr. Van Etten will be entitled to receipt of all accrued but unpaid compensation under such agreements, as of the Closing, in the form of 178,643 S-8 shares of AmeriNet's common stock, such shares to be registered with the Commission as required under the Securities Act and the Exchange Act, using Form S-8; provided, however, that such shares may not be sold during the 365 day period following the closing at a rate of more than $5,000 per month in aggregate sales proceeds. (D) As a condition to Mr. Van Etten's receipt of the S-8 Shares, Mr. Van Etten hereby represents and warrants that Mr. Van Etten: (1) Is familiar with the requirements for treatment as an "accredited investor" under Regulation D and Section 4(6) of the Securities Act and meets one or more of the definitions of an "accredited investor" contained in Rule 501(a) promulgated under authority of Securities Act and has, alone or together with his, her or its advisors or representatives, if any, such knowledge and experience in financial matters that he she or it is capable of evaluating the relative risks and merits of the transactions contemplated hereby, the text of Rule 501(a) being set forth, in full, above; (2) Acknowledges that he, she or it has, based on his, her or its own substantial experience, the ability to evaluate the transactions contemplated hereby and the merits and risks thereof in general and the suitability of the transaction for him, her or it in particular; (3) (a) Understands that the offer and transfer or issuance of the securities involved is being made in reliance on the Party's representation that he, she or it has reviewed all of AmeriNet's reports filed with the Commission during the past 12 months and posted on the Commission's Internet web site (www.sec.gov) under the EDGAR Archives sub site, and has become familiar with the information disclosed therein, including that contained in exhibits filed with such reports; (b) Is fully aware of the material risks associated with becoming an investor in AmeriNet and confirms that he, she or it was previously informed that all documents, records and books pertaining to this investment have been available from AmeriNet and that all documents, records and books pertaining to this transaction requested by him, her or it have been made available to him, her or it; (4) Has had an opportunity to ask questions of and receive answers from the officers of AmeriNet concerning the terms and conditions of this Agreement and the transactions contemplated hereby, as well as the affairs of AmeriNet, the contemplated affairs of PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications and related matters; (5) Has had an opportunity to obtain additional information necessary to verify the accuracy of the information referred to in subparagraphs (a), (b), (c) and (d) hereof, as well as to supplement the information in the Exchange Act Reports called for by the Florida Rule; (6) Has represented that he, she or it has the general ability to bear the risks of the subject transaction and that he, she or it is a suitable investor for a private offering and hereby affirms the correctness of such information; (7) Is aware that: 81 The securities involved are a speculative investment with no assurance that AmeriNet, PCG, WRI, Vista Vacations, PriMed Technologies, Trilogy International, Lorilei and AmeriNet Communications will be successful, or if successful, that such success will result in payments to such Party or to realization of capital gains by such Party on disposition of the securities involved. (8) Has obtained his, her or its own opinion from his, her or its own legal counsel to the effect that after an examination of the transactions associated herewith and the applicable law, no action needs to be taken by any Party in conjunction with this Agreement and the issuance of the securities involved in conjunction therewith, other than such actions as have already been taken in order to comply with the securities law requirements of his, her or its state of domicile. Article III Superseder, Mutual Releases & Closing (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet, Mr. Van Etten and their affiliates, all of which will be henceforth be deemed null and void except that, in conjunction with the exchange of any type of AmeriNet security for any other type of AmeriNet security required by the terms of this Agreement, each such exchange shall be deemed a separate transaction pursuant to the exemptive provisions of Section 3(a)(10) of the Securities Act and Commission Rule 144(d)(3)(ii). (B) In consideration for the exchange of covenants reflected above but excepting only the obligations created by this Agreement, AmeriNet and Mr. Van Etten hereby each release, discharge and forgive the other, and each of the others' subsidiaries, affiliates, members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. (C) The transactions contemplated by this Agreement will be effected concurrently with the Closing on the Reorganization but in any event, prior to May 31, 2001, and, to the extent possible, the Closing will be effected through exchange of documents and instruments in escrow, by next day delivery service, such documents and instruments to be released from escrow concurrently with confirmation by legal counsel to Mr. Van Etten that all transactions contemplated by this Agreement have been completed; provided, however, that the Reorganization shall constitute a condition to the obligations of the Parties and in the event that the Reorganization Agreement is terminated without Closing, then this Agreement shall be deemed null and void due to failure of conditions precedent. Article IV General Provisions 4.1 Interpretation. (A) 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. (B) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." (C) The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 82 (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof 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. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 4.2 Notice. (A) All notices, demands or other communications given hereunder will be in writing and will be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (1) To AmeriNet: AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Attention: Edward C. Dmytryk, President; Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail Ed@amerinetgroup.com; (2) To Mr. Van Etten: Lawrence R. Van Etten; 1601 North 15th Terrace, Hollywood, Florida 33020; Telephone: (954) 929-9860; Fax: (954) 929-0284; and e-mail larry@amerinetgroup.com or such other address or to such other person as any Party will designate to the other for such purpose in the manner hereinafter set forth. (B) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (C) (1) The Parties acknowledge that the Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised AmeriNet and Mr. Van Etten to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on its own behalf. (3) The decision by any AmeriNet or Mr. Van Etten not to use the services of legal counsel in conjunction with this transaction will be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent Yankees's general counsel, who has reviewed, approved and caused modifications on behalf of Yankees, from representing anyone other than Yankees in this transaction. 4.3 Merger of All Prior Agreements Herein. (A) This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral are merged herein and will be of no force or effect. 83 4.4 Survival. The several representations, warranties and covenants of the Parties contained herein will survive the execution hereof and the Reorganization and will be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.5 Severability. If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent or subsequent, or the application of such provision or any portion thereof to any person or circumstance will 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, will not be affected thereby. 4.6 Governing Law. This Agreement will be construed in accordance with the substantive and procedural laws of the State of Delaware (other than those regulating taxation and choice of law). 4.7 Indemnification. (A) Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including legal or other expenses incidental thereto), contingent, current, or inchoate to which they or any one of them may become subject as a direct, indirect or incidental consequence of any action by the indemnifying Party or as a consequence of the failure of the indemnifying Party to act, whether pursuant to requirements of this Agreement or otherwise. (B) In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the successful Party will be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys' fees throughout any negotiations, trials or appeals, whether or not any suit is instituted. 4.8 Dispute Resolution. (A) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement any proceedings pertaining directly or indirectly to the rights or obligations of the Parties hereunder will, to the extent legally permitted, be held in Broward 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 Broward County, Florida to be selected by lot from four alternatives to be provided, two by Mr. Van Etten and two by AmeriNet. (b) The mediation efforts will be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; 84 (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 Broward County, Florida to be selected by lot, in the same manner as set forth for mediation. (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) (1) It is agreed that this Agreement will be construed pursuant to the laws of the State of Florida and, in the event it is necessary for any party to seek to enforce this Agreement, jurisdiction will be in the appropriate court or tribunal in Broward County, Florida and United States Courts for the Southern District of Florida and that, in the event it is necessary to enforce this Agreement, the prevailing Party will be entitled to recover all reasonable costs, expenses, and attorney's fees, and will be construed as costs for purposes of this Agreement. (2) The Parties specifically agree and waive any right to a jury trial in the event that it is necessary for a party to institute legal proceedings herein. 4.9 Benefit of Agreement. The terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees but are not intended to confer upon any other person any rights or remedies hereunder. 4.10 Further Assurances. The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement. 4.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) All executed counterparts will constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. (C) Execution by exchange of facsimile transmission will be deemed legally sufficient to bind the signatory; however, the Parties will, for aesthetic purposes, prepare a fully executed original version of this Agreement which will be the document filed with the Commission. 4.12 License. (A) This form of agreement is the property of Yankees and has been customized for this transaction with the consent of Yankees by its general counsel. (B) The use of this form of agreement by the Parties is authorized hereby solely for purposes of this transaction. 85 (C) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. In Witness Whereof, AmeriNet and Mr. Van Etten have caused this Agreement to be executed by themselves or their duly authorized respective officers, all as of the last date set forth below: Signed, Sealed and Delivered In Our Presence: AmeriNet Group.com, Inc. /s/ Jennifer Mitchem (A Delaware corporation) /s/ Sally Ann Stroberg By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 10, 2001 State of Florida } County of Palm Beach } ss.: On this 10th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Edward C. Dmytryk and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 13thday of February , 2004. {Seal} /s/ Karen E. Amoroso Notary Public _________________________________ Lawrence R. Van Etten - --------------------------------- /s/ Lawrence R. Van Etten Lawrence R. Van Etten Dated: April 10, 2001 State of Florida } County of Palm Beach } ss.: On this 10th day of April, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Lawrence R. Van Etten, to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be his free act and deed, for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires the 13th day of February, 2004. (Seal) /s/ Karen E. Amoroso Notary Public 86 -----END PRIVACY-ENHANCED MESSAGE-----