-----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, HYgYQMYn4s3YACggOP3ZHlVkAICaqJlRu0UdiDjdtjfjtgqK6NSgZf5I9whtC7y2 07CRZv9CeErvLZmfBUFRzA== 0000050471-01-500016.txt : 20010629 0000050471-01-500016.hdr.sgml : 20010629 ACCESSION NUMBER: 0000050471-01-500016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20010613 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIELDS TECHNOLOGIES INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 1670275 BUSINESS ADDRESS: STREET 1: 333 MAIN STREET STREET 2: * CITY: PARK CITY STATE: UT ZIP: 84060 BUSINESS PHONE: 435-645-2221 MAIL ADDRESS: STREET 1: 333 MAIN STREET STREET 2: * CITY: PARK CITY STATE: UT ZIP: 84060 FORMER COMPANY: FORMER CONFORMED NAME: AMERINET GROUP COM INC DATE OF NAME CHANGE: 19990803 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY GROWTH SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19951214 FORMER COMPANY: FORMER CONFORMED NAME: INFOTEC INC DATE OF NAME CHANGE: 19930506 8-K 1 form_8k-062801.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2001 FIELDS TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-03718 (Commission File Number) 11-2050317 (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) 333 Main Street, Park City, Utah 84060 (Address of Principal Executive Offices)(Zip Code) Registrant's telephone number, including area code (435) 649-2221 Former Name: AmeriNet Group.com, Inc. Former Address: 2500 N. Military Trail, Suite 225, Boca Raton, Florida 33431 (Former Name or Former Address, if Changed Since Last Report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT On June 13, 2001, Fields Technologies, Inc., formerly known as AmeriNet Group.com, Inc. (the "Company") completed its acquisition of 98.76% of the outstanding common stock of Park City Group, Inc. from certain stockholders of Park City Group, Inc. (the "Park City Group Participants") pursuant to the terms of a Reorganization Agreement that was executed on May 31, 2001 (the "Reorganization Agreement"). On December 21, 2000, the Company's stockholders approved the acquisition of one or more businesses, whether or not characterized as reverse acquisitions and whether or not such transactions resulted in a change of control of the Company. Pursuant to the Reorganization Agreement, Park City Group, Inc. became a consolidated subsidiary of the Company and the Park City Group Participants became stockholders of the Company. The Company issued 109,623,600 shares (approximately 74% of the Company's currently outstanding stock) of restricted Company voting common stock to the Park City Group Participants and may issue approximately 74,000,000 additional shares (approximately 33% of the Company's outstanding stock if 74 million additional shares are issued) of restricted voting common stock upon additional Park City Group, Inc. share exchanges, Company private placement note defaults, Park City Group, Inc. preferred stock conversions, the Company incurring certain unindemnified expenses, and the Park City Group Participants earning certain performance shares. As a condition to the closing of the Reorganization Agreement, the Company was required to hold at least $1 million in either cash or notes receivable at closing. Consequently, prior to the closing of the Reorganization Agreement, the Company sold to certain accredited investors 12 million shares of Company common stock in a private placement at a price of $.17 per share. The closing of the private placement occurred simultaneously with the closing of the Reorganization Agreement. Immediately following the closing of the Reorganization Agreement, the Company had a total of 148,923,601 shares issued and outstanding. This change of control is the direct result of arms-length negotiations between otherwise unrelated parties, pursuant to which the Park City Group Participants obtained approximately 4.3 shares of newly issued Company common stock for every share of Park City Group, Inc. common stock held. Prior to the closing of the Reorganization Agreement, no single stockholder or control group owned more than 50% of the Company's voting rights. Pursuant to the terms of the Reorganization Agreement, the Company stockholders holding shares prior to the closing of the Reorganization Agreement have the right to designate one member of the Company's board of directors for a period of five years following the closing of the Reorganization Agreement. The initial designee is Edward Dmytryk, a member of the Company's Board of Directors since 1999. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS See Item 1 above. As a condition to the closing of the Reorganization Agreement (see Item 1 above), on June 13, 2001 and pursuant to a Superseder and Termination Agreement dated May 23, 2001, the Company disposed of all of its interest in Lorilei Communications, Inc., a Florida corporation, AmeriNet Communications, Inc., a Florida corporation, Trilogy International, Inc., a Florida corporation, Vista Vacations International, Inc., a Florida corporation and Wriwebs.com, Inc., a Florida corporation (the "Subsidiaries"). Except for cash and certain interests in securities that were transferred to Edward C. Dmytryk, as escrow agent, for disposition in accordance with the terms of certain agreements, the Company transferred all of its interest in the Subsidiaries to the Yankee Companies in exchange for Yankees terminating all of the Company's obligations or liabilities owed to it by the Company prior to the closing of the Reorganization Agreement. Yankees was formally a Company consultant. The Company's stockholders approved this disposition on December 21, 2000. The following paragraphs provide more information about Park City Group, Inc. Background In May 1990, Park City Group, Inc. was incorporated in the state of Delaware under the name Riverview Software Group. The company name became Fields Software Group in July 1990 and Park City Group, Inc. in July 1993. Park City Group, Inc. has been under the continuous direction and leadership of Randall K. Fields, currently the CEO and President of Park City Group, Inc. Park City Group, Inc. has one wholly owned subsidiary, Fresh Market Manager, LLC. Park City Group, Inc.'s primary business is the development, support and consulting services of the suite of software applications marketed as ActionManager(TM) and an additional suite of applications marketed under the name of Fresh Market Manager. The information presented in the remainder of this document, including financial information, includes the activities and matters related to both Park City Group, Inc. and Fresh Market Manager, LLC and these companies are referred to collectively as Park City Group, except where identified individually. Overview of Business Park City Group provides its customers in the retail and hospitality industries with a combination of patented technology, software solutions and services that are intended to automate managerial and administrative tasks. Park City Group's ActionManager(TM) and Fresh Market Manager applications are intended to improve the ability of management at all levels of an organization to manage day-to-day processes of business operations, to make informed decisions and to implement them quickly and efficiently. The software is intended to automate administrative tasks by placing actionable information and advice directly into the hands of decision-makers, enabling them to devote more time to customer-related activities. The applications are intended to enable customers to improve decision-making at all levels within their organization through rules-based systems that capture and distribute the skills and experience of their best managers. Financial Information During the three months ended March 31, 2001, Park City Group had total unaudited proforma combined operating revenues of $1,388,570 and total unaudited proforma combined losses before income taxes and extraordinary items of $68,153. During the year ended December 31, 2000, Park City Group had total unaudited proforma combined operating revenues of $7,325,566 and total unaudited proforma combined income before income taxes and extraordinary items of $1,102,734. The unaudited proforma combined financial information is based upon available information and assumptions that Park City Group management believes are reasonable. Park City Group's management does not believe that historical operating results are necessarily a good indication of future performance. The Company will file Park City Group's financial statements by amendment no later than sixty (60) days following the required filing date of this form 8-K. Factors That May Affect Park City Group's Future Results Park City Group operates in a highly competitive market that involves a number of risks, including, but not limited to the following: Park City Group must hire and retain certain key personnel to sustain its business. The success of Park City Group is dependent upon the continuing availability and involvement of its founder, Randall K. Fields. The loss of Mr. Fields' services would adversely affect Park City Group's business. Park City Group currently maintains key man insurance on Mr. Fields' life in the amount of $10,000,000 but that amount would not be adequate to compensate Park City Group for the loss of Mr. Fields' services. Additionally, if Park City Group is unable to hire or retain qualified personnel, or if newly hired personnel fail to develop the necessary skills or to reach expected levels of productivity, Park City Group's ability to develop and market products will be weakened. The success of Park City Group also depends on the continued contributions of key management, programming, sales and marketing and professional services personnel. Park City Group must timely develop new software solutions or enhancements to its existing products that are acceptable to the market and shipped to customers in a timely manner or sales may decline. If Park City Group is unable to develop new software solutions or enhancements to existing products on a timely and cost-effective basis, or if new products or enhancements do not achieve market acceptance, sales may decline. The life cycles of Park City Group products are difficult to predict because the market for these products is in a constant state of development and is characterized by rapid technological change and evolving customer needs. The introduction of products employing new technologies could render Park City Group's existing products or services obsolete and unmarketable. Because Park City Group's software employs and encourages changes in the way businesses manage their operations and communicate, the deployment of Park City Group's technology requires retailers to adopt a new approach that has yet to gain widespread acceptance in the retail industry. Companies that have already invested substantial resources in traditional software may be reluctant to adopt a new approach that may replace, limit or compete with their existing systems. In order to obtain market acceptance, Park City Group may need to expend significant funds on marketing to inform potential customers and the public of the nature of its products and the perceived benefits of using those products as effective alternatives to conventional products. There can be no assurance that Park City Group's products will achieve broad market acceptance. As is typical in the case of rapidly evolving markets, demand and market acceptance for Park City Group's products is subject to a high level of uncertainty. Park City Group may fail to introduce or deliver new products on a timely basis, if at all. In the past, Park City Group has experienced delays in the commencement of commercial shipments of enhancements to its products. If Park City Group is unable to ship or implement enhancements to its products when planned, or fails to achieve timely market acceptance of these enhancements, Park City Group may suffer lost sales and could fail to increase or maintain revenues. Future operating results of Park City Group will depend on demand for its products, including new and enhanced releases. Park City Group's future operating results may be below expectations due to its revenue recognition policies and its long and variable sales cycle. Park City Group has developed revenue recognition policies that are in accordance with generally accepted accounting principles. These policies recognize revenues in the period earned and when services are actually performed which does not necessarily coincide with the period in which contracts are signed or payments received. New contracts may not result in revenues in the period in which the contract is signed or payment received. Accordingly, Park City Group may not be able to predict accurately when revenues from these contracts will be recognized. The period between initial contact with a prospective customer and sale of Park City Group products and services varies, but is typically four to seven months. The licensing of Park City Group products is often an enterprise-wide decision by customers that involves a significant commitment of resources by Park City Group and the customer. Prospective customers generally consider a wide range of issues before committing to purchase Park City Group products, including product benefits, cost and time of implementation, ability to operate with existing and future computer systems, ability to accommodate increased transaction volume and product reliability. As part of the sales process, Park City Group spends a significant amount of resources informing prospective customers about the use and benefits of its products, which may not result in a sale, therefore reducing the profitability of Park City Group. As a result of this sales cycle, Park City Group revenues are unpredictable and could vary significantly from period to period causing operating results to also vary significantly from period to period. Park City Group's revenues could be adversely impacted if it loses any of its current customers because it is dependent upon a relatively small number of customers. A relatively small number of customers account for a significant portion of Park City Group's total revenues. The loss or delay of individual orders could have a significant impact on revenues and operating results. Park City Group expects that revenues from a limited number of new customers will continue to account for a large percentage of total revenues in future periods. Park City Group's ability to attract new customers will depend on a variety of factors, including the performance, quality, features and price of current and future products. Park City Group's failure to add new customers that make significant purchases of its products and services would reduce its future revenues. To continue to grow licensing revenues in future periods, Park City Group will need to attract new customers and achieve acceptance of its specialized software. Most of the revenues of Park City Group are derived from the license of its software solutions and related maintenance contracts. Once Park City Group has recognized revenue from licensing its software to a customer, Park City Group may not receive recurring licensing revenues from this customer. Although Park City Group may subsequently receive ongoing upgrade or service and maintenance revenue from a customer to whom it has licensed products, this upgrade or service and maintenance revenue is generally substantially less than the revenue derived from the license. Therefore, in order for Park City Group to grow licensing revenues in future periods it will need to complete the sale of its products to new customers with whom Park City Group may not have pre-existing relationships. Park City Group's profitability may suffer in the short-term if it converts offering its ActionManager(TM) products from a licensing basis to an ASP basis, and in the long-term if the market does not accept ASP. Park City Group is currently in the process of evaluating the possibility of offering its ActionManager(TM) products to new customers on an Application Solution Provider (ASP) basis. This would result in a monthly charge for use of Park City Group's software products rather than a one-time, up-front license fee plus an annual maintenance contract. If Park City Group adopts this sales and marketing approach, and to the extent that customers rapidly adopt that strategy, it will over the short term reduce revenues and profitability. However, to the extent that customers accept this sales and marketing approach, overall revenues and corresponding profit and cash flow should be more consistent, even in the long term. Conversely, the licensing approach has created uneven and less predictable revenues. The ASP sales and marketing approach should improve Park City Group's ability to predict revenues, net income and related cash flow and manage costs and overall business activities in a more consistent and manageable approach. However, there is no assurance that such an approach will be accepted by potential ActionManager(TM) customers or that the ultimate result of marketing these products in this manner will accomplish the desired results. The current market for ASP type deployments of software products has slowed industry wide in growth as companies are reevaluating their trust in having sensitive information housed in the hands of a service provider. Should this trend continue, there would be an impact on the deployment of the Fresh Market Manager software applications and Park City Group's plans to implement the ASP sales and marketing approach with the ActionManager(TM) products. The alternative of licensing the various software applications has a much higher up front licensing costs and would therefore require more justification by the prospective customer. This type of justification and the related evaluation would impact the speed at which prospective customers will be willing to commit to licensing software and may have an impact on Park City Group's revenue. A significant shift between Park City Group's service and maintenance revenue and software license revenues could adversely affect gross margins. A significant shift in Park City Group's revenue mix away from license revenues to service and maintenance revenues would adversely affect gross profit. Revenues derived from services and maintenance provided by Park City Group has substantially lower gross profit than revenues derived from licensing its software products. The revenue attributable to services and maintenance as a percentage of overall revenues is subject to significant variation based on the structure and pricing of future arrangements Park City Group enters into with customers. An increase in the percentage of Park City Group's total revenues generated by services and maintenance with a corresponding decrease in license revenues could adversely affect overall gross profits. If Park City Group acquires new companies, products or technologies, or does not effectively manage growth, its present operations may be disrupted. Park City Group intends to make investments in or acquire complementary companies, products and technologies. Park City Group's management has limited organizational experience in acquiring and integrating businesses and will need to develop the relevant skills if Park City Group is to be successful in realizing the benefits of future transactions. Assimilating the operations of any company that Park City Group acquires may be difficult and time consuming. In addition, Park City Group may be unsuccessful in retaining the key personnel of any acquired company. Assimilating the employees of an acquired company could prove to be difficult and time consuming due to conflicting corporate cultures and geographically dispersed offices. Moreover, Park City Group does not know and cannot currently predict the accounting treatment of any future acquisition, in part because Park City Group cannot be certain what accounting regulations, conventions or interpretations may prevail in the future. If Park City Group acquires complementary technologies or products, Park City Group could experience difficulties assimilating these technologies or products into its operations. These difficulties could disrupt Park City Group's ongoing business, distract its management and employees and increase expenses. Furthermore, Park City Group may have to incur debt or issue equity securities to pay for any future acquisitions. To manage the expected growth of operations and personnel, Park City Group will be required to establish a flexible business infrastructure, including in-house systems for processing transactions; continually implement new and improved transaction-processing, operational and financial systems, procedures and controls; and expand, train and manage Park City Group's employee base. Park City Group will also be required to expand its finance, administrative and operations staff. Further, Park City Group's management team will be required to maintain and expand relationships with various third parties necessary to its business, particularly with respect to proposed advertising and marketing activities. There can be no assurance that current and planned personnel, systems, procedures and controls will be adequate to support future operations or that Park City Group's management team will be able to hire, train, retain, motivate and manage required personnel or that the management team will be able to successfully identify, manage and exploit existing and potential market opportunities. If Park City Group is unable to manage growth effectively, its business, prospects, financial condition and results of operations will be harmed. Park City Group may discover software errors in its products that may result in a loss of revenues or injury to its reputation. Errors may be found from time to time in Park City Group's existing, new or enhanced products after commencement of commercial shipments, resulting in loss of revenues or injury to its reputation. In the past, Park City Group has discovered software errors in its products and, as a result, has experienced delays in the shipment of products. Errors in Park City Group products may be caused by defects in third-party software incorporated into Park City Group products. If so, Park City Group may not be able to fix these defects without the cooperation of these software providers. Since these defects may not be as significant to the software provider as they are to Park City Group, Park City Group may not receive the rapid cooperation that may be required. Park City Group may not have the contractual right to access the source code of third-party software and, even if Park City Group does have access to the source code, Park City Group may not be able to fix the defect. Since Park City Group customers use its products for critical business applications, any errors, defects or other performance problems could result in damage to the customers' business. These customers could seek significant compensation from Park City Group for their losses. Even if unsuccessful, a product liability claim brought against Park City Group would likely be time consuming and costly. Park City Group may experience online security breaches of customer data that may result in a loss of revenue or injury to its reputation. A significant barrier to online communications is the need for the secure transmission of confidential information over public networks. There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments will not result in a compromise or breach of the algorithms used by Park City Group to protect customer transaction data. If any such compromise of security were to occur, it could have a material adverse effect on the reputation, business, prospects, financial condition and results of operations of Park City Group. Park City Group may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problems caused by such breaches. To the extent that the activities of Park City Group involve the storage and transmission of proprietary information, security breaches could damage Park City Group's reputation and expose it to a risk of loss or litigation and possible liability. There can be no assurance that Park City Group's security measures will prevent security breaches or that failure to prevent such security breaches will not have a material adverse effect on Park City Group's business, prospects, financial condition and results of operations. Park City Group's potential inability to increase its direct sales force could prevent anticipated growth in future sales of products. Park City Group's future growth depends upon the ability of its direct sales force to develop customer relationships and increase sales. Park City's ability to increase sales will depend on its ability to recruit, train and retain quality sales people who are able to target customers' senior management, and who can productively generate and service large accounts. There is a shortage of the sales personnel Park City Group needs and competition for qualified personnel is intense. In addition, it will take time for new sales personnel to achieve full productivity. If Park City Group is unable to hire or retain qualified sales personnel, or if newly hired sales personnel fail to develop the necessary skills or to reach productivity when anticipated, Park City Group may not be able to increase the sales of its products. Park City Group's failure to expand into international markets could slow expected revenue growth. To date, Park City Group has generated limited revenues from sales outside the United States. If Park City Group fails to maintain or increase sales of its products in international markets, Park City Group could experience slower revenue growth, and business could be harmed. Park City Group anticipates that it will devote significant resources and management attention to expanding international opportunities. Expanding internationally subjects Park City Group to a number of risks, including: o Greater difficulty in staffing and managing foreign operations; o Changes in a specific country's or region's political or economic conditions; o Expenses associated with localizing Park City Group products; o Differing intellectual property rights; o Protectionistic laws and business practices that favor local competitors; o Longer sales cycles and collection periods or seasonal reductions in business activity; o Multiple, conflicting and changing laws and government regulations; and o Foreign currency restrictions and exchange rate fluctuations. Park City Group incorporates many third party software providers' licensed technologies into its products, the loss of which could prevent sales of Park City Group's products or increase its costs due to more costly substitute products. Park City Group licenses technologies from third party software providers that are incorporated into its products. Park City Group anticipates that it will continue to license technologies from third parties in the future. The loss of these technologies or other third-party technologies could prevent sales of Park City Group products and increase its costs until substitute technologies, if available, are developed or identified, licensed and successfully integrated into Park City Group products. Even if substitute technologies are available, there can be no guarantee that Park City Group will be able to license these technologies on commercially reasonable terms, if at all. Park City Group must continue to serve customers with a wide variety of hardware, software applications, or computer systems or revenues may suffer. Park City Group currently serves a customer base that uses a wide variety of constantly changing hardware, software applications and operating systems. Park City Group products will only gain broad market acceptance if it can continue to support a wide variety of retailers' technology platforms. If Park City Group products are unable to support a variety of these platforms, revenues would be harmed. The software products of Park City Group have been developed to work with most computer operating systems. In addition, Park City Group's various software products interface with many of the most common database and other business applications software. As changes are made to these other software applications, Park City Group may be required to make changes to its software products that could require significant additional cost. An inability to handle large numbers of transactions could damage Park City Group's reputation and impair sales of its products. The products of Park City Group must be able to accommodate a large number of transactions, customers and product offerings. Large-scale usage presents significant technical challenges that are difficult or impossible to predict. To date, Park City Group products have been deployed by a limited number of customers and, therefore, there is no assurance that the Park City Group products will be able to meet customer demands for large-scale usage. If customers experience difficulty with Park City Group products during periods of high traffic or usage, it could damage Park City Group's reputation and reduce revenues. In addition, the number of transactions that Park City Group software platforms can handle is generally dependent on the level of investment a customer makes in computer equipment. If Park City Group customers fail to adequately budget for the costs of scaling their operations as the number of transactions they process grows, they may resist the further investment required for Park City Group's software platform to operate effectively. In such event, Park City Group's reputation could be harmed and customers may seek to implement alternative solutions that may be offered by competitors. Revenues may be adversely affected if Park City Group is unable to deal effectively with market competition. There are limited barriers to develop products and enter markets in which Park City Group is involved so it is likely that the number of competitors will increase. Park City Group believes that the principal competitive factors in its market are brand recognition, content quality, ease of navigation, personalized services, convenience, price, accessibility, customer service, reliability and speed of fulfillment. Some of Park City Group's potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than Park City Group. Increased competition may result in reduced operating margins, loss of market share and a diminished brand acceptance. There can be no assurance that Park City Group will be able to compete successfully against future competitors, and competitive pressures faced by it may have a material adverse effect on its business, prospects, financial condition and results of operations. Park City Group may experience increased competitive pressures due to new technologies and the expansion of existing technologies. Park City Group's development, protection and defense of third party infringement claims related to intellectual property could be costly. The success of Park City Group depends on its ability to develop and protect existing and new proprietary technology and intellectual property rights. Park City Group seeks to protect its software, documentation and other written materials primarily through a combination of trade secret, trademark and copyright laws, confidentiality procedures and contractual provisions. While Park City Group attempts to safeguard and maintain its proprietary rights, it does not know whether it has been or will be completely successful in doing so. Further, Park City Group's competitors may independently develop or patent technologies that are substantially equivalent or superior to Park City Group's. Despite Park City Group's efforts to protect its proprietary rights, unauthorized parties may attempt to copy aspects of its products or obtain and use information that Park City Group regards as proprietary. To license certain of its products, Park City Group may rely in part on "shrink wrap" or "point and click" licenses that are not signed by the end-user and, therefore, may be unenforceable under the laws of certain jurisdictions. Policing unauthorized use of its products is difficult. While Park City Group is unable to determine the extent to which piracy of its software exists, software piracy can be expected to be a persistent problem, particularly in foreign countries where the laws may not protect proprietary rights as fully as in the United States. Park City Group can offer no assurance that its means of protecting its proprietary rights will be adequate or that its competitors will not reverse engineer or independently develop similar technology. There has been a substantial amount of litigation in the software industry regarding intellectual property rights. It is possible that in the future, third parties may claim that Park City Group or its current or potential future products infringe upon their intellectual property rights. Park City Group expects that software product developers and providers of electronic commerce solutions will increasingly be subject to infringement claims as the number of products and competitors in its industry segment grows and the functionality of products in different industry segments overlaps. Any claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays or require Park City Group to enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may not be available on terms acceptable to Park City Group or at all, which could seriously harm its business. ITEM 5. OTHER EVENTS In conjunction with the closing of the Reorganization Agreement, all Company executive officers and directors, except Edward Dmytryk, resigned from the Company effective immediately upon the closing. Prior to the closing, the Company directors appointed Randall K. Fields to serve as a director of the Company together with continuing director Edward Dmytryk. Mr. Fields is the founder of Park City Group and has been its Chairman of the Board, President and Chief Executive Officer from the inception of Park City Group in 1990. He was a co-founder of Mrs. Fields Inc. in 1977 and was its Chairman until February 1992. The resigning directors may be replaced by designees of Randall K. Fields. Additionally, the new Company board of directors has replaced all of the resigning Company officers. The new board of directors has appointed Randall K. Fields as the Company's President and Chief Executive Officer and Narayan Krishnan as the Company's Secretary. Mr. Krishnan is Park City Group's Chief Financial Officer. He has approximately seven years of experience in corporate finance. Randall K. Fields has an employment agreement with Park City Group. On June 20, 2001, the Company filed with the Secretary of State of the State of Delaware, a Certificate of Amendment of Certificate of Incorporation changing its name from AmeriNet Group.com, Inc. to Fields Technologies, Inc. The Company stockholders approved a name change on December 21, 2000. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS The above discussion in Items 1, 2 and 5 contains forward-looking statements that involve risks and uncertainties. Words such as "may," "estimates," "expects," "anticipates," "plans," "believes," "projects," and similar expressions identify forward-looking statements. These risks and uncertainties include, but are not limited to, the described factors that may affect Park City Group's future results, the dilutive effect to current Company stockholders due to the issuance of an unknown number of additional shares of Company common stock, the outcome of the replacement of resigning directors, the challenges presented by integrating Park City Group into the Company and the accuracy of the assumptions and adjustments in the proforma combined financial information included in this report. Forwarding-looking statements express expectations of future events. All forward-looking statements are inherently uncertain as they are based on various expectations and assumptions concerning future events and they are subject to numerous known and unknown risks and uncertainties which could cause actual events or results to differ materially from those projected. Past performance is not indicative of future performance. Due to these inherent uncertainties, investors or potential investors in the Company's securities are urged not to place undue reliance on forward-looking statements or on the financial statements or proforma financial statements to be included herein. In addition, the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to projections over time. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Business Acquired - will be filed by amendment no later than sixty (60) days after the date this filing is required. (b) Pro Forma Financial Information - will be filed by amendment no later than sixty (60) days after the date this filing is required. (c) Exhibits Exhibit Number Description 2.1 Reorganization Agreement dated May 31, 2001 between AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial Corp. 2.2 First Amendment to Reorganization Agreement dated June 11, 2001 between AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial Corp. 2.3 Second Amendment to Reorganization Agreement dated June 13, 2001 between AmeriNet Group.com Inc., Randall K. Fields and Riverview Financial Corp. 2.4 Accession Agreement dated June 5, 2001 by Lee Bowman 2.5 Accession Agreement dated June 8,2001 by William R. Jones and Lois H. Jones 2.6 Accession Agreement dated J une 5, 2001 by Anthony M. Frank 2.7 Accession Agreement dated June 7, 2001 by Paul Quinn 2.8 Accession Agreement dated June 7, 2001 by Larry C. Holman 2.9 Share Exchange Agreement dated June 11, 2001 between AmeriNet Group.com, Inc. and Riverview Financial Corp. 2.10 Indemnification Agreement dated June 8, 2001 between Carrington Capital Corporation and AmeriNet Group.com, Inc. 3.1 Certificate of Amendment of Certificate of Incorporation of AmeriNet Group.com, Inc. filed June 20, 2001 3.2 Certificate of Amendment of Certificate of Incorporation of AmeriNet Group.com, Inc. filed June 7, 2001 99.1 Superseder and Termination Agreement between AmeriNet Group.com, Inc. and The Yankee Companies, Inc. dated May 23, 2001 99.2 Employment Agreement between Park City Group, Inc. and Randall K. Fields dated effective January 1, 2001 99.3 Agreement Michael Umile and Bruce Gleason dated April 15, 2001 99.4 Superseder Agreement between AmeriNet Group.com,Inc. and Bolena Trading Corp.,S.A. dated May 24, 2001 99.5 Information Services Agreement between Coast to Coast Realty Group, Inc. and AmeriNet Group.com Inc. dated March 6, 2001 99.6 Agreement between AmeriNet Group.com, Inc. and The Yankees Companies, Inc. dated March 19, 2001 9.7 Agreement between AmeriNet Group.com, Inc., PriMed Technologies, Inc., the Yankees Companies, Inc., Park City Group, Inc. and Liberty Transfer Company dated May 30, 2001. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIELDS TECHNOLOGIES, INC. Date: June 28, 2001, By: /s/ Randall K. Fields Randall K. Fields President and Chief Executive Officer EXHIBIT INDEX Exhibit Number Description 2.1 Reorganization Agreement dated May 31, 2001 between AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial Corp. 2.2 First Amendment to Reorganization Agreement dated June 11, 2001 between AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial Corp. 2.3 Second Amendment to Reorganization Agreement dated June 13, 2001 between AmeriNet Group.com Inc., Randall K. Fields and Riverview Financial Corp. 2.4 Accession Agreement dated June 5, 2001 by Lee Bowman 2.5 Accession Agreement dated June 8,2001 by William R. Jones and Lois H. Jones 2.6 Accession Agreement dated J une 5, 2001 by Anthony M. Frank 2.7 Accession Agreement dated June 7, 2001 by Paul Quinn 2.8 Accession Agreement dated June 7, 2001 by Larry C. Holman 2.9 Share Exchange Agreement dated June 11, 2001 between AmeriNet Group.com, Inc. and Riverview Financial Corp. 2.10 Indemnification Agreement dated June 8, 2001 between Carrington Capital Corporation and AmeriNet Group.com, Inc. 3.1 Certificate of Amendment of Certificate of Incorporation of AmeriNet Group.com, Inc. filed June 20, 2001 3.2 Certificate of Amendment of Certificate of Incorporation of AmeriNet Group.com, Inc. filed June 7, 2001 99.1 Superseder and Termination Agreement between AmeriNet Group.com, Inc. and The Yankee Companies, Inc. dated May 23, 2001 99.2 Employment Agreement between Park City Group, Inc. and Randall K. Fields dated effective January 1, 2001 99.3 Agreement Michael Umile and Bruce Gleason dated April 15, 2001 99.4 Superseder Agreement between AmeriNet Group.com,Inc. and Bolena Trading Corp.,S.A. dated May 24, 2001 99.5 Information Services Agreement between Coast to Coast Realty Group, Inc. and AmeriNet Group.com Inc. dated March 6, 2001 99.6 Agreement between AmeriNet Group.com, Inc. and The Yankees Companies, Inc. dated March 19, 2001 99.7 Agreement between AmeriNet Group.com, Inc., PriMed Technologies, Inc., the Yankees Companies, Inc., Park City Group, Inc. and Liberty Transfer Company dated May 30, 2001 EX-2.1 2 exb_2-1.txt REORGANIZATION AGREEMENT Reorganization Agreement By and among AmeriNet Group.com, Inc., a Delaware corporation Randall K. Fields a Utah resident and Riverview Financial Corp. a California corporation TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS & RULES OF CONSTRUCTION............................1 1.1 Definitions:...................................................1 1.2 Rules of Construction:.........................................7 ARTICLE TWO PLAN OF REORGANIZATION..........................................7 2.1 Reorganization.................................................7 2.2 Unregistered Status of AmeriNet Stock to Be Issued:............11 ARTICLE THREE REPRESENTATIONS & WARRANTIES..................................12 3.1 Park City Group................................................12 3.2 AmeriNet:......................................................22 ARTICLE FOUR COVENANTS 30 4.1 Park City Group................................................30 4.2 AmeriNet:......................................................31 4.3 The Parties:...................................................32 ARTICLE FIVE CONDITIONS PRECEDENT...........................................34 5.1 Conditions to Obligations of Each Party to Effect the Reorganization...............................34 5.2 Additional Conditions to Obligations of Park City Group's Participants.............................34 5.3 Additional Conditions to the Obligations of AmeriNet...........36 ARTICLE SIX CLOSING 6.1 Closing Date:..................................................37 6.2 Items to be Delivered at Closing by Park City Group:...........37 6.3 Items to be Delivered at Closing by AmeriNet:..................37 6.4 Completion of Closing..........................................38 ARTICLE SEVEN DEFAULT OR TERMINATION........................................38 7.1 Termination....................................................38 7.2 Failure of Conditions..........................................39 7.3 Termination Without Default....................................39 ARTICLE EIGHT CONFIDENTIALITY...............................................40 8.1 Park City Group's Business Information:........................40 8.2 AmeriNet's Business Information:...............................40 ARTICLE NINE MISCELLANEOUS..................................................41 9.1 Expenses.......................................................41 9.2 Assignability..................................................41 9.3 Counterparts & Facsimile Execution.............................41 9.4 Remedies.......................................................41 9.5 Survival of Condition Subsequent, Representations and Warranties, Covenants.......................41 9.6 Third-Party Beneficiaries......................................42 9.7 Severability................... ...............................42 9.8 Entire Agreement...............................................42 9.9 Amendments, Extensions & Waiver................................42 9.10 Exhibits......................................................42 9.11 Negotiated Transactions.......................................43 9.12 Governing Laws, Venue and Dispute Resolution..................43 9.13 Notices.......................................................43 9.14 Further Assurances............................................44 9.15 License.......................................................44 9.16 Broker........................................................44 Park City Exhibits 2.1C Park City Group's Participants' Data 3.1.B.2 Park City Group Capitalization 3.1.B.4 Obligation to Issue or Reserve Stock 3.1.D Acceptable Liabilities and Permitted Encumbrances 3.1.E Tax Obligations & Liens 3.1.F Park City Group Subsidiaries, Affiliates and Interests in Other Entities 3.1.G.5 Employee Benefits 3.1.H.2 Material Contracts 3.1.I.2 Existing Insurance Policies 3.1.J Intellectual Property 3.1.J.7 Confidentiality Agreements 3.1.K Litigation 3.1.M Park City Group Financial Statements 3.1.O Interested Party Transactions 4.2.B.4 Use of Proceeds 4.3.C Consents 5.3E Legal Opinion AmeriNet's Exhibits 1.1O Consulting Agreement 3.2B Options and Warrants 3.2B4 Registration Rights 3.2C3 Financial Representations and Disclosure 3.2C4 SEC Comment Letters 3.2.E Litigation 3.2.F Tax Obligations & Liens 3.2H Liabilities and Obligations 3.2J Leases 3.2.K.2 Insurance Policies and Fidelity Bonds 3.2L Contracts and Commitments 4.3.C Consents 5.2.D Legal Opinion Items to be delivered at Closing by Park City Group 1. Certificates for the Park City Group Securities 2. A lien and judgement search 3. A good standing certificate 4. A certificate attesting that all representation, warranties, exhibits and schedules remain materially true and accurate. Items to be delivered at Closing by AmeriNet 1. A lien and judgement search 2. A good standing certificate 3. Certified copies of resolutions passed by Board of Directors and Shareholders 4. A certificate attesting that all representation, warranties, exhibits and schedules remain materially true and accurate. 5. Certificates for the Exchange Shares will be delivered within a reasonable time after the Closing. 4 REORGANIZATION AGREEMENT This Reorganization Agreement (hereinafter referred to collectively with all exhibits as 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 Randall K. Fields, a Utah resident, and Riverview Financial Corp., a California corporation ("Park City Group's Participants") (each of the above listed being sometimes hereinafter collectively referred to as the "Parties" and each being sometimes hereinafter generically referred to as a "Party"). PREAMBLE: WHEREAS, the board of directors of AmeriNet believes it is in the best interest of the corporation and its securities holders that AmeriNet acquire approximately ninety-eight percent of the outstanding stock of Park City Group, Inc., a Delaware corporation ("Park City Group"), as a result of which, the Park City Group's Participants become the controlling stockholders of AmeriNet and, for accounting purposes, Park City Group is deemed to constitute a continuing entity and consolidated subsidiary of AmeriNet, and, in furtherance thereof, has approved the Reorganization; and WHEREAS, pursuant to the terms of the Reorganization, as hereinafter set forth, among other things, approximately ninety-eight percent of the outstanding securities of Park City Group ("Park City Group's Securities") will be exchanged for shares of AmeriNet's common stock, $0.01 par value ("AmeriNet's common stock"), in reliance on applicable exemptions from the registration requirements of the Securities Act and applicable Blue Sky laws, as hereinafter described; and WHEREAS, the Parties intend that AmeriNet raise at least $1,000,000 (net) prior to Closing for the exclusive use of Park City Group subsequent to Closing; and WHEREAS, AmeriNet and the Park City Group's Participants desire to make certain representations and warranties and other agreements in connection with the Reorganization; and WHEREAS, the Parties intend, by executing this Agreement, to adopt a plan of reorganization relating to the Reorganization and that the Reorganization shall constitute a tax-free reorganization as described in Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"): Now, Therefore, in consideration of the entry of the Parties into this Agreement, as well as the sum of ten dollars, the mutual promises herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: WITNESSETH: DEFINITIONS & RULES OF CONSTRUCTION Definitions: As used in this Agreement, the following words, terms and phrases will have the meanings ascribed to them below: "Agreement" will mean this Reorganization Agreement. "2000 10-KSB" will mean AmeriNet's report on Commission Form 10-KSB for the fiscal year ended June 30, 2000. "Acceptable Liabilities" will mean the Park City Group's liabilities, either actual, accrued or contingent which individually or in the aggregate, (i) have been reflected in the Park City Group's Audited Financial Statements (including the notes thereto) or (ii) have been specifically described in this Agreement or in the Park City Group's Schedules or Exhibits. "Accredited Investor" will mean a person or entity that meets the asset or income requirements for treatment as an accredited investor specified in Rule 501 of Commission Regulation D promulgated under the Securities Act. "Securities Act" will mean the Securities Act of 1933, as amended. "Rule 506" will mean Rule 506 of Commission Regulation D promulgated under the Securities Act. "Affiliate" will mean an entity or person that controls, is controlled by or is under common control with another person. "AmeriNet Exhibits" will mean the exhibits referenced by the Section designations of this Agreement as to which they apply, annexed at the direction of AmeriNet to this Agreement and constituting a material component of this Agreement. "AmeriNet Schedules" will mean the schedules referenced by the Section designations of this Agreement as to which they apply, annexed at the direction of AmeriNet to this Agreement and constituting a Material component of this Agreement. "AmeriNet Financial Statements" will mean the AmeriNet financial statements, including all related schedules and the notes thereto, included in the 2000 10-KSB; the reports on Commission Form 10-QSB filed subsequent to June 30, 2000 and the financial statements for subsidiaries subsequently acquired by AmeriNet included in current reports on Commission Form 8-K, as amended, filed since the dates of the Subsequent Quarterly Reports; all such financial statements being hereinafter collectively and generically referred to as the "AmeriNet Financial Statements." "Blue Sky Laws" will mean the securities laws, rules, regulations and judicial decisions and interpretations of state securities laws. "Books and Records" will mean all books, records, bank statements, budgets, financial statements, correspondence, computer programs, software developments, trade secrets, customer lists, supplier lists, site plans, surveys, plans and specifications, marketing materials, floor plans, tax assessment records, billing and collection records, engineering plans and specifications, as-built drawings, development plans and all other records. "Capital Stock" will mean the generic term used for equity securities, whether common, preferred or otherwise. "Client and Customer Agreements" will mean all firm orders from customers for the purchase of goods or services. "Code" will mean the United States Internal Revenue Code of 1986, as amended. "IRS" will mean the United States Internal Revenue Service. "Close" or "Closing" will mean the consummation of the transactions contemplated by this Agreement. "Closing Date" will mean the date that the Closing takes place. "Commission" will mean the United States Securities and Exchange Commission. "Exchange Act" will mean the Securities Exchange Act of 1934, as amended. "Exchange Act Reports" will mean all reports filed by AmeriNet with the Commission pursuant to the Exchange Act. "Subsequent Current Reports" will mean AmeriNet's reports on Commission Form 8-K filed after the Subsequent Quarterly Reports but prior to the date of Closing of this Agreement. "Subsequent Exchange Act Reports" will mean AmeriNet's reports filed with the Commission pursuant to requirements of the Exchange Act after the filing of AmeriNet's report on Commission Form 10-KSB for the year ended June 30, 2000 but prior to the date of Closing on this Agreement. "Subsequent Quarterly Reports" will mean AmeriNet's reports on Commission Form 10-QSB for the quarterly periods following the filing of AmeriNet's report on Commission Form 10-KSB for the year ended June 30, 2000 but prior to the date of Closing on this Agreement. "Commercial Software Rights" will mean all license and other rights to use commercially available third party software applications, tools and libraries and documentation pursuant to end-user licenses, including but not limited to "shrink wrapped, off the shelf," commercially available, third party products used by Park City Group. "Consulting Agreement" will mean the consulting agreement between AmeriNet and Yankees, a copy of which is annexed hereto and made a part hereof as Exhibit 1.1O. "Contracts" will mean all contracts, agreements, understandings, indentures, notes, bonds, loans, instruments, leases, subleases, mortgages, franchises, licenses, commitments or binding arrangements, express or implied, oral or written, whether or not enforceable. "Disputed Item(s)" will mean any disputes that are not resolved by reference to specific provisions of this Agreement, without recourse to this Agreement"s dispute resolution procedures. "Dependent Service Agreements" will mean the Contracts, alliances or joint ventures entered into by Park City Group with third parties for the generation of business for Park City Group or the provision of services, supplies, equipment, media placement, personnel or access to facilities, equipment or time, software or other computer-related items, for the benefit or use of Park City Group's clients or customers. "Employee Benefit Plan" will mean any: Non-qualified deferred compensation or retirement plan or arrangement which is an Employee Pension Benefit Plan; Qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan; Qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan including any Multi-employer Plan as defined in ERISA Section 3[37]); or Employee Welfare Benefit Plan. "Employee Pension Benefit Plan" will have the meaning set forth in ERISA Section 3(2). "Employee Welfare Benefit Plan" will have the meaning set forth in ERISA Section 3(1). "ERISA" will mean the Employee Retirement Income Security Act of 1974, as amended. "Encumbrance" will mean any title defect, mortgage, assignment, pledge, hypothecation, security interest, title or retention agreement, levy, execution, seizure, attachment, garnishment, deemed trust, lien, easement, option, right or claim of others, or charge or encumbrance of any kind whatsoever. "Permitted Encumbrance" will mean those specific Park City Group Encumbrances detailed in Exhibit 3.1D annexed hereto and made a part hereof, but only to the extent, including duration, amounts and nature specified therein. "Exchange Agent" will mean the person or entity responsible following the Closing, for issuing and delivering the shares of AmeriNet's common stock to Park City Group's Participants. "Exchange Shares" will mean the shares of AmeriNet voting common stock to be issued in exchange for the Park City Group's Securities as determined in Section 2.1B. "Exchange Ratio" will mean the quotient obtained by dividing the Exchange Shares by the number of shares of Park City Group's Securities tendered to AmeriNet. "GAAP" will mean generally accepted accounting principles, consistently applied, in conformity with the rules and regulations of the Commission. "GAAS" will mean generally accepted auditing standards, in conformity with the rules and regulations of the Commission. "Net, Pre-Tax Profits" will mean earnings before taxes, but after deduction of all other expenses, depreciation and amortization, determined in accordance with GAAP. "Net Tangible Assets" will mean total assets less intangible assets and liabilities, as defined for purposes of Exchange Act Section 3(a)(51) and Rule 3a-51-1(g) promulgated thereunder. "Governmental Entity" means agencies, authorities, bodies, boards, commissions, courts, instrumentalities, legislatures and offices of any nature whatsoever for any government unit or political subdivision, whether federal, state, county, district, municipal, city or otherwise, and whether now or later in existence. "Hazardous Waste" will mean any waste, substance or material, in any physical state, designated as hazardous by the United States Environmental Protection Agency under the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901 et. seq., any regulations promulgated thereunder, or comparable laws or regulations of the state, county or local governmental unit having jurisdiction thereof, or determined under binding judicial decisions thereunder. "Knowledge" or any derivations or variations thereof, whether in the form of a word or phrase, when used to qualify a representation or warranty, will mean knowledge after reasonable inquiry by a senior executive officer of the legal entity on whose behalf the assertion is made and will include information that such legal entity should have had in the exercise of reasonable diligence. "Material" or any derivations or variations thereof, whether in the form of a word or phrase when used to qualify a representation or warranty will mean a variance that could have negatively affected a decision by a reasonably prudent person to engage in the transactions contemplated by this Agreement, and will be measured both on the occasion in which such term is referenced as well as on an aggregate basis with other similar matters. "Substantial Compliance" will mean compliance which the Party for whose benefit or at whose request an act is performed, or for whose benefit or at whose request an act is refrained from could under the circumstances be reasonably expected to accept as full compliance. "Material Contracts" will mean those Contracts not made in the ordinary course of business that will be performed after the date of this Agreement or that were entered into not more than two years before the date of this Agreement as listed on Exhibit 3.1.H.2 annexed hereto and made a part hereof. "NASD" will mean the National Association of Securities Dealers, Inc., a Delaware corporation and self regulatory organization registered with the Commission and any of its subsidiaries. "OTC Bulletin Board" will mean the over the counter electronic securities market operated by the NASD. "Park City Group's Audited Financial Statements" will mean Park City Group's audited financial statements (balance sheets, income statements and related schedules and footnotes) as of and for the fiscal year ending December 31, 2000 prepared in conformity with GAAP. "Park City Group's Declarants" will mean Randall K. Fields and Riverview Financial Corp. "Park City Group's Exhibits" will mean the exhibits referenced by the section designations of this Agreement as to which they apply, and constituting a Material component of this Agreement. "Park City Group's Financial Statements" will be the collective term for the Park City Group Unaudited Financial Statements, the Park City Group's Audited Financial Statements and Park City Group's Unaudited Balance Sheet. "Park City Group's Intellectual Property" will mean (i) all United States and foreign patents and patent applications owned or controlled by Park City Group; (ii) all federal, state, and foreign trademark and service mark registrations and applications with respect to the trademarks and service marks which Park City Group is using, or intends to use, and those trademarks and service marks owned or controlled by Park City Group or licensed to Park City Group for which no application for registration is pending; (iii) all United States copyright registrations and applications owned or controlled by Park City Group or licensed to Park City Group; and (iv) all license and other rights in any third party product, intellectual property, proprietary or personal rights, documentation, or tangible or intangible property, including without limitation the types of intellectual property and tangible and intangible proprietary information described in (i), (ii) or (iii) above, that are in either case owned or held by or on behalf of Park City Group or that are being used in Park City Group's business as it has been or is currently conducted. "Park City Group's Participants" shall mean the signatories to this Agreement who own Park City Group's Securities. Said participants will own approximately 98% of the issued and outstanding Park City Group's Securities. "Park City Group's Securities" shall have the meaning used by the Commission for federal securities law purposes which includes, without limitation, all outstanding shares of Park City Group Capital Stock together with all options or rights to acquire Park City Group Capital Stock if such options or rights have an exercise price of less than the number obtained by multiplying $.25 by the Exchange Ratio. "Park City Group's Securities Holders" shall mean the holders of Park City Group's Securities at the time immediately preceding the Closing. "Park City Group's Unaudited Financial Statements" will mean Park City Group's unaudited financial statements (balance sheets, income statements and related schedules and footnotes) as of and for the fiscal quarters following December 31, 2000, prepared in conformity with GAAP. "Park City Group's Schedules" will mean the schedules referenced by the section designations of this Agreement as to which they apply, annexed to this Agreement at the direction of Park City Group's Declarants and constituting a Material component of this Agreement. "Performance Shares" will mean the shares of AmeriNet voting common stock reserved by AmeriNet at Closing for issuance to Park City Group's Participants based on the performance of Park City Group and its consolidated subsidiaries, as described in Section 2.1A2. "Permits and Licenses" will mean all government permits, licenses, authorizations, certificates of occupancy and approvals which are possessed by Park City Group. "Post-Closing Shares" will mean the number of shares of AmeriNet common stock at Closing, as described in Section 2.1B.1. "AmeriNet Stock Prior to Closing" will mean the outstanding shares of AmeriNet common stock immediately prior to Closing, as described in Section 2.1B.1. "Principal Executive Officers" will mean all of Park City Group's executive officers who, after the Closing, will hold 3% or more of AmeriNet's common stock. "Private Placement" shall mean a private placement of up to $5,100,000 in AmeriNet common stock in reliance on Section 4(2) of the Securities Act, to be commenced after execution of this Agreement, with a net of at least $1,000,000 to be raised prior to Closing in cash or notes at the Park City Group's Declarants discretion, with the remainder of the $5,100,000 to be raised subsequent to Closing, the net proceeds of which will be used to provide Park City Group with expansion and growth capital. "Real Property" will mean all real property rights or ownership interests belonging to Park City Group. "Leased Realty" will mean all Real Property that is leased, rather than owned in fee simple by Park City Group. "Reorganization" will mean the effectuation of the acquisition of approximately 98% of the outstanding securities of Park City Group by AmeriNet, as contemplated by this Agreement. "Tax" or collectively or generically, "Taxes," will mean any and all, state, local or foreign income, gross receipt, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including any tax under Code Section 59a.), custom duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not. "Tax Return" will mean any return, declaration, report, claim for refund, information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof. State Securities Act Exemptions will mean one of the following: Section 61-1-14(2)(n) of the Utah Uniform Securities Act; Section 44-1844.A.1 of the Arizona Revised Statutes; or Section 10-5-9(12) of the Official Code of Georgia Annotated. "Yankees" will mean the Yankee Companies, Inc., a Florida corporation which has served as AmeriNet's strategic planning consultant and will remain one of AmeriNet's largest stockholders subsequent to Closing. "Yankees Warrant" means the warrant dated November 23, 1999 related to an option entitling Yankees to purchase 12.5% of AmeriNet's outstanding and reserved Capital Stock. Additional defined terms are specified in certain sections and subsections below and are characterized by the use of initial letter capitalization. Rules of Construction: 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. The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. 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. 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. 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 Parties drafting such agreement or document. PLAN OF REORGANIZATION Reorganization The Reorganization. At the Closing on this Agreement all of the Park City Group's Participants will exchange all of their Park City Group's Securities for the Exchange Shares. In addition to the Exchange Shares, AmeriNet will reserve Performance Shares for potential future issuance to Park City Group's Participants in an amount equal to 35% of the AmeriNet common stock outstanding as of the date the Performance Shares are earned, issuable in annual installments as follows: For the year ended December 31, 2001, an amount equal to one half of the Performance Shares if Park City Group together with its consolidated subsidiaries has earned, on an accrual basis in accordance with GAAP, Net, Pre-Tax Profits of not less than $3,000,000; and For the year ended December 31, 2002, an amount equal to one half of the Performance Shares if Park City Group together with its consolidated subsidiaries has earned, on an accrual basis in accordance with GAAP, Net, Pre-Tax Profits of not less than $4,200,000. In the event that the foregoing Net, Pre-Tax Profits (determined under the accrual method of accounting in compliance with GAAP) are not attained during the time periods set, then: If the Net, Pre-Tax Profits (determined under the accrual method of accounting in compliance with GAAP) are less than 33% of the required threshold during such subject 12 month period, the Performance Shares for such period will be forfeited; If the Net, Pre-Tax Profits (determined under the accrual method of accounting in compliance with GAAP) are between 33% and 80% of the required threshold during such subject 12 month period, the Performance Shares for such period and the required threshold will be carried over to the next year, increasing both the aggregate threshold and the aggregate shares attainable for such year; If the Net, Pre-Tax Profits (determined under the accrual method of accounting in compliance with GAAP) are between 80% and 100% of the required threshold during such subject 12 month period, the Performance Shares for such period will be prorated and the remaining Performance Shares for such period will be carried over to the next year, increasing the aggregate shares attainable for such year; and In the event of a carry forward into 2003, the required threshold will equal $4,200,000. There will be no carry forwards beyond 2003. The Exchange Shares and the Performance Shares will be allocated among the Park City Group's Participants in proportion to their holdings of Park City Group's Securities immediately prior to the Closing. For avoidance of doubt, in the event that less than all Park City Group's Securities are tendered for exchange at Closing, the total number of Exchange Shares issuable at Closing shall be equal to the number determined in accordance with Section 2.1B(1), multiplied by a fraction, the numerator being the aggregate number of shares of Park City Group's Securities tendered at Closing, divided by the total number of Park City Group's Securities as of the Closing. The remaining Exchange Shares will be held in reserve for future issuance either to (1) those Park City Group's Security Holders who do not tender their shares pursuant to this Agreement or (2) the Park City Group's Participants one year from the date of Closing. Shares to Be Issued & Effect on Capital Stock. Determination. To calculate the number of shares issuable to Park City Group's Participants, use the following formula: Z = N + X Z = Post-Closing Shares. This number equals the number of shares of AmeriNet common stock at Closing which is equal to the sum of the AmeriNet Stock Prior to Closing and the Exchange Shares. N = AmeriNet Stock Prior to Closing. This number equals all of the outstanding shares of AmeriNet common stock immediately prior to Closing, after the conversion of all AmeriNet debt into AmeriNet Class A Preferred Stock, the conversion of all AmeriNet Class A Preferred Stock into common stock, the exercise of the Yankees Warrant into common stock, the issuance of all shares sold in connection with the Private Placement prior to Closing, the exercise into common stock of all other warrants held by Yankees (except for a warrant to purchase up to 800,000 shares of AmeriNet common stock at an exercise price of $.22 per share), the exercise of all rights to acquire AmeriNet common stock for all such rights that have an exercise price of less than $.25 per share and the deemed exercise of all other rights to acquire AmeriNet common stock. This number will exclude a total of 300,000 shares that may be issued to Jonathan Eichner and Edward Elenson for finders fees. X = Exchange Shares. This number equals 78% of the Post-Closing Shares. This percentage will be reduced by 4% (up to a total of 16%) for every $1 million of unrestricted cash that AmeriNet holds at Closing (up to a total of $4 million) that exceeds the first $1 million (net) in Private Placement funds. Notwithstanding the foregoing, the Park City Group's Declarants may reject any Private Placement subscription offers in their discretion. Adjustments to Exchange Ratio. The Exchange Ratio will be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into AmeriNet common stock or Park City Group's common stock), recapitalization or other like change with respect to AmeriNet's common stock or Park City Group's common stock occurring after the date hereof and prior to the Closing. Fractional Shares. No fraction of a share of AmeriNet's common stock will be issued, but in lieu thereof each holder of shares of Park City Group's Securities who will otherwise be entitled to a fraction of a share of AmeriNet's common stock (after aggregating all fractional shares of AmeriNet's common stock to be received by such holder) will be entitled to receive a whole share of AmeriNet's common stock. Exchange of Certificates. Exchange Agent. Unless modified by written agreement of the Parties prior to the Closing Date, Liberty Transfer Co., Inc., of Huntington, New York, AmeriNet's current transfer agent, will serve as exchange agent (the "Exchange Agent") in the Reorganization. AmeriNet to Provide Common Stock. In the event that Liberty Transfer Co., Inc., of Huntington, New York, is not the Exchange Agent, then promptly after the Closing AmeriNet will make available to the Exchange Agent for exchange in accordance with the provisions of this Article II the shares of AmeriNet's common stock issuable pursuant to Section 2.1A. Exchange Procedures. All certificates for shares of Park City Group's Securities owned by the Park City Group's Participants will be tendered to AmeriNet at the Closing, with medallion signature guarantees or otherwise in proper form for immediate transfer to the order of AmeriNet, whereupon AmeriNet will issue instructions to the Exchange Agent to issue shares of AmeriNet's common stock, in the quantities and names set forth in Exhibit 2.1C. The AmeriNet Shares will be issued to the order of the Park City Group's Participants, subject to verification of directions and authorizations, as follows: At the Closing, AmeriNet will deliver to the Park City Group's Declarants an original directive comprised of a cover letter to AmeriNet's transfer agent directing it to issue the Exchange Shares at AmeriNet's expense, a corporate resolution authorizing and directing the issuance of the Exchange Shares and an opinion of counsel to AmeriNet, directed to AmeriNet's transfer agent, authorizing the issuance of the Exchange Shares, which Park City Group's Declarants will cause to be delivered to AmeriNet's transfer agent. Within ten days after delivery of the AmeriNet audit on which the number of the Performance Shares will be based, by AmeriNet's auditors to AmeriNet, AmeriNet will deliver to Park City Group's Declarants an original directive comprised of a cover letter to AmeriNet's transfer agent directing it to issue the Performance Shares called for at AmeriNet's expense, a corporate resolution authorizing and directing the issuance of the Performance Shares and an opinion of counsel to AmeriNet, directed to AmeriNet's transfer agent, authorizing the issuance of the Performance Shares which Park City Group's Declarants will cause to be delivered to AmeriNet's transfer agent. Transfers of Ownership. If any certificate for shares of AmeriNet's common stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange will have paid to AmeriNet or any agent designated by it any transfer or other Taxes required by reason of the issuance of a certificate for shares of AmeriNet's common stock in any name other than that of the registered holder of the certificate surrendered, or established to the satisfaction of AmeriNet or any agent designated by it that such Tax has been paid or is not payable. No Liability. Notwithstanding anything to the contrary in this Section 2.1C, neither the Exchange Agent, AmeriNet, Park City Group nor any other Party will be liable to a holder of shares of AmeriNet's common stock or Park City Group's Securities for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Lost, Stolen or Destroyed Certificates. In the event any certificates evidencing shares of Park City Group's Securities have been lost, stolen or destroyed, the Park City Group's Participants will work with Park City Group's transfer agent or share registrar, prior to the Closing, to have issued in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Park City Group's Securities as may have been required pursuant to Section 2.1; provided, however, that AmeriNet may, in its discretion and as a condition precedent to the issuance of the shares of its common stock to be exchanged therefor, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against AmeriNet or the Exchange Agent with respect to the certificates alleged to have been lost, stolen or destroyed. Tax Consequences and Accounting Treatment. It is intended by the Parties that the Reorganization will constitute a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and the Parties agree that if modification of the terms of this Agreement in a non-material manner to attain such qualification is necessary, they will negotiate in good faith to make such required modifications. The Parties intend for this transaction to qualify for accounting treatment as a reverse acquisition and agree to take all reasonable steps necessary, including agreeing to reasonable, non Material modifications of the provisions of this Agreement in order to attain such treatment. Taking of Necessary Action & Further Action. As promptly as practicable after the satisfaction or waiver of the conditions set forth in Article VI, the Parties will cause the Reorganization to be consummated by effecting the exchange of the tendered Park City Group's Securities for the Exchange Shares. At the Closing, the effect of the Reorganization will be that Park City Group will have become a consolidated subsidiary of AmeriNet and that the Park City Group's Participants will have become stockholders of AmeriNet, with no further rights, title or interest in Park City Group, other than indirectly as stockholders of AmeriNet. If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement, the Park City Group's Participants and the officers and directors of AmeriNet are fully authorized in the name of their corporation or otherwise to take, and will take, all such lawful and necessary action. Unregistered Status of AmeriNet Stock to Be Issued: The Exchange Shares and the Performance Shares (collectively hereinafter referred to as the "AmeriNet Shares") will be issued to the Park City Group's Participants without registration under the Securities Act in reliance on the exemptive provisions of Section 4(2) thereof pertaining to non-public offerings limited solely to Accredited Investors, and in compliance with the State Securities Act Exemptions, compliance with which is predicated on the following representations and warranties by the Park City Group's Participants: Each of Park City Group's Participants has had access through the Commission's Internet web site at www.sec.gov, in the EDGAR Archives sub-cite, to all of AmeriNet's reports filed with the Commission during the past two fiscal years, has reviewed all such reports and has, either directly or through a representative, been granted access to all of AmeriNet's officers and directors, and to all officers and directors of AmeriNet's operating subsidiaries, for purposes of providing all disclosure required under applicable federal and state securities laws in conjunction with the exchange contemplated by this Agreement. Each of Park City Group's Participants has been advised that: The securities to be issued by AmeriNet in exchange for Park City Group's Securities have not been registered under the Securities Act, the Exchange Act or any comparable state securities laws, but rather, are being issued in reliance on the exemption from registration under the Securities Act provided by Section 4(2) thereof; All certificates for the shares of AmeriNet's common stock will bear legends restricting any transactions therein, directly or indirectly, unless they are first registered under applicable federal and state securities laws or the proposed transaction is exempt from such registration requirements, and such facts are demonstrated to the satisfaction of AmeriNet and its legal counsel, based on such third party legal opinions, affidavits and transfer agency procedures as AmeriNet will reasonably require or have in place generally; AmeriNet's transfer agent has been instructed to decline transfers of certificates for the shares of AmeriNet's common stock to be issued pursuant to this Agreement unless the foregoing requirements have been met and have been confirmed as having been met by a duly authorized officer of AmeriNet. Each of Park City Group's Participants has independently determined through his, her or its own legal counsel, that all requirements of Park City Group's state of domicile for the issuance of the shares of AmeriNet's common stock called for by this Agreement have been met, or will have been met, prior to Closing, by such legal counsel acting on behalf of the Parties to this Agreement, other than in conjunction with the post-Closing filing requirements with the Commission and any state securities divisions, as specified in Section 4.1B. REPRESENTATIONS & WARRANTIES Park City Group As a Material inducement to AmeriNet's entry into this Agreement and exchange of AmeriNet common stock for the Park City Group's Securities, the Park City Group's Declarants hereby acknowledge, represent and warrant that, to the best of their Knowledge, except as specifically disclosed in individual exhibits relating to this Section 3.1 annexed hereto and made a part hereof (the "Park City Group's Warranty Exceptions") or pursuant to subsequent notice given pursuant to Section 4.1C: Other Agreements Other than customer agreements and contracts that are entered into in the normal course of business or otherwise disclosed in Exhibit 3.1.H.2, Park City Group is not a party to any Material contract, agreement, understanding or instrument nor are any of its assets or operations subject to any Material contract, agreement, understanding or instrument. Park City Group's Capital Structure. The authorized Capital Stock of Park City Group consists of 40,000,000 shares of common stock, $.00002 per share par value, and 10,000,000 shares of "blank check" preferred stock, $0.01 par value per share. There are 25,880,136 shares of Park City Group's common stock issued, all of which are outstanding, held by the persons, and in the amounts, set forth on Exhibit 3.1.B.2. As of May 23, 2001, none of Park City Group's preferred stock is issued and outstanding, however, certain Park City Group debt holders have rights to convert their debt into shares of preferred stock at any time. All outstanding shares of Park City Group Capital Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights created by statute, the articles of incorporation or bylaws of Park City Group or any agreement to which Park City Group is a party or is bound. Except as set forth on Exhibit 3.1.B.4, Park City Group has no securities reserved for issuance for any purpose, there being no other obligations directly or indirectly obligating Park City Group to issue any of its securities to any person for any purpose. There are no other options, warrants, calls, rights, commitments or agreements of any character to which Park City Group is a party or by which it is bound obligating Park City Group to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Park City Group Capital Stock or obligating Park City Group to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. There is no present intention to issue additional shares of Park City Group so as to cause AmeriNet to lose "control" of Park City Group within the meaning of Section 368(c) of the Code. Real Property Park City Group does not currently own, have right or title to any Real Property; All Leased Realty is currently held by Park City Group pursuant to a valid and binding lease. The subject lease is currently in good standing and without defaults, subject to no Material zoning restrictions, liens or encumbrances, except for the Acceptable Liabilities and Permitted Encumbrances set forth on Exhibit 3.1.D. Title to Assets Park City Group has good, valid and marketable title to all of its assets or operations, subject to no mortgage, pledge, lien, encumbrance, security interest or charge, except for the Permitted Encumbrances and Acceptable Liabilities listed in Exhibit 3.1.D. Taxes & Other Returns and Reports Tax Returns and Audits. Park City Group has accurately prepared and filed all required federal, state, local and foreign Tax Returns, relating to any and all Taxes relating or attributable to Park City Group or its operations. The Tax Returns are true and correct in all Material respects and have been completed in accordance with applicable law in all Material respects. Park City Group has paid all Taxes required to be paid with respect to such Returns and has withheld with respect to its employees all federal and state income Taxes, FICA, FUTA and other Taxes it is required to withhold. The accruals for Taxes on the books and records of Park City Group are sufficient to discharge the Taxes for all periods (or the portion of any period) ending on or prior to the Closing Date. Except as set forth in Exhibit 3.1.E, Park City Group is not currently delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, proposed or assessed against Park City Group, nor has Park City Group executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (1) No audit or other examination of any Tax Return of Park City Group is presently in progress. Except as set forth in Exhibit 3.1.E, Park City Group does not have any liabilities for unpaid federal, state, local and foreign Taxes, whether asserted or unasserted, known or unknown, contingent or otherwise and Park City Group's Participants have no Knowledge of any basis for the assertion of any such liability attributable to Park City Group, or its respective assets or operations. Except as set forth in Exhibit 3.1.E, Park City Group has never been required to join with any other entity in the filing of a consolidated Tax Return for federal Tax purposes or a consolidated or combined return or report for state Tax purposes. Except as set forth in Exhibit 3.1.E, Park City Group is not a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement. There are (and as of immediately following the Closing Date there will be) no liens on the assets of Park City Group relating to or attributable to Taxes. The Park City Group's Declarants have no Knowledge of any basis for the assertion of any Tax claim which, if adversely determined, would result in liens on the assets of Park City Group. None of the assets of Park City Group is treated as "Tax-exempt use property" within the meaning of Section 168(h) of the Code. There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of Park City Group that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 162 or 404 of the Code. Park City Group is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, or for failure to file other governmentally required reports. No claim for assessments has been asserted against its assets or operations, nor, to the best of the Park City Group's Declarants' Knowledge, are any assessments affecting its assets or operations currently contemplated. Except as set forth on Exhibit 3.1.E, there are no security interests affecting Park City Group's assets or operations or any component thereof that arose in connection with any failure (or alleged failure) to pay any Tax, and Park City Group has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee employed by Park City Group, independent contractor, creditor, or other third party with respect to Park City Group. Corporate Matters Park City Group is, as of the date of this Agreement, a validly existing corporation organized pursuant to the laws of the State of Delaware, with all legal and corporate authority and power to conduct its business (as now conducted and as proposed to be conducted) and to own its properties, and possesses all necessary permits and licenses required in connection with the conduct of its business. The conduct of Park City Group's business is in Material compliance with all applicable federal, state and local governmental statutes, rules, regulations, ordinances and decrees currently in force and known. The consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not conflict with or result in a Material breach in any of the terms or provisions of, or constitute a Material default under, Park City Group's governing instruments (e.g., certificate of incorporation or bylaws, as amended); any indenture, other agreement or instrument to which Park City Group or the Park City Group's Declarants are a party or by which Park City Group or its assets are bound; or, any applicable law, regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over Park City Group, its securities or its properties. Except as set forth in Exhibit 3.1.F, Park City Group has no subsidiaries or affiliated companies nor does it otherwise own any shares of stock or any interest in, or control, directly or indirectly, any other limited liability company, company, corporation, partnership, association, joint venture or business entity. To the Park City Group's Declarant's knowledge, the minute books of Park City Group made available to counsel for AmeriNet contain a complete and accurate summary of all meetings of directors and stockholders since the time of organization and reflect all transactions referred to in such minutes accurately in all Material respects. Employees Park City Group has not experienced any significant difficulties with the recruitment of employees or with the management of any of its employees beyond that which similarly situated companies in its market have experienced, nor do the Park City Group's Declarants have any Knowledge that any such difficulties are likely to arise in the future; (i) None of Park City Group's employees is subject to any collective bargaining or union agreement. There are no existing representation questions pertaining to any employees of Park City Group nor to the Park City Group's Declarants' Knowledge are there any organizational efforts with respect to any employees of Park City Group. Park City Group's Declarants have no Knowledge that any of Park City Group's employees will not agree to continue their employment with Park City Group after Closing. Except as set forth on Exhibit 3.1.B.4 (3), the Park City Group's Declarants have no Knowledge that any of Park City Group's employees have any potential claims against Park City Group or its predecessors or successors in interest based on any matters whatsoever, including, without limitation, violations of equal employment laws, occupational health and safety standards, pension or benefit protection laws or any other legally protected rights. Employee Benefits. Exhibit 3.1.G.5 attached hereto lists each Employee Benefit Plan that Park City Group maintains or to which Park City Group contributes for persons employed by Park City Group. (a) To the best of the Park City Group's Declarants' Knowledge: all Employee Plans are in compliance in all material respects with the requirements prescribed by any and all applicable statutes (including ERISA and the Code), orders, or governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or beneficiaries or the Department of Labor, the IRS or the Secretary of the Treasury), and Park City Group has performed in all material respects all obligations required to be performed by it under, is not in default under or violation of, and has no knowledge of any default or violation by any other party to, any of the Employee Plans; Each Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code either has received a favorable determination letter with respect to each such Employee Plan from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a determination letter and to make any amendments necessary to obtain a favorable determination; No Employee Plan is or within the prior six years has been subject to, and Park City Group has not incurred and does not expect to incur any liability under, Title IV of ERISA or Section 412 of the Code; and (a) Each Employee Plan has been maintained in substantial compliance with its terms, and all contributions, premiums or other payments due from Park City Group or any of its subsidiaries to (or under) any such Employee Plan have been fully paid or adequately provided for on the audited Park City Group's Financial Statements for the most recently ended fiscal year. To the best of the Park City Group's Declarants' Knowledge, all accruals thereon (including, where appropriate proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis. There has been no amendment, written interpretation or announcement (whether or not written) by Park City Group with respect to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such plans or arrangements, individually or in the aggregate, above the level of expense incurred with respect thereto for the most recently-ended fiscal year. Material Contracts and Other Commitments To the best of Park City Group's Declarants' Knowledge, Park City Group does not currently have any outstanding work orders or Dependent Service Agreements. Exhibit 3.1.H.2 sets forth a complete and correct list of all of the Material Contracts not included elsewhere in exhibits to this Section 3.1. Except as set forth in Exhibit 3.1.H.2, Park City Group has not received notice from any person who is a party to any Material Contract, and the Park City Group's Declarants have no reason to believe, that Park City Group is in default of any of the terms, conditions or provisions of any Material Contract. Each Material Contract is valid, binding and enforceable in accordance with its terms, and no condition exists that (with the passage of time, the giving notice, or both) would lead to a default with respect to, or permit any party thereto to terminate, accelerate or amend any such agreement, and Park City Group has performed in all Material respects all of its obligations under each Material Contract in accordance with its terms. Except as specifically disclosed in Exhibit 3.1.H.2, Park City Group does not have, is not a party to nor is it bound by: Any collective bargaining agreements; Any agreements that contain any unpaid severance liabilities or obligations; Any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; Any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, not terminable by Park City Group on thirty days notice without liability, except to the extent general principles of wrongful termination law may limit Park City Group's ability to terminate employees at will; Any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; Any fidelity or surety bond or completion bond; Any lease of personal property having a value individually in excess of $10,000; Any agreement of indemnification or guaranty not entered into in the ordinary course of business; Any agreement, contract or commitment containing any covenant limiting the freedom of Park City Group to engage in any line of business or compete with any person; Any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $10,000 in any single instance or $50,000 in the aggregate; Any agreement, contract or commitment relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; Any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; Any purchase order or contract for the purchase of raw materials or acquisition of assets involving $10,000 or more in any single instance or $50,000 or more in the aggregate; Any construction contracts; Any distribution, joint marketing or development agreement; Any other agreement, contract or commitment which involves $10,000 or more in any single instance or more than $50,000 in the aggregate and is not cancelable without penalty within thirty (30) days other than standard end-user licenses of Park City Group's products and services in the ordinary course of business consistent with past practice, or Any agreement which is otherwise material to Park City Group's business. Assignability of Material Contracts Except as disclosed on Exhibit 4.3.C, and except where failure to obtain a consent would not have a material adverse effect on the Park City Group's business, Park City Group has all of the consents or approvals of the other contracting party to any Material Contract that are necessary for the consummation of the transactions contemplated herein. Product Warranties No event is known to have occurred that may give rise to liability on the part of Park City Group in respect of any claim that any of the products produced or sold or services provided by or on the part of Park City Group is not or was not at the time of such occurrence: In compliance in all Material respects with all applicable federal, state, local and foreign laws and regulations; or Is not or was not at the time of such occurrence fit for use, and does not or did not conform in all Material respects to any promises or affirmations of fact made on the container or labels for such product or in connection with its sale. No event is known to have occurred that may give rise to liability on the part of AmeriNet based on any claim that there is or was at the time of such occurrence any design defect with respect to any of such products or that any of such products fails or failed to contain adequate warning, presented in a reasonably prominent manner, in accordance with applicable laws and current industry practice with respect to its contents and use, or that any such product fails to meet contract specifications. Advertising To the best of the Park City Group's Declarants' Knowledge, neither any advertising by Park City Group nor any promotional material used by Park City Group at any time has contained any Material untrue or misleading statements or claims with respect to the products or services of Park City Group. Binding Agreements & No Default Each of the contracts, agreements and other instruments shown on the Exhibits and Schedules referred to in this Agreement to which Park City Group is a party is a legal, binding and enforceable obligation in favor of or against Park City Group (assuming that such contracts, agreements and instruments are binding on all other parties thereto, Park City Group having no reason to believe that they are not), in accordance with its terms, and no party with whom Park City Group has an agreement or contract is, to the Park City Group's Declarants' Knowledge, in default thereunder or has breached any Material terms or provisions thereof (subject to all applicable bankruptcy, insolvency, reorganization and other laws applicable to creditors' rights and remedies and to the exercise of judicial discretion in accordance with general principles of equity). Distribution Agreements No third party or parties have the right to distribute Park City Group's products or to market its services. Insurability Park City Group knows of no impediments to obtaining hazard and liability insurance covering its assets or operations, at commercially reasonable insurance rates, nor do the Park City Group's Declarants have any Knowledge that such insurance, at such rates, will not be obtainable by AmeriNet in the future. Exhibit 3.1.I.2 lists all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, software errors and omissions, employees, officers and directors of Park City Group as well as all claims made under any insurance policy by Park City Group in the past three years. There is no claim by Park City Group pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums payable under all such policies and bonds have been paid and Park City Group is otherwise in compliance in all material respects with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). Such policies of insurance and bonds are of the type and in amounts customarily carried by persons conducting businesses similar to those of Park City Group. Park City Group does not know of any threatened termination of or material premium increase with respect to any of such policies. To the best of the Park City Group's Declarants' Knowledge, Park City Group has never been denied insurance coverage nor has any insurance policy of Park City Group ever been canceled for any reason. Intellectual Property Rights All Park City Group Intellectual Property (excluding Commercial Software Rights) is identified on Exhibit 3.1.J. Except as set forth on Exhibit 3.1.J, Park City Group is the sole and exclusive owner of the entire and unencumbered right, title, and interest in and to each of the patents, registered service marks, trademarks, and copyrights listed on the attached Exhibit 3.1.J, free and clear of any liens, charges and encumbrances, including pledges, assignments, licenses, shop rights and covenants by debtor not to sue third persons. To the Park City Group's Declarants' Knowledge, each of the patents and registered service marks, trademarks and copyrights listed on the attached Exhibit 3.1.J is valid and enforceable, and the Park City Group's Declarants are not aware of any present claim by any third party that any of such patents, service marks, trademarks or copyrights are invalid or unenforceable, or that the use of any such patents, service marks, trademarks or copyrights violates the rights of any third person, or of any basis for any such claims. Park City Group has all rights in the Park City Group Intellectual Property reasonably necessary to carry out Park City Group's current business activities and has or has had all rights in Park City Group Intellectual Property reasonably necessary to carry out Park City Group's former business activities. To the best Knowledge of the Park City Group's Declarants, there are no claims by any person against Park City Group, nor to the knowledge of the Park City Group's Declarants are there any valid grounds for any bona fide claims, to the effect that the manufacture, sale, licensing or use of any product as now used, sold or licensed by Park City Group infringes on any US registered copyright, US patent, US registered trade mark or service mark or misappropriates a third party trade secret. Park City Group has not entered into any agreement to indemnify any other person against any charge of infringement of any Park City Group's Intellectual Property Right. Each current and former employee of and consultant to Park City Group having access to confidential information has signed a form of the agreement set forth on Exhibit 3.1.J.7 pursuant to which such employees and consultants are required to keep such information in confidence. Legal & Regulatory Matters To the best Knowledge of the Park City Group's Declarants, Park City Group holds, and is in compliance in all Material respects with, all licenses, permits, and authorizations necessary for the conduct of Park City Group's business pursuant to applicable statutes, laws, ordinances, rules, regulations, codes, or any law of any governmental body, agency, commission, or unit to which Park City Group may be subject, including compliance with waste and hazardous waste disposal, the failure of which would have a Material adverse effect on Park City Group. Park City Group has not received any notices: From any city, village or other governmental authority of, and the Park City Group's Declarants have no Knowledge of the basis of, any zoning, building, fire or health code violations in respect to the Real Property that have not been heretofore corrected. Of any alleged violation of any statute, order, rule, regulation or requirement in connection with the operation of Park City Group. Except as set forth on Exhibit 3.1.K: There are no actions, suits or proceedings pending, or, to the Park City Group's Declarants' Knowledge, threatened or anticipated before any court or governmental or administrative body or agency affecting Park City Group; and Park City Group is not presently subject to any injunction, order or other decree of any court of competent jurisdiction. Books, Records & Results To the best of the Park City Group's Declarants' Knowledge, Park City Group's Books and Records (including customer order files and employment records) are complete, true and correct in all Material respects. Park City Group has consolidated all operations of its affiliates and related business enterprises permitting consolidation of their financial statements pursuant to GAAP. Park City Group's Financial Statements Exhibit 3.1.M includes Park City Group's Audited Financial Statements as of and for the years ending December 31, 1999 and 2000. Park City Group's Financial Statements are complete and correct in all Material respects and have been prepared in accordance with GAAP throughout the periods indicated. Park City Group's Financial Statements present fairly the financial condition and operating results of Park City Group as of the dates and during the periods indicated therein, subject to normal year-end audit adjustments. Park City Group's Financial Statements have been audited by independent public accountants who are members in good standing of the American Institute of Certified Public Accountants' Securities Practice Section, and comply with the requirements for material acquisitions under Commission Regulation SB in a manner permitting AmeriNet to comply with its obligation under the Securities Act and the Exchange Act in conjunction therewith. Since the date of Park City Group's Financial Statements and through the date of this Agreement, with the exception of the (1) Cooper Fields LLC transaction described on Exhibit 3.1.F or (2) transactions described elsewhere in the Exhibits to Section 3.1, there has not been, occurred or arisen any: Transaction by Park City Group except in the ordinary course of business as conducted on that date; Capital expenditure by Park City Group, either individually or in the aggregate, exceeding $250,000; Destruction, damage to, or loss of any assets (including without limitation intangible assets) of Park City Group (whether or not covered by insurance), either individually or in the aggregate, exceeding $250,000; Labor trouble or claim of wrongful discharge, sexual harassment or other unlawful labor practice or action; Change in accounting methods or practices (including any change in depreciation or amortization policies or rates, any change in policies in making or reversing accruals, or any change in capitalization of software development costs) by Park City Group; Declaration, setting aside, or payment of a dividend or other distribution in respect to the shares of Park City Group, or any direct or indirect redemption, purchase or other acquisition by Park City Group of any of its shares; Increase in the salary or other compensation payable or to become payable by Park City Group to any of its officers, directors or employees, or the declaration, payment, or commitment or obligation of any kind for the payment, by Park City Group, of a bonus or other additional salary or compensation to any such person; Acquisition, sale or transfer of any asset of Park City Group except in the ordinary course of business; Formation, amendment or termination of any Material contract or license to which Park City Group is a party, other than termination by Park City Group pursuant to the terms thereof; Loan by Park City Group to any person or entity, or guaranty by Park City Group of any loan except for expense advances in the ordinary course of business consistent with past practice; Waiver or release of any Material right or claim of Park City Group, including any write-off or other compromise of any Material account receivable of Park City Group; The notice or, to the Park City Group's Declarants' Knowledge, commencement or threat of commencement of any governmental proceeding against or investigation of Park City Group or its affairs; Other event or condition of any character that has or would, in Park City Group's reasonable judgment, be expected to have a Material adverse effect on Park City Group; Issuance, sale or redemption by Park City Group of any of its shares or of any other of its securities other than issuances of shares of common stock pursuant to outstanding options and warrants; or Change in pricing or royalties set or charged by Park City Group except for discounts extended in the ordinary course of business consistent with past practice. Restrictions on Business Activities There is no agreement (assuming the parties thereto other than Park City Group performed their respective obligations thereunder as required), judgment, injunction, order or decree binding upon Park City Group which has or could reasonably be expected to have the effect of materially prohibiting or materially impairing any business practice of Park City Group, any acquisition of property by Park City Group or the conduct of business by Park City Group as currently conducted or as currently proposed to be conducted. Interested Party Transactions Except as disclosed on Exhibit 3.1.O, to the best Knowledge of the Park City Group's Declarants, no officer, director or stockholder of Park City Group (nor any parent, sibling, descendant or spouse of any of such persons, or any trust, partnership, corporation or other entity (provided, that ownership of no more than one percent of the outstanding voting stock of a publicly traded corporation will not be deemed an "interest in any entity" for purposes of this Section 3.1.O) in which any of such persons has or has had an interest), has or has had, directly or indirectly: An interest in any entity which furnished or sold, or furnishes or sells, services or products which Park City Group furnishes or sells, or proposes to furnish or sell; Any interest in any entity which purchases from or sells or furnishes to, Park City Group, any goods or services. Liabilities Except for the Acceptable Liabilities, Park City Group does not have any Material liabilities or obligations of any nature, whether accrued, absolute, contingent, inchoate or otherwise. Accuracy of Representations and Warranties No representation, warranty, or statement of the Park City Group's Declarants omits or will omit to state any Material fact necessary to make such representation, warranty, or statement in this Agreement accurate and not misleading in any Material respect. The copies of all instruments, agreements, or other documents and written information relating to Park City Group delivered to AmeriNet by the Park City Group's Declarants pursuant to or in connection with this Agreement are or will be complete and correct in all Material respects as of the date of this Agreement, subject to changes made in the ordinary course of business or matters disclosed in Section 4.1.C. AmeriNet: As a Material inducement to the Park City Group's Participants exchange of their securities for shares of AmeriNet's common stock as contemplated by this Agreement, AmeriNet hereby acknowledges, represents and warrants that, except as specifically disclosed in individual exhibits relating to this Exhibit 3.2 annexed hereto and made a part hereof ("AmeriNet's Warranty Exceptions"). Corporate Requirements AmeriNet is, as of the date of this Agreement, a validly existing corporation, organized and in good standing pursuant to the laws of the State of Delaware, with all legal and corporate authority and power to conduct its business (as now conducted and as proposed to be conducted) and to own its properties, and, possesses all necessary permits and licenses required in connection with the conduct of its business. The copies of the certificate of incorporation and bylaws of Amerinet previously furnished to the Park City Group's Participants are correct and complete and reflect all amendments thereto. The conduct of AmeriNet's business is in Material compliance with all applicable federal, state and local governmental statutes, rules, regulations, ordinances and decrees. The execution and delivery of this Agreement by AmeriNet has been duly authorized by all required corporate action, and, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not conflict with or result in a Material breach in any of the terms or provisions of, or constitute a Material default under, the certificate of incorporation or bylaws of AmeriNet, as amended; any indenture, other agreement or instrument to which AmeriNet or its members are a party or by which AmeriNet or its assets are bound; or, any applicable law, regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over AmeriNet. AmeriNet has the full legal right and power and all authority and approval required by law to enter into this Agreement; all required consents to this transaction have been obtained by AmeriNet; AmeriNet has complied with all corporate requirements for execution and closing on this transaction; and this Agreement constitutes the legal, valid and binding obligation of AmeriNet, enforceable against it in accordance with the terms hereof. Capital Structure (i) The authorized Capital Stock of AmeriNet consists of 30,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of Preferred Stock, $0.01 par value per share, the attributes of which are to be determined on a case by case basis by AmeriNet's board of directors; however, at the last annual meeting of AmeriNet's stockholders, AmeriNet's board of directors was authorized to increase AmeriNet's authorized capitalization on a graduated basis, as required to provide Capital Stock for acquisition purposes while minimizing otherwise applicable Delaware corporate franchise taxes; consequently, immediately prior to Closing, AmeriNet's certificate of incorporation will be amended to increase its authorized common stock as required to permit AmeriNet to comply with its obligations under this Agreement. As of May 23, 2001, AmeriNet had 14,655,522 shares of common stock and 442,783 shares of Class A Preferred Stock issued and outstanding, the attributes of the AmeriNet's Class A Preferred Stock being as described in AmeriNet's Exchange Act Reports. As of May 23, 2001, AmeriNet had reserved 15,283,416 shares of common stock (excluding those issuable pursuant to the terms of this Agreement) for issuance upon conversion of Class A Preferred Stock or pursuant to existing options and warrants. Except as set forth on Exhibit 3.2.B, there are no options, warrants, calls, rights, commitments or agreements of any character to which AmeriNet is a party or by which it is bound obligating AmeriNet to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock of AmeriNet or obligating AmeriNet to grant, extend or enter into any such option, warrant, call, right, commitment or agreement. All outstanding option plans, options, and other rights to purchase AmeriNet common stock are in compliance with all applicable laws. All of AmeriNet's shares of common and preferred stock have been duly authorized, and all of the issued and outstanding AmeriNet shares have been validly issued, are fully paid and nonassessable, are not subject to preemptive or similar rights, and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. The shares of AmeriNet's common stock to be issued pursuant to the Reorganization will be duly authorized, validly issued, fully paid, and nonassessable. Except as set forth on Exhibit 3.2B4, AmeriNet has no registration rights outstanding. Securities Disclosure & Financial Statements AmeriNet's reports filed with the Commission pursuant to its obligations under Section 12(g) of the Exchange Act are publicly available at the EDGAR archives on the Commission"s Internet website located at www.sec.gov. Since 1965, Amerinet has duly filed with the Commission all reports required to be so filed in compliance with all securities laws, and all such reports are materially accurate, as modified by subsequent reports filed, and include: Narrative disclosure of all applicable Material items called for by Commission Regulation SB; Exhibits called for by Commission Regulation SB, including AmeriNet's current certificate of incorporation and bylaws and all of AmeriNet's Material Contracts. AmeriNet's Audited Financial Statements for the years ended June 30, 2000 and June 30, 1999, as well as unaudited quarterly reports for each calendar quarter following the last audited financial statements, all of which have been prepared according to GAAP. (i) The information supplied by AmeriNet for inclusion in the Current Report on Form 8-K pertaining to this Reorganization will not contain any statement which, at such time and in light of the circumstances under which it will be made, is false or misleading with respect to any material fact, or will omit to state any material fact necessary in order to make the statements therein not false or misleading. If at any time prior to the Closing Date any event relating to AmeriNet or any of its affiliates, officers or directors should be discovered by AmeriNet which should be set forth in a current report on Form 8-K, AmeriNet will promptly inform the Park City Group's Participants. Notwithstanding the foregoing, AmeriNet makes no representation or warranty with respect to any information supplied by the Park City Group's Declarants which is contained in any of the foregoing documents. (i) The AmeriNet Financial Statements present fairly the financial condition and operating results of AmeriNet as of the dates and during the periods indicated therein, subject to normal year-end audit adjustments, which will not be Material in the aggregate. The AmeriNet Financial Statements have been audited by independent public accountants who are members in good standing of the American Institute of Certified Public Accountants' Securities Practice Section, and comply with the requirements for material acquisitions under Commission Regulation SB in a manner permitting AmeriNet to comply with its obligation under the Securities Act and the Exchange Act in conjunction therewith. Since the date of the AmeriNet Financial Statements or except as set forth on Exhibit 3.2.C.3., there has not been, occurred or arisen any: Material adverse change in the assets, financial condition or operating results of AmeriNet; Transaction by AmeriNet except in the ordinary course of business as conducted on that date; Capital expenditure by AmeriNet, either individually or in the aggregate, exceeding $5,000; Destruction, damage to, or loss of any assets (including without limitation intangible assets) of AmeriNet (whether or not covered by insurance), either individually or in the aggregate, exceeding $5,000; Labor trouble or claim of wrongful discharge, sexual harassment or other unlawful labor practice or action; Change in accounting methods or practices (including any change in depreciation or amortization policies or rates, any change in policies in making or reversing accruals, or any change in capitalization of software development costs) by AmeriNet; Declaration, setting aside, or payment of a dividend or other distribution in respect to the Capital Stock of AmeriNet, or any direct or indirect redemption, purchase or other acquisition by AmeriNet of any of its Capital Stock; Except as contemplated in this Agreement, sale or issuance of any AmeriNet Capital Stock or options, warrants or other rights to acquire AmeriNet Capital Stock; Mortgage, pledge, lien, charge or other encumbrance against AmeriNet's assets;or Negotiation or agreement by AmeriNet to do any of the things described in the preceding clauses (1) through (9) other than negotiations with the Park City Group's Participants and their representatives regarding the transactions contemplated by this Agreement. Except as set forth on Exhibit 3.2.C.4, there are no currently outstanding comment letters from the Commission that have not been responded to and complied with. Authority Authority Generally. AmeriNet has the full right, power and authority to execute and deliver this Agreement and to perform AmeriNet's obligations hereunder. Without limiting the generality of the foregoing, AmeriNet's board of directors has duly authorized the execution, delivery, and performance of this Agreement by AmeriNet. The Agreement constitutes the valid and legally binding obligation of AmeriNet, enforceable in accordance with its terms and conditions, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally. Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including any necessary assignments and/or acceptances) will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, Governmental Entity, or court to which AmeriNet is subject or any provision of AmeriNet's certificate of incorporation or bylaws, or conflict with, result in a breach or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which AmeriNet is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, would not have a Material adverse effect on the financial condition of AmeriNet taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Legal & Regulatory Matters The operations of AmeriNet have been conducted in compliance with all applicable laws and regulations of foreign, federal, state and local governmental authorities. AmeriNet holds, and is in compliance in all Material respects with, all licenses, permits, and authorizations necessary for the conduct of AmeriNet's business pursuant to applicable statutes, laws, ordinances, rules, regulations, codes, or any law of any governmental body, agency, commission, or unit to which AmeriNet may be subject, the failure of which would have a Material adverse effect on AmeriNet. AmeriNet is not now nor has it ever been subject to the Investment Company Act of 1940. AmeriNet has not received any notices: From any city, village or other Governmental Entity of, and AmeriNet has no Knowledge of the basis of, any zoning, building, fire or health code violations by AmeriNet that have not been heretofore corrected. Of any alleged violation of any statute, order, rule, regulation or requirement in connection with the operation of AmeriNet. No order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by any Governmental Entity, commission, board or public authority, or any other person is required to authorize, or is required in connection with, the execution, delivery or performance by AmeriNet of this Agreement, or any other agreement or instrument to be executed or delivered by AmeriNet herewith. AmeriNet is not subject to any penalty by reason of a violation of any order, rule or regulation of, or a default with respect to any return, report or declaration required to be filed with any Governmental Entity to which it is subject, which violations or defaults, individually or in the aggregate, would have a Material adverse effect on AmeriNet. (i) There has not been, as of the date hereof, any "release" (as defined in 42 U.S.C. " 9601[22]) or threat of a "release" of any hazardous substances" (as defined in 42 U.S.C. " 9602[14]) by AmeriNet. AmeriNet has not by contract, agreement, or otherwise arranged for the disposal or treatment, or arranged with a transporter for transport for disposal or treatment, of hazardous substances at any "facility" (as defined in 42 U.S.C. " 9601[9]) owned or operated by another person or entity. All of AmeriNet's past disposal practices relating to hazardous substances and hazardous wastes have been accomplished in accordance with all applicable laws, rules, regulations and ordinances. AmeriNet has not been notified of nor is there any basis for any potential liability of AmeriNet with respect to the clean-up of any waste disposal site or facility, and has not obtained any information to the effect that any site at which it has disposed of hazardous substances or oil has been or is under investigation by any local, state or federal governmental body, authority or agency. Without limiting the generality of the foregoing, AmeriNet has not generated any Hazardous Wastes or violated any federal, state or local environmental, health or water management laws, statutes, regulations, ordinances or judicial decrees or engaged in activities which could be interpreted as potential violations of laws, statutes, regulations, ordinances or judicial decrees in any manner regulating the generation or disposal of Hazardous Waste, protection of the environment, regulating health matters or involving water management. Except as set forth on Exhibit 3.2E annexed hereto and made a part hereof: There are no actions, suits or proceedings pending, or, to AmeriNet's Knowledge, threatened or anticipated before any court, Governmental Entity, or administrative body or agency affecting AmeriNet; and AmeriNet is not presently subject to any injunction, order or other decree of any court of competent jurisdiction. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and acceptances referred to above), will: Violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, Governmental Entity, or court to which AmeriNet is subject or any provision of AmeriNet's Certificate of Incorporation or By-laws, or Conflict with, result in a breach or constitute a default under, result in the acceleration of, result in the creation of any Encumbrance upon any AmeriNet assets or operations, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, authorization, consent, approval, exemption or other action under any of the Contracts or to which any of AmeriNet's assets or operations are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, would not have a Material adverse effect on the financial condition of AmeriNet taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Taxes & Other Returns and Reports Tax Returns and Audits. AmeriNet has accurately prepared and timely filed all required federal, state, local and foreign Tax Returns, relating to any and all Taxes relating or attributable to AmeriNet or its operations. The Tax Returns are true and correct in all Material respects and have been completed in accordance with applicable law in all Material respects. AmeriNet has timely paid all Taxes required to be paid and has withheld with respect to its employees all federal and state income Taxes, FICA, FUTA and other Taxes it is required to withhold. The accruals for Taxes on the books and records of AmeriNet are sufficient to discharge the Taxes for all periods (or the portion of any period) ending on or prior to the Closing Date. AmeriNet has not been delinquent in the payment of any Tax nor, except as set forth in Exhibit 3.2F, is there any Tax deficiency outstanding, proposed or assessed against AmeriNet, nor has AmeriNet executed any waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax. (1) No audit or other examination of any Tax Return of AmeriNet is presently in progress. Except as set forth in Exhibit 3.2F, AmeriNet does not have any liabilities for unpaid federal, state, local and foreign Taxes, whether asserted or unasserted, known or unknown, contingent or otherwise and AmeriNet has no Knowledge of any basis for the assertion of any such liability attributable to AmeriNet, or its assets or operations. AmeriNet has never been required to join with any other entity in the filing of a consolidated Tax Return for federal Tax purposes or a consolidated or combined return or report for state Tax purposes. AmeriNet is not a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement. AmeriNet has provided, or made available, to the Park City Group's Participants or their legal counsel, copies of all federal, provincial and state income and all sales and use Tax Returns of AmeriNet for 1998, 1999 and 2000. There are (and as of immediately following the Closing Date there will be) no liens on the assets of AmeriNet relating to or attributable to Taxes. AmeriNet has no Knowledge of any basis for the assertion of any Tax claim which, if adversely determined, would result in liens on the assets of AmeriNet. AmeriNet has no property which is being sold, conveyed or transferred pursuant to this Agreement which in the hands of Park City Group would be treated as being owned by persons other than AmeriNet pursuant to Section 168(f)(8) of the Code as in effect immediately prior to the enactment of the Tax Reform Act of 1986, or any analogous provisions of any state law. None of the assets of AmeriNet is treated as "Tax-exempt use property" within the meaning of Section 168(h) of the Code. There is no contract, agreement, plan or arrangement, including but not limited to the provisions of this Agreement, covering any employee or former employee of AmeriNet that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, 162 or 404 of the Code. AmeriNet has filed with the appropriate governmental agencies all tax returns, tax reports and other reports required to be filed; all federal, state and local income, profits, franchise, sales, use, occupation, property or other taxes due have been fully paid. AmeriNet is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, or for failure to file other governmentally required reports. No claim for assessments has been asserted against its assets or operations, nor, to the best of AmeriNet's Knowledge, are any assessments affecting its assets or operations currently contemplated. Except as set forth on Exhibit 3.2F annexed hereto and made a part hereof, there are no security interests affecting AmeriNet's assets or operations or any component thereof that arose in connection with any failure (or alleged failure) to pay any Tax, and AmeriNet has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee employed by AmeriNet, independent contractor, creditor, or other third party with respect to AmeriNet. Ownership of Park City Group's Capital Stock. As of the date of execution of this Agreement, AmeriNet does not own any shares of Park City Group's Capital Stock. Liabilities Except as set forth on Exhibit 3.2H, AmeriNet does not have any liabilities or obligations of any nature, whether accrued, absolute, contingent, inchoate or otherwise, whether due or to become due and regardless of when asserted, all liabilities being solely those of its subsidiaries and as to those, none will survive disposition of the subsidiaries prior to Closing. Limited Activities AmeriNet is a holding company with no material operations or assets other than the shares of its subsidiaries' common stock and operations pertaining to supervision and coordination of the activities of its subsidiaries, provision of support services for its subsidiaries, acquisition-related activities and compliance with applicable laws, including federal securities and internal revenue laws. AmeriNet currently has two operating subsidiaries, Wriwebs.com, Inc. and AmeriNet Communications, Inc. both Florida corporations, and has interests in four other corporations, all of which will be disposed of prior to Closing so that immediately after the Closing, Park City Group will be AmeriNet's only subsidiary of any kind. Leases The leases described in Exhibit 3.2.J are in full force and effect, and AmeriNet has a valid and existing leasehold interest under each such lease for the term set forth therein. AmeriNet has delivered to the Park City Group's Participants complete and accurate copies of each of the material leases and none of such leases have been modified in any respect. AmeriNet is not in default under any such leases. Insurability AmeriNet knows of no impediments to obtaining hazard and liability insurance covering its assets or operations, at commercially reasonable insurance rates, nor does AmeriNet have any Knowledge that such insurance, at such rates, will not be obtainable by Park City Group in the future. Exhibit 3.2.K.2 lists all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, software, errors and omissions, employees, officers and directors of AmeriNet as well as all claims made under any insurance policy by AmeriNet in the past three years and the date of expiration of each such insurance policy. There is no claim by AmeriNet pending under any of such policies or bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds. All premiums payable under all such policies and bonds have been paid and AmeriNet is not in default with respect to its obligations under any of such policies and bonds and is otherwise in compliance in all material respects with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). Such policies of insurance and bonds are of the type and in amounts customarily carried by persons conducting businesses similar to those of AmeriNet. AmeriNet does not know of any threatened termination of or material premium increase with respect to any of such policies. AmeriNet has never been denied insurance coverage nor has any insurance policy of AmeriNet ever been canceled for any reason. Contracts and Commitments Except as set forth on Exhibit 3.2.L, AmeriNet is not a party and has not been a party for a period of at least one year to any: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) medical insurance or similar plan or practice, whether formal or informal; (iv) contract for the employment of any officer, employee, or other person on a full-time or consulting basis or relative to severance pay or change-in-control benefits for any such person; (v) agreement or indenture relating to the borrowing of money in excess of $2,000 or to mortgaging, pledging or otherwise placing a lien on any assets of AmeriNet which has a fair market value in excess of $5,000 in the aggregate; (vi) guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement under which it is lessor of, or permits any third party to hold or operate, any property, real or personal; (viii) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a purchase price in excess of $2,000; (ix) contract or group of related contracts with the same party for the sale of products or services, under which the undelivered balance of such products and services has a sales price in excess of $2,000; (x) franchise agreement; or (xi) other agreement material to AmeriNet's business or not entered into in the ordinary course of business. Complete Copies of Materials AmeriNet has delivered or made available true and complete copies of each document (or summaries of same) which have been requested in writing by the Park City Group's Participants or their counsel. Restrictions on Business Activities There is no agreement (assuming the parties thereto other than AmeriNet performed their respective obligations thereunder as required), judgment, injunction, order or decree binding upon AmeriNet which has or could reasonably be expected to have the effect of materially prohibiting or materially impairing any business practice of AmeriNet, any acquisition of property by AmeriNet or the conduct of business by AmeriNet as currently conducted or as currently proposed to be conducted. Accuracy of Representations or Warranties All of AmeriNet's warranties and representations as hereinabove stated will be true as of the date of this Agreement and on the Closing Date and the same will survive the Closing and be deemed incorporated, whether explicitly stated therein or not, into all documents or other instruments delivered by AmeriNet to the Park City Group's Participants at the Closing. No representation, warranty, or statement of AmeriNet omits or will omit to state any Material fact necessary to make such representation, warranty, or statement in this Agreement accurate and not misleading in any Material respect. COVENANTS Park City Group No Meeting of Park City Group's Stockholders. Because each of the Park City Group's Participants has independently made the decision to exchange all of his, her or its Park City Group's Securities for shares of AmeriNet's common stock, no formal stockholder action by Park City Group will be required in conjunction with authorization of this Agreement or the Closing; however, each of the Park City Group's Participants must have become a party to this Agreement by direct execution. Blue Sky Laws Legal counsel to the Park City Group's Participants will take such steps as may be necessary to comply with the securities and blue sky laws of all jurisdictions which are applicable to the issuance of AmeriNet common stock to Park City Group's Participants, including compliance with the State Securities Act Exemptions. Conduct of Business of Park City Group During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, the Park City Group's Declarants agree (except to the extent that AmeriNet will otherwise consent in writing), to promptly notify AmeriNet of any event or occurrence or emergency not, in the reasonable judgment of Park City Group's Declarants, in the ordinary course of business of Park City Group, and any event which could, in the reasonable judgment of Park City Group's Declarants, have a Material adverse effect on Park City Group or that could cause any of the representations, warranties, covenants, schedules or exhibits to be incorrect or misleading. AmeriNet: Governance of AmeriNet, Membership on AmeriNet's Board of Directors and Executive Committee . AmeriNet will appoint a designee for the AmeriNet's stockholders, other than those who obtained their shares as a result of the Reorganization with Park City Group, who shall have the right to designate one member to AmeriNet's board of directors for a period of five years following the Closing on the Reorganization, it being the contemplation of the signatories to this Agreement, that the initial designee will be AmeriNet's current president, Edward C. Dmytryk ("Mr. Dmytryk"). Except for Mr. Dmytryk, all other directors of AmeriNet in office, as of the Closing on the reorganization, shall resign immediately following the Closing, and will be replaced by designees of Randall K. Fields ("Mr. Fields"). All officers in office, as of the Closing on the Reorganization, will be replaced by the new AmeriNet board of directors subsequent to Closing. AmeriNet will obtain a signed release from all resigning or replaced officers or directors, releasing AmeriNet and its affiliates and successors from all liability. At Closing, AmeriNet will file a Form S-8 registering the shares granted to the officers as part of these releases. Conduct of Business of AmeriNet. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, as the case may be, AmeriNet agrees (except to the extent that the Park City Group's Declarant will otherwise consent in writing), that AmeriNet will promptly notify the Park City Group's Participants of any event or occurrence or emergency which is not in the ordinary course of business of AmeriNet and which is Material and adverse to the business of AmeriNet (including any issuance of AmeriNet Capital Stock or rights to purchase AmeriNet Capital Stock). Prior to Closing, AmeriNet will divest itself of any and all securities that it holds in other corporations, including, without limitation, Wriwebs.com, Inc., a Florida corporation; AmeriNet Communications, Inc., a Florida corporation; Trilogy International, Inc., a Florida corporation; Lorilei Communications, Inc., a Florida corporation; and, Vista Vacations International, Inc., a Florida corporation, and provide an opinion of AmeriNet counsel that such divestiture is in compliance with all securities and other laws. Prior to Closing, all current holders of Class A preferred stock must waive all registration rights and exercise their conversion rights so that the only class of AmeriNet securities outstanding at the Closing is common stock. Prior to Closing, AmeriNet hereby covenants and agrees to raise the sum of at least $1,000,000 (net) to be expended for the purposes set forth in Exhibit 4.2.B.4. The Park City Group's Declarants have the discretion to accept the $1,000,000 in the form of cash or a secured note. Should the Park City Group's Declarants accept a secured note, and should the maker of the note default on payment or any other obligation of the note, the Park City Group's Participants will be entitled to an additional distribution of AmeriNet common stock equal to two percent (2%) of the value of the default portion of the note. For example, if there is a promissory note for $100,000 and a default after $60,000 has been paid, The Park City Group's Participants will receive an additional 4,706 shares (40,000/$.17=235,294 x .02=4,706). The Parties: Confidentiality From the date hereof to and including the Closing Date, the Parties will maintain, and cause their directors, employees, agents and advisors to maintain, in confidence and not disclose or use for any purpose, except the evaluation of the transactions contemplated hereby and the accuracy of the respective representations and warranties of the Parties contained herein, information concerning the other Parties and obtained directly or indirectly from such Parties, or their directors, employees, agents or advisors, or as was in the possession of such Party prior to obtaining such information from such other Party as to which the fact of prior possession such possessing Party will have the burden of proof and such information as is or becomes: Available to the non-disclosing Party from third parties not subject to an undertaking of confidentiality or secrecy; Generally available to the public other than as a result of a breach by the non-disclosing party hereunder; or Required to be disclosed under applicable law. In the event that the transactions contemplated hereby will not be consummated, all such information which will be in writing will be returned to the Party furnishing the same, including to the extent reasonably practicable, copies or reproductions thereof which may have been prepared. Public Disclosure Unless otherwise required by law, prior to the Closing Date no disclosure (whether or not in response to an inquiry) of the subject matter of this Agreement will be made by any Party unless approved by AmeriNet and the Park City Group's Declarants prior to release, provided that such approval will not be unnecessarily withheld, subject, in the case of AmeriNet, to AmeriNet's obligation to comply with applicable securities laws. The Parties will agree upon the form and substance of : A joint press release or other public announcement of this Agreement and the transactions contemplated hereby; and Other matters including, but not limited to, form letters to customers, related to this Agreement or any of the transactions contemplated hereby which will be released on or after the Closing; provided, however, that nothing in this Agreement will be deemed to prohibit any Party from making any disclosure which its counsel deems necessary or advisable in order to fulfill such Party's disclosure obligations imposed by law or contract. Consents AmeriNet and the Park City Group's Declarants will promptly apply for or otherwise seek, and use their best efforts to obtain, all consents and approvals required to be obtained by them for the consummation of AmeriNet's acquisition of the Park City Group's Securities contemplated by this Agreement, and the Park City Group's Declarants will use their best efforts to obtain all consents, waivers and approvals under any of Park City Group's agreements, contracts, licenses or leases in order to preserve the benefits thereunder for Park City Group, and otherwise in connection with AmeriNet's acquisition of the Park City Group's Securities; all of such consents and approvals being set forth in Exhibit 4.3.C. Report on Form 8-K. The Park City Group's Participants understand that on the Closing Date, AmeriNet will prepare and file with the Commission a current report on Commission Form 8-K (the "8-K Report") disclosing AmeriNet's acquisition of the Park City Group's Securities and containing information concerning Park City Group required by Commission Regulation S-B, including Park City Group's Audited Financial Statements for the two years ended December 31, 1999 and 2000, prepared in full compliance with GAAP, GAAS and the requirements of Commission Regulation SB pertaining to Material acquisitions, whether or not this transaction is otherwise deemed to constitute a Material acquisition. The Park City Group's Participants understand that AmeriNet and the Park City Group's Declarants will use their best efforts to secure the Commission"s acceptance of Park City Group's Audited Financial Statements, as complying with the requirements of Commission Regulation S-B, and the Park City Group's Declarants will make any modifications to the Park City Group's financial statements suggested by the Commission; and, if required, will use best efforts to secure required extensions from the Commission of time in which to provide materials complying with Commission Regulation S-B. Legal Requirements The Parties will take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on them with respect to the consummation of the transactions contemplated by this Agreement and will promptly cooperate with and furnish information to any Party in connection with any such requirements imposed upon such other Party in connection with the consummation of the transactions contemplated by this Agreement and will take all reasonable actions necessary to obtain (and will cooperate with the other Parties in obtaining) any consent, approval, order or authorization of, or any registration, declaration or filing with, any Governmental Entity or other person, required to be obtained or made in connection with the taking of any action contemplated by this Agreement. Best Efforts, Additional Documents & Further Assurances Each of the Parties to this Agreement will use its best efforts to effectuate the transactions contemplated hereby and to fulfill and cause to be fulfilled the conditions to AmeriNet's acquisition of the shares of Park City Group's Securities owned by the Park City Group's Participants and the condition subsequent under this Agreement. Each Party, at the request of another Party, will execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. Prior to Closing, AmeriNet will conclude agreements with Yankees pursuant to which: Yankees will convert all of the debt owed to it by AmeriNet into shares of AmeriNet's Class A Preferred Stock and will convert all of its AmeriNet Class A Preferred Stock into shares of AmeriNet's common stock, so that, immediately following Closing, AmeriNet's outstanding and reserved securities will be limited to common stock. The parties will terminate the Consulting Agreement and all other agreements between AmeriNet and Yankees, except for a warrant to purchase up to 800,000 shares of AmeriNet common stock at an exercise price of $.22 per share, and Yankees will waive any rights to registration, any preemptive rights to purchase AmeriNet Capital Stock, and any other AmeriNet obligations or amounts owed to Yankees. CONDITIONS PRECEDENT Conditions to Obligations of Each Party to Effect the Reorganization. The respective obligations of each Party to this Agreement to effect the Reorganization will be subject to the conditions that no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Reorganization will be in effect, nor will any proceeding brought by an administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, seeking any of the foregoing be pending; nor will there be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Reorganization, which makes the consummation of the Reorganization illegal. Additional Conditions to Obligations of Park City Group's Participants. The obligations of Park City Group's Participants to consummate and effect this Agreement and the transactions contemplated hereby will be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Park City Group's Participants: Representations, Warranties and Covenants. The representations and warranties of AmeriNet in this Agreement will be true and correct in all Material respects on and as of the Closing Date as though such representations and warranties were made on and as of such time and AmeriNet will have performed and complied in all Material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by it as of the Closing Date. Certificate of AmeriNet. The Park City Group's Participants will have been provided with a certificate executed on behalf of AmeriNet by its President and its Chief Financial Officer, Treasurer or officer exercising such functions to the effect that, as of the Closing Date: All representations and warranties made by AmeriNet under this Agreement are true and complete in all Material respects; All covenants, obligations and conditions of this Agreement to be performed by AmeriNet on or before such date have been so performed in all Material respects; and The AmeriNet certificate of incorporation is amended in compliance with Delaware law to increase AmeriNet's authorized common stock by enough shares to cover this transaction. Satisfactory Form of Legal and Accounting Matters. The form, scope and substance of all legal and accounting matters contemplated hereby and all documents and other papers delivered hereunder prior to and on the Closing Date will be reasonably acceptable to counsel to the Park City Group's Participants. Legal Opinion. The Park City Group's Participants will have received a legal opinion from legal counsel to AmeriNet, substantially in the form of Exhibit 5.2D hereto. No Material Adverse Changes. There will not have occurred any event, fact or condition that has had or reasonably would be expected to have a Material adverse effect on AmeriNet. Liabilities or Obligations. As of the Closing Date, AmeriNet will not have any liabilities or obligations of any nature, whether accrued, absolute, contingent, inchoate or otherwise. AmeriNet Closing Funds. As of the Closing Date, AmeriNet will hold at least $1,000,000 to be expended for the purposes set forth in Exhibit 4.2.B.4. The Park City Group's Declarants have the discretion to accept the $1,000,000 in the form of cash or a note. Any notes will be secured by a pledge of stock equal to or greater than the face value of the note. Indemnification Agreement. As of the Closing Date, AmeriNet will have entered into with Carrington Capital Corp., an Indemnification Agreement whereby Carrington will agree to pay for the following liabilities and obligations of Amerinet should such liabilities or obligations survive Closing: (a) Bruce Gleason claim, (b) Liberty Transfer Co. fees, (c) tax obligations, and (4) AmeriNet payroll, including accrued benefits. Convertible Stock. No preferred stock, options, warrants or other rights to acquire AmeriNet Capital Stock, and no option plans will survive the Closing, unless the number of shares issuable on conversion or exercise of such stock, options, warrants or other rights is a fixed number of shares with a fixed exercise price both of which are unaffected by the Reorganization. Third Party Consents. Any and all consents, waivers and approvals required from third parties relating to the contracts and agreements of AmeriNet so that the Reorganization and other transactions contemplated hereby do not adversely affect the rights of, and benefits to, AmeriNet thereunder will have been obtained. AmeriNet - Park City Group Preferred Stock Conversion Agreement. As of the Closing Date, AmeriNet and Park City Group will have entered into an agreement whereby AmeriNet will allow all of the holders of Park City Group's Preferred Stock to convert their Preferred Stock into shares of AmeriNet common stock at a conversion price of $.17 per share. The AmeriNet shares issued upon conversion of the Park City Group Preferred Stock will be subject to both demand and piggyback registration rights. Master Agreement Documents. As of the Closing Date, AmeriNet and all of the parties to the Master Agreement and related documents described in Exhibit 3.1F will have complied with the terms of the Master Agreement and executed such documents as may be necessary to effect the exchange of the certificates as set forth in Section 2.1C of this Agreement and to preserve the security interests as contemplated by the Master Agreement. Riverview Agreement. AmeriNet and Riverview Financial Corporation will enter into an agreement having a five-year term, which agreement will provide for compensation to Riverview in an amount equal to 5% of the value of any acquisition, merger or business combination, in whatever form, by Amerinet of any company directly or indirectly introduced by Riverview, or in connection therewith Riverview shall provide compensable advisory services. Additional Conditions to the Obligations of AmeriNet. The obligations of AmeriNet to consummate and effect this Agreement and the transactions contemplated hereby will be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by AmeriNet: Representations, Warranties and Covenants. The representations and warranties of the Park City Group's Declarants in this Agreement will be true and correct in all Material respects on and as of the Closing Date as though such representations and warranties were made on and as of such time and the Park City Group's Participants will have performed and complied in all Material respects with all covenants, obligations and conditions of this Agreement required to be performed and complied with by them as of the Closing Date. Certificate of Park City Group's Declarants. AmeriNet will have been provided with a certificate executed on behalf of the Park City Group's Participants by the Park City Group's Declarants to the effect that, as of the Closing Date, all: Representations and warranties made by Park City Group's Declarants under this Agreement are true and complete in all Material respects; and Covenants, obligations and conditions of this Agreement to be performed by the Park City Group's Participants on or before such date have been so performed in all Material respects. Third Party Consents. Any and all consents, waivers and approvals required from third parties relating to the contracts and agreements of Park City Group so that the Reorganization and other transactions contemplated hereby do not adversely affect the rights of, and benefits to, Park City Group thereunder will have been obtained. Satisfactory Form of Legal and Accounting Matters. The form, scope and substance of all legal and accounting matters contemplated hereby and all documents and other papers delivered hereunder prior to and on the Closing Date will be reasonably acceptable to AmeriNet's counsel (provided that the condition subsequent concerning the compliance of information provided by Park City Group with the requirements of Commission Regulation SB, on a timely basis, will survive the Reorganization). Legal Opinion. AmeriNet will have received a legal opinion from legal counsel to the Park City Group's Participants, in substantially the form of Exhibit 5.3E hereto. No Material Adverse Changes. There will not have occurred any event, fact or condition which has had or reasonably would be expected to have a Material adverse effect on Park City Group. Accredited Investors. Immediately prior to the Closing, there will be no Park City Group's Participants who are not Accredited Investors. Closing Closing Date: The Closing will take place at 10:00 o'clock on the morning of the day after the Parties exchange confirmation that all of the conditions precedent to the Closing have been either met or waived in writing (collectively referred to throughout this Agreement as the "Closing Date"). The Closing will take place at Park City Group's offices in Park City, Utah, or at such other time and place as may be agreed upon in writing by the Parties, provided that if the Closing has not been scheduled to take place prior to June 15, 2001, then either Party may terminate this Agreement. Items to be Delivered at Closing by Park City Group: At the Closing, Park City Group's Participants will deliver or have delivered to AmeriNet certificates for all authorized and outstanding Park City Group's Securities owned by the Park City Group's Participants, duly endorsed and medallion signature guaranteed for transfer to AmeriNet, as well as the following items: As of a date no earlier than the fifth business day prior to Closing: A lien and judgment search by an agency acceptable to AmeriNet's legal counsel, disclosing the existence or absence of judgments or liens affecting Park City Group and its assets or operations; A good standing certificate from the State of Delaware attesting to the continued corporate existence and good standing of Park City Group; and A certificate signed by Park City Group's Declarants attesting to the fact that all representations, warranties, exhibits and schedules pertaining to Park City Group included in this Agreement remain materially true and accurate as of the Closing Date. An opinion from Park City Group's Participants' legal counsel, in form and substance acceptable to legal counsel for AmeriNet addressing the compliance by the Park City Group's Participants with all conditions to Closing. Such other items in connection with the foregoing as AmeriNet's attorney may reasonably have required within five business days prior to the Closing in order to assist AmeriNet and its officers and directors to comply with applicable laws and their responsibilities to AmeriNet's stockholders and the public in conjunction with the Reorganization. Items to be Delivered at Closing by AmeriNet: At the Closing, AmeriNet will deliver the following to the Park City Group's Participants: As of a date no earlier than the fifth business day prior to Closing: A lien and judgment search by an agency acceptable to Park City Group's Participants' legal counsel, disclosing the existence or absence of judgments or liens affecting AmeriNet and its assets or operations; A good standing certificate from the State of Delaware attesting to the continued corporate existence and good standing of AmeriNet; Certified copies of resolutions passed by AmeriNet's Board of Directors and shareholders approving all aspects of the transactions envisioned by this Agreement; A certificate signed by AmeriNet's president, chief financial officer and chief legal officer attesting to the fact that all representations, warranties, exhibits and schedules pertaining to AmeriNet included in this Agreement remain materially true and accurate as of the Closing Date; and An unaudited balance sheet indicating that AmeriNet does not have any liabilities as of Closing. An opinion from AmeriNet's legal counsel, in form and substance acceptable to legal counsel for Park City Group's Participants addressing the compliance by AmeriNet with all conditions to Closing. Such other items in connection with the foregoing as Park City Group's Participants' attorney may reasonably have required within five business days prior to the Closing in order to assist the Park City Group's Participants to comply with applicable laws and their responsibilities in conjunction with the Reorganization. Delivery of the certificates for the Exchange Shares will be made directly to Park City Group's Participants by the Exchange Agent within a reasonable time after the Closing. Completion of Closing The Reorganization will be deemed completed when certificates for all shares of Park City Group's Securities owned by the Park City Group's Participants have been tendered to AmeriNet, with signature medallion guaranteed or otherwise in proper form for transfer to the order of AmeriNet, the resignation of all of AmeriNet's officers and directors other than Mr. Dmytryk have been tendered and accepted and Mr. Dmytryk has elected designees of Mr. Fields as replacement directors for the directors whose resignations have been accepted, the provision by AmeriNet of executed instruments transferring control over AmeriNet's financial accounts to designees of Park City Group's Participants, which accounts will include at least $1,000,000 in cleared funds, for use in accordance with the requirements of this Agreement (unless the Park City Group's Declarants determine to accept such funds in the form of a secured note); AmeriNet will have provided the Exchange Agent with instructions to issue the Exchange Shares to Park City Group's Participants, and all of the opinions, certificates, memoranda, documents, updates and other items to be delivered and exchanged at Closing (generically referred to as the "Closing Documents") have been delivered or exchanged; provided that, if any of the Closing Documents are not delivered at Closing, the Party entitled to their receipt may, at his, her or its exclusive option, either: Waive receipt thereof, in writing, specifying the Closing Documents waived; or Suspend the Closing, as required to grant the non performing Party an opportunity to provide the missing Closing Documents, on such terms as the Party entitled to receipt of the missing Closing Documents may deem appropriate under the circumstances, specifying in writing the time by which the missing Closing Documents must be provided, the time the Closing will be reconvened, and the date on which the Closing will be deemed to have become effective. Default or Termination Termination. This Agreement may be terminated and the Reorganization abandoned at any time prior to the Closing Date, as follows: By mutual consent of the Park City Group's Participants and AmeriNet. By AmeriNet if it is not in Material breach of its obligations under this Agreement and there has been a Material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the Park City Group's Participants and such breach has not been cured within fifteen days after notice to the Park City Group's Participants. By the Park City Group's Participants if it is not in Material breach of its respective obligations under this Agreement and there has been a Material breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of AmeriNet and such breach has not been cured within fifteen days after notice to AmeriNet. By any Party if: The Reorganization has not occurred by June 15, 2001; There is a final nonappealable order of a federal or state court in effect preventing consummation of the Reorganization; There will be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Reorganization by any Governmental Entity which would make consummation of the Reorganization illegal; or There will be any action taken, or any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Reorganization by any Governmental Entity, which would: Prohibit AmeriNet's or Park City Group's ownership or operation of all or a Material portion of the business of Park City Group, or compel AmeriNet or Park City Group to dispose of or hold separate all or a Material portion of the business or assets of Park City Group or AmeriNet as a result of the Reorganization; or Render AmeriNet or the Park City Group's Participants unable to consummate the Reorganization, except for any waiting period provisions. Where action is taken to terminate this Agreement pursuant to this Section 7.1, it will be sufficient for such action to be authorized by the AmeriNet board of directors or the Park City Group's Declarants taking such action. Failure of Conditions. Failure of a condition precedent, in and of itself, will not be deemed an event of default; however, the fact that a covenant or representation or warranty is also a condition precedent will not excuse its non-performance or inaccuracy. Termination Without Default. In the event that this Agreement is terminated other than as a result of a default by a Party, then the Parties will have no rights or obligations to each other as a result of this Agreement or the transactions contemplated hereby and this Agreement will become void and of no further force and effect. Confidentiality Park City Group's Business Information: If this Agreement is terminated and the transactions contemplated hereby are abandoned at any time prior to the Closing Date, AmeriNet will hold in strict confidence, all business, financial and other information about Park City Group obtained from the Park City Group's Participants or their affiliates and will promptly return to Park City Group all documents received under this Agreement, and will not use for the benefit of itself or others in any way that may be competitive with or could be detrimental to Park City Group, any such confidential information. These obligations will continue for two years from termination, except as to return of materials, which will continue until all such are returned. Notwithstanding the foregoing, such obligation of confidentiality will not extend to any information which is shown to have been: Previously known to AmeriNet; Generally known to others engaged in the trade or business of Park City Group; Part of public knowledge or literature (other than where such information becomes public through the direct or indirect dissemination by AmeriNet without Park City Group's Participants' consent); Lawfully received by AmeriNet from a third party (not including Park City Group), other than in connection with the consummation of the transactions contemplated hereby; or Disclosed pursuant to the mutual agreement of Park City Group and AmeriNet. AmeriNet's Business Information: If this Agreement is terminated and the transactions contemplated hereby are abandoned at any time prior to the Closing Date, the Park City Group's Participants will hold in strict confidence, for a period of two years, all business, financial and other information about AmeriNet obtained from AmeriNet and will return to AmeriNet all documents received under this Agreement, and will not use for the benefit of itself or others in any way that may be competitive with or could be detrimental to AmeriNet, any such confidential information. Notwithstanding the foregoing, such obligation of confidentiality will not extend to any information which is shown to have been: Previously known to the Park City Group's Participants; Generally known to others engaged in the trade or business of AmeriNet; Part of public knowledge or literature (other than where such information becomes public through the direct or indirect dissemination by the Park City Group's Participants without AmeriNet's consent); Lawfully received by the Park City Group's Participants from a third party (not including AmeriNet), other than in connection with the consummation of the transactions contemplated hereby; or Disclosed pursuant to the mutual agreement of AmeriNet and Park City Group. Miscellaneous Expenses Each of the Parties agrees to pay, without right of reimbursement from any other, the costs incurred by such Party incident to the preparation and execution of this Agreement and performance of their respective obligations hereunder, whether or not the transactions contemplated by this Agreement will be consummated, including, without limitation, the fees and disbursements of legal counsel, accountants and consultants employed by the respective Parties in connection with the transactions contemplated by this Agreement. Assignability No Party may assign or transfer its rights and obligations under this Agreement without the prior written approval of the other Parties. This Agreement will inure only to the benefit of and be binding upon the Parties and their respective successors and representatives and permitted assigns. Counterparts & Facsimile Execution This Agreement may be executed in any number of counterparts. All executed counterparts will constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. 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. Remedies No delay or omission on the part of any Party in exercising any right or remedy will operate as a waiver of said right or remedy or any other right or remedy. A waiver on any one occasion will not be construed as a bar to or a waiver of any right on any future occasion. Every right and remedy of a Party will be cumulative and in addition to every other right and remedy expressed in this Agreement or allowed by law or equity, and may be exercised singularly or concurrently. Survival of Condition Subsequent, Representations and Warranties, Covenants 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 and continue until the date the audit of AmeriNet's financial statements for the year ending June 30, 2002 has been completed and AmeriNet has received a signed opinion from its independent auditors certifying such financial statements (the "2002 Audit Date"). All covenants to be performed after the Closing will continue indefinitely. Third-Party Beneficiaries Neither this Agreement nor any provision hereof, nor any document or instrument executed or delivered pursuant to this Agreement, will be deemed to create any right in favor of or impose any obligation upon any person or entity other than the Parties. Severability Whenever legally possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction but this Agreement will be interpreted, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. Entire Agreement This Agreement and the agreements, instruments, exhibits and other writings referred to in this Agreement contain the entire understanding of the Parties with respect to the subject matter of this Agreement. There are no restrictions, agreements, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein. This Agreement supersedes all prior agreements and understandings between the Parties with respect to its subject matter. Amendments, Extensions & Waiver This Agreement may not be amended, changed or terminated orally, and no attempted change, termination or waiver of any of the provisions hereof will be binding unless in writing and signed by the Parties against whom the amendment, change, termination or waiver is sought to be enforced. This Agreement may be amended by the Parties at any time before or after approval of matters presented in connection with the Reorganization to the stockholders of those Parties required by applicable law to so approve but, after any such stockholder approval, no amendment will be made which by law requires the further approval of stockholders of a party without obtaining such further approval. At any time prior to the Closing any Party may, to the extent legally allowed: Extend the time for the performance of any of the obligations or other acts of the other Parties; Waive any inaccuracies in the representations and warranties made to such party contained herein or in any document delivered pursuant hereto; Waive compliance with any of the agreements or conditions for the benefit of such Party contained herein; or Any agreement on the part of a Party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such Party. Exhibits Each exhibit referenced in this Agreement will be annexed hereto and will be considered a part hereof as if set forth in the body hereof in full. Negotiated Transactions The provisions of this Agreement were negotiated by the Parties, this Agreement and the agreements, indentures and other instruments incidental hereto will be deemed to have been drafted by all of the Parties and this Agreement will not be interpreted more or less favorably in favor of or against a Party based on its authorship. Governing Laws, Venue and Dispute Resolution Jurisdiction & Venue The Parties each hereby submits to the jurisdiction of any state or federal court or private dispute resolution tribunal sitting in Summit County, Utah, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court or tribunal. The Parties each agree not to bring any action or proceeding arising out of or relating to this Agreement in any other court or tribunal. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. Applicable Law & Venue This Agreement will be construed, interpreted and enforced in accordance with, and governed by, the laws of the State of Delaware but venue for any proceeding arising hereunder, whether in law, equity, administration or alternate dispute resolution, will, to the extent legally permissible, lie exclusively in Summit County, Utah. Dispute Resolution If there is any dispute hereunder which cannot be resolved by the Parties (a "Disputed Item"), either Party may seek a resolution by arbitration by applying for an arbitrator to be appointed by the American Arbitration Association in accordance with the rules and regulations of that association, except as specifically modified hereby. In the event arbitration is requested, both Parties must proceed as quickly as possible to arbitration and accept the results of same as final and binding. The losing Party in the arbitration will pay all of the costs of the arbitration. In the event that the results of the arbitration cannot be said to result in a winning Party and a losing Party, the arbitrator will decide how the costs and expenses of the arbitration will be borne by the Parties. Any judgment upon the award rendered by the arbitrator may be enforced in the Circuit Court sitting in and for Summit County, Utah. Notices 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) 998-4635; and, e-mail ed@amerinetgroup.com; with copies to AmeriNet Group.com, Inc.; 1941 Southeast 51st Terrace; Ocala, Florida 34471; Attention: Vanessa H. Lindsey, Secretary; Telephone (352) 694-6661, Fax (352) 694-1325; and, e-mail, vanessa@amerinetgroup.com. 2. To the Park City Mr. Randall K. Fields, 333 Main Street, Park City, Utah 84806; Group Security Telephone (435) 645-2010, Fax (435) 645-2110, e-mail Holders: randy@parkcity.com Riverview Financial Corp., P.O. Box 5000, Park City, Utah 84060; Telephone (435) 649-2221 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. 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. Further Assurances From time to time after the Closing, the Park City Group's Participants will execute and deliver, or cause its affiliates to execute and deliver, to AmeriNet such instruments of sale, transfer, conveyance, assignment and delivery, and such consents, assurances, powers of attorney and other instruments as may be reasonably requested by AmeriNet or its counsel in order to carry out the purpose and intent of this Agreement. License This Agreement is derived from a form developed by Yankees and in which Yankees claims property rights. Such form has been adapted for this transaction with the consent of Yankees by Jeffrey G. Klein, Esquire, AmeriNet's legal counsel. Yankees grants the Parties and their counsel a perpetual, unrestricted and non-royalty bearing right and license to copy, use, modify and adapt this form of agreement for any purpose. Broker Except as set forth on Exhibit 9.16, no person is entitled to any compensation from the Parties to this Agreement as a result of the transactions effected hereby. The Parties hereby agree to indemnify and hold each other harmless from and against any claims for brokerage or other commissions relative to the transactions contemplated by this Agreement based in any way on agreements, understanding or arrangements made or claimed to have been made by such Party with any third party. IN WITNESS WHEREOF, the Parties hereby have caused this Agreement to be duly executed as of the day and year set forth below. Signed, sealed and delivered In Our Presence: AMERINET GROUP.COM, INC. /s/ Charles J. Scimeca - ------------------------------------ /s/ Cyndi N. Calvo - ------------------------------------ By: /s/ Edward Dmytryk Edward C. Dmytryk, President Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary (Corporate Seal) STATE OF FLORIDA } COUNTY OF MARION } SS.: On this 31 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 Delaware 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: {Seal} /s/ Charles J. Scimeca ----------------------------------- Notary Public RANDALL K. FIELDS /s/ Randall K. Fields Randall K. Fields, on his own behalf STATE OF UTAH } COUNTY OF SUMMIT } SS.: On this 31st day of May, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Randall K. Fields, to me known, and known to me to be the person 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: (Seal) /s/ June Ann Oldham -------------------- Notary Public RIVERVIEW FINANCIAL CORP. By: /s/ Randall K. Fields President Attest: /s/ EG Perry Secretary (Corporate Seal) STATE OF UTAH } COUNTY OF SUMMIT } SS.: On this 31st day of May, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Randall K. Fields and eg Perry , to me known, and known to me to be the president and secretary of Riverview Financial Corp., the above-described California 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 Riverview Financial Corp., 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: {Seal} June Ann Oldham ----------------------------------- Notary Public EX-2.2 3 exb_2-2.txt FIRST AMENDMENT TO REORGANIZATION AGREEMENT FIRST AMENDMENT TO REORGANIZATION AGREEMENT This First Amendment to Reorganization Agreement ("First Amendment") is entered into as of the 11th day of June, 2001, by and between AMERINET GROUP.COM, INC., a Delaware corporation ("AmeriNet"); and RANDALL K. FIELDS, a Utah resident, and RIVERVIEW FINANCIAL CORP., a California corporation (collectively, the "Park City Group's Participants "). RECITALS WHEREAS, AmeriNet and the Park City Group's Participants previously entered into that certain Reorganization Agreement, dated May 31, 2001 (the "Reorganization Agreement"); and WHEREAS, AmeriNet and the Park City Group's Participants desire to amend the Reorganization Agreement as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AmeriNet and the Park City Group's Participants agree that the Reorganization Agreement shall be amended as follows: 1. Definitions. Terms used in this First Amendment and not otherwise defined herein shall have the same meanings as are set forth for such terms in the Reorganization Agreement. 2. Shares to be Issued and Effect on Capital Stock. Section 2.1B is hereby amended to (a) supplement the definition of "Z = Post-Closing Shares" and (b) change the definition of "N = AmeriNet Stock Prior to Closing" to increase the number of $.22 warrants, delete the last clause of the first sentence of this definition, and add the actual number agreed to by the Parties, as follows: Z = Post-Closing Shares. This number equals the number of shares of AmeriNet common stock at Closing which is equal to the sum of the AmeriNet Stock Prior to Closing and the Exchange Shares. On June 11, 2001, the Parties agreed that this number equals 150,300,000 shares. N = AmeriNet Stock Prior to Closing. This number equals all of the outstanding shares of AmeriNet common stock immediately prior to Closing, after the conversion of all AmeriNet debt into AmeriNet Class A Preferred Stock, the conversion of all AmeriNet Class A Preferred Stock into common stock, the exercise of the Yankees Warrant into common stock, the issuance of all shares sold in connection with the Private Placement prior to Closing, the exercise into common stock of all other warrants held by Yankees (except for a warrant to purchase up to 1,000,000 shares of AmeriNet common stock at an exercise price of $.22 per share), the exercise of all rights to acquire AmeriNet common stock for all such rights that have an exercise price of less than $.25 per share. deleted text "and the deemed exercise of all other rights to acquire AmeriNet common stock."end deleted text On June 11, 2001, the Parties agreed that this number equals 39,000,000 shares. This number excludes a total of 300,000 shares that may be issued to Jonathan Eichner and Edward Elenson for finders fees. 3. Park City Group Exhibits. The Park City Group's Exhibits are hereby amended in their entirety as attached hereto as Exhibit A. 4. AmeriNet Exhibits. The AmeriNet's Exhibits are hereby amended in their entirety as attached hereto as Exhibit B. 5. Revision of Covenants. Section 4.3G.2 will be revised to increase the remaining warrant to 1,000,000 shares at $.22 per share. 6. Termination of the Park City Group's Participants Condition Precedent; Riverview Agreement. Section 5.2M is hereby deleted in its entirety. 7. No Other Amendment. Except as expressly amended pursuant to this First Amendment, the terms of the Reorganization Agreement shall remain in full force and effect. 8. Counterparts. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first set forth above. AMERINET GROUP.COM, INC., a Delaware corporation By: /s/ Edward Dmytryk Its: President RANDALL K. FIELDS, a Utah resident /s/ Randall K. Fields RIVERVIEW FINANCIAL CORP., a California corporation By: /s/ Randall K. Fields Its: President A-1 EXHIBIT A AMENDED PARK CITY GROUP EXHIBITS AMENDED PARK CITY GROUP EXHIBITS PARK CITY GROUP'S DECLARANTS' EXHIBITS - AMENDMENT NO. 1 The following Exhibits are being delivered by Park City Group's Declarants pursuant to the Reorganization Agreement, dated May 31, 2001, between Randall K. Fields, a Utah resident, Riverview Financial Corp., a California corporation, and AmeriNet Group.com, a Delaware corporation (the "Reorganization Agreement"). Any information disclosed in one Exhibit shall be deemed to be disclosed in all Exhibits to which such information is applicable. References to Articles, Sections, Paragraphs, and Exhibits shall mean the Articles, Sections, Paragraphs and Exhibits of the Reorganization Agreement and/or these Exhibits. These Exhibits are incorporated by reference into and shall be deemed a part of the Reorganization Agreement. No reference in these Exhibits to any agreement or documents shall be construed as an admission or indication to any other party other than AmeriNet Group.com that such agreement or document is enforceable or currently in effect under such agreement or document. No disclosure in these Exhibits relating to any possible breach or violation of any agreement, law, or regulation shall be construed as an admission or indication to any party other than AmeriNet Group.com that any such breach or violation exists or has actually occurred. Capitalized terms not otherwise defined in these Exhibits shall have those meanings attributed to them in the Reorganization Agreement. EXHIBIT 2.1.C PARK CITY GROUP'S PARTICIPANTS' DATA - ------------------------------------- -------------------------- ------------------ ------------------------- Shareholder Park City Group Shares % AmeriNet Shares - ------------------------------------- -------------------------- ------------------ ------------------------- - ------------------------------------- -------------------------- ------------------ ------------------------- Fields, Randall K. 3,750,000 14.49% 16,083,900 - ------------------------------------- -------------------------- ------------------ ------------------------- - ------------------------------------- -------------------------- ------------------ ------------------------- Riverview Financial Corp. 20,500,000 79.21% 87,923,100 - ------------------------------------- -------------------------- ------------------ ------------------------- - ------------------------------------- -------------------------- ------------------ ------------------------- Bowman, Lee 31,250 .12% 133,200 - ------------------------------------- -------------------------- ------------------ ------------------------- - ------------------------------------- -------------------------- ------------------ ------------------------- Jones, William and Lois 7,844 .03% 33,300 - ------------------------------------- -------------------------- ------------------ ------------------------- - ------------------------------------- -------------------------- ------------------ ------------------------- Franks, Tony 20,708 .08% 88,800 - ------------------------------------- -------------------------- ------------------ ------------------------- - ------------------------------------- -------------------------- ------------------ ------------------------- Quinn, Paul 750,000 2.90% 3,219,000 - ------------------------------------- -------------------------- ------------------ ------------------------- - ------------------------------------- -------------------------- ------------------ ------------------------- Holman, Larry 500,000 1.93% 2,142,300 - ------------------------------------- -------------------------- ------------------ ------------------------- - ------------------------------------- -------------------------- ------------------ ------------------------- Reserve 320,334 1.24% 1,376,400 - ------------------------------------- -------------------------- ------------------ ------------------------- - ------------------------------------- -------------------------- ------------------ ------------------------- 25,880,136 100% 111,000,000 - ------------------------------------- -------------------------- ------------------ -------------------------
EXHIBIT 3.1.B.2 PARK CITY GROUP CAPITALIZATION 1. Outstanding Park City Group Common Stock and Shareholders - ------------------------------------------------------- --------------------- Shareholder Shares - ------------------------------------------------------- --------------------- Amis, Jeffrey 479 Baker, Wade, H. 6,562 Bennion, Richard and Sandra 4,583 Blackley, Todd 4,340 Bowman, Lee 31,250 Dalling, Roger O. 903 Evans, Edmund Miles 3,138 Fields Children's Trust (Larry Holman, Trustee) 250,000 Fields, Randall K. 3,750,000 Fine, Janet 875 Frank, Tony 20,708 Gray, Robert 1,156 Holman, Larry 500,000 Jackson, Jeff and Sarah 9,722 Jones, William and Lois 7,844 Malon, Laura and Kevin 847 Park, Randall and Jeninne 12,633 Quinn, Paul 750,000 Riverview Financial Corp. 20,500,000 Schmidt, Rod 2,570 Shirey, Edgar and Patricia 1,652 Shirey, Patricia Ann 923 Wai, Lavita 14,161 Weeks, Cheryl A. 1,846 Wells, Marisue D. 1,652 Young, David Siebach 2,292 Total 25,880,136 2. Registration Rights. One current shareholder, Larry Holman, has piggy-back registration rights with respect to one-third of his shares of Park City Group. It is understood that such rights will be assumed by AmeriNet in connection with the Reorganization Agreement to which these Exhibits are a part. 3. Series A Convertible Preferred Stock. Pursuant to a Certificate of Designation of Preferences of Series A Convertible Preferred Stock of Park City Group, Inc., Park City Group has designated , but has not yet issued, Series A Convertible Preferred Stock. EXHIBIT 3.1.B.4 OBLIGATION TO ISSUE OR RESERVE STOCK 1. Outstanding Options to Purchase Park City Group Common Stock Park City Group has established two stock option plans: (1) 1993 Equity Incentive Plan, established January 29, 1993, as amended, and (2) 1993 Directors Stock Option Plan, established December 28, 1993, as amended. A total of 4,800,000 shares are reserved under the 1993 Equity Incentive Plan. A total of 300,000 shares are reserved under the 1993 Directors Stock Option Plan. Most outstanding options have been granted pursuant to one of these plans. Park City Group also adopted a bonus plan in 1998, which provided for issuance of options to certain employees dependent upon achievement of certain revenue and net income levels. Because these thresholds were not achieved, these option grants were cancelled. All options expire ten years following the date of grant. In addition, all options expire 90 days following the termination of the option holder's employment with Park City Group. Several vesting schedules have been used by Park City Group in granting options pursuant to its option plans: A. Provides for a six-year vesting schedule, with 16.667% vesting one year from the date of grant and 1.389% vesting each month thereafter. B. Provides for a four-year vesting schedule, with 25% vesting one year from the date of grant and 25% vesting each year thereafter. C. Provides for a four-year vesting schedule, with 40% vesting one year from the date of grant and 1.667% vesting each month thereafter. AmeriNet has been provided copies of the 1993 Equity Incentive Plan, as amended, and 1993 Directors Stock Option Plan, as amended, as well as the 1998 Bonus/Option Plan. AmeriNet has also been provided sample stock option agreements. The table below provides information related to the options to purchase Park City Group's Common Stock outstanding as of May 30, 2001. - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Name Original Reissuance Vesting Shares Exercise Vested Grant Date Date Schedule Price - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Broadhead, Shaun 9/14/95 1/19/96 B 3,500 $1.00 3,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 B 3,000 $1.00 3,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 8,500 $1.00 8,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 4,500 $1.00 4,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 5,000 $1.00 3,750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 24,500 23,250 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Dixon, William 2/20/95 1/19/96 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 9/14/95 1/19/96 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 7,000 $1.00 7,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 1,500 $1.00 1,125 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 12,500 12,125 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Doll, Carolyn F. 9/14/95 1/19/96 B 10,000 $1.00 10,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 B 10,000 $1.00 10,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 30,000 $1.00 30,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 7,500 $1.00 7,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 57,500 57,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Doll, Drew F. 9/14/95 1/19/96 B 10,000 $1.00 10,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 B 3,000 $1.00 3,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 20,000 $1.00 20,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 12,500 $1.00 12,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 45,000 45,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Eck, Cynthia 2/20/95 1/19/96 B 1,500 $1.00 1,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 9/14/95 1/19/96 B 3,500 $1.00 3,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 3,000 $1.00 3,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 2,500 $1.00 2,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 2,875 $1.00 2,156 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 14,375 13,656 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Evans, Richard C. 2/20/95 1/19/96 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 9/14/95 1/19/96 B 500 $1.00 500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/06 B 2,000 $1.00 2,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 9,500 $1.00 9,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 3,000 $1.00 3,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 3,000 $1.00 2,250 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 19,000 18,250 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Ganasky, Dave 1/20/98 B 3,000 $1.00 1,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 3,750 $1.00 2,813 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 6,750 4,313 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Greenland, Robert 2/17/97 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 1,500 $1.00 1,125 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 2,500 2,125 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Imparato, Nicholas J. 7/10/92 B 125,000 $0.40 125,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 125,000 125,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Jinaraj, Liji 11/13/98 B 1,000 $1.00 500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 1,000 500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Kalautt, Judy 1/20/98 B 3,000 $1.00 2,250 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 3,750 $1.00 2,813 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 6,750 5,063 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Klautt, Warren 1/20/98 B 5,000 $1.00 3,750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 5,000 $1.00 3,750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 10,000 7,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Kleinman, Jennifer 1/29/93 1/19/96 A 750 $0.04 750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 10/25/93 1/19/96 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/20/95 1/19/96 B 2,000 $1.00 2,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 9/14/95 1/19/96 B 1,500 $1.00 1,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 A 3,000 $1.00 3,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 8,500 $1.00 8,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 3,200 $1.00 3,200 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 4,000 $1.00 3,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 23,950 22,950 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Litster, Andre N. 1/19/96 1/19/96 B 500 $1.00 500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 10,000 $1.00 10,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 2,500 $1.00 2,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 1,000 $1.00 750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 14,000 13,750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Oldham, June Ann 2/20/95 1/19/96 B 500 $1.00 500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 9/14/95 1/19/96 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 B 1,000 $1.00 1,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 12,000 $1.00 12,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 2,500 $1.00 2,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 2,500 $1.00 1,875 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 19,500 18,875 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Peressini, Bob 9/14/95 1/19/96 B 3,500 $1.00 3,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 B 2,000 $1.00 2,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 2,000 $1.00 2,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 5,500 $1.00 5,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 5,000 $1.00 3,750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 18,000 16,750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Wagnon, Jay 1/20/98 B 1,000 $1.00 750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 1,000 750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- White, Larry 2/20/95 1/19/96 B 2,000 $1.00 2,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 9/14/95 1/19/96 B 3,500 $1.00 3,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 B 5,000 $1.00 5,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 10,000 $1.00 10,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 2,500 $1.00 2,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 1,000 $1.00 750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 24,000 23,750 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Wiggins, Jill 2/20/95 1/19/96 B 2,000 $1.00 2,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 9/14/95 1/19/96 B 2,500 $1.00 2,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/19/96 1/19/96 B 5,000 $1.00 5,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 6/14/96 B 2,500 $1.00 2,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 2/17/97 B 1,500 $1.00 1,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- 1/20/98 B 4,000 $1.00 3,000 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Total for Option Holder 17,500 16,500 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- ----------- Totals 443,325 428,107 - ------------------------------------ --------------- ------------- ------------ ---------- ----------- -----------
2. Stock Pledge and Security Agreement Pursuant to a Stock Pledge and Security Agreement between Cooper Capital, LLC and Riverview Financial Corp., dated effective January 1, 2001, and acknowledged and joindered by Park City Group, Park City Group may be required, under certain circumstances, to deliver to Cooper Capital, LLC stock certificates representing shares of stock of Park City Group in addition to those already delivered by Riverview to Cooper Capital pursuant to the Pledge Agreement. A copy of this agreement has been provided to AmeriNet. 3. Obligation to Issue Stock to Wm. Dunlavy. William Dunlavy, an employee of Fresh Market Manager, LLC, has indicated that he may be entitled to certain interests in Fresh Market Manager in connection with that certain Employment Agreement between Mr. Dunlavy and Fresh Market Manager, dated as of July 1, 1999 (a copy of which has been provided to AmeriNet). Although Park City Group disagrees that Mr. Dunlavy is entitled to any interests in Fresh Market Manager, Park City Group may issue shares of its common stock to Mr. Dunlavy in exchange for any interests Mr. Dunlavy may have in Fresh Market Manager. 4. Obligation to Issue Preferred Stock upon Conversion of Indebtedness to Riverview Financial Corp. See Exhibit 3.1.D(5), (7) and (8). 5. Convertible Series A Preferred Stock. Pursuant to a Certificate of Designation of Preferences of Series A Convertible Preferred Stock of Park City Group, Inc., Park City Group is obligated to reserve a certain number of shares of Series A Preferred Stock, as well as a sufficient number of shares of Park City Group Common Stock issuable upon conversion of the Series A Convertible Preferred Stock. Pursuant to the Certificate of Designation, Park City Group is obligated to convert outstanding shares of Series A Convertible Preferred Stock into common stock of Park City Group, at the option of the holders of such Series A Convertible Preferred Stock. EXHIBIT 3.1.D ACCEPTABLE LIABILITIES AND PERMITTED ENCUMBRANCES 1. Services Owed - ------------------------------------------------------- --------------------- CUSTOMER AMOUNT - ------------------------------------------------------- --------------------- 3COM $250,000.00 AHOLD $18,863.48 BATH & BODY WORKS $51,866.38 BIG DOG SPORTS WEAR $11,285.31 BISCUITVILLE $8,532.61 BOOTS $124,241.25 BUSCH ENTERTAINMENT $55,533.33 CRATE & BARREL (EURO-MARKET) $583.33 FOOT ACTION USA $4,684.25 HOLIDAY COMPANY $300.00 HOME DEPOT $27,837.83 MARTIN & BAILY $8,435.00 MURRAY'S DISCOUNT AUTO $10,565.63 PACIFIC SUNWEAR $12,749.82 PEACOCK $50,967.15 PIGGLY WIGGLY $26,661.51 SHEETZ INC. $70,698.58 UNIVERSAL STUDIOS $5,195.31 VICTORIA SECRET $5,236.32 WAWA $103,349.33 WILLIAM SONOMA $6,325.24 TOTAL $853,911.66 ----------- 2. Accounts Payable - ------------------------------------------------------- ---------------------- VENDOR AMOUNT - ------------------------------------------------------- ---------------------- AFCO $8,101.92 AMERICAN EXPRESS $37,660.98 ANDERSON LUMBER $23.94 AT&T METROCALL $21.29 AVATAR MOVING SYSTEMS $335.50 CHUCK ROE $519.21 SAVAS GREEN & COMP. $26,404.82 UNICYN FUNDING GROUP $317.54 DFS ACCEPTANCE $125.45 HELLO DIRECT $361.98 FENWICK & WEST $3,035.62 FEDERAL EXPRESS $535.84 FIRST EQUIPMENT COMP. $554.48 RANDY FIELDS $3,011.65 FLUID TECHNOLOGY INC. $79.69 FORBES MAGAZINE $119.89 GREAT AMERICAN LEASING $186.67 HARTZOG CONGER & CASON $8,971.67 JONES, WALDO, HOLBROOK $55.50 MAXIM GROUP $4,000.00 THE MAIL MUCKERS $98.44 MADSON & METCALF $5,538.04 QUESTAR $148.36 NEWSPAPER AGENCY CORP. $478.80 NETWORKWISE, INC. $135.00 PARK RECORD $32.00 PLATINUM SOFTWARE $748.07 QUEST SOFTWARE $175.00 SNELL & WILMER $2,185.10 SPAN SYSTEMS $35,200.00 SUMMIT SELF-STORAGE $440.00 SWIRE COCA-COLA, USA $134.32 TEL AMERICA 1,955.70 QWEST $3,797.41 PARK CITY MAIN STREET MALL $11,717.58 WAXIE SANITARY SUPPLY $121.08 WINN DIXIE $200.00 TOTAL $157,528.54 ------------ 3. $150,000 Bank One Grid Promissory Note, issued by Park City Group November 17, 2000, to be repaid at an annual interest rate of 1% above the Prime Rate, as announced by Bank One. Interest shall be paid monthly, with all outstanding principal and accrued interest due and payable on November 17, 2001. This Note is secured by all of Park City Group's accounts with Bank One. 4. $2,750,000 Cooper Capital, L.L.C. Promissory Note, issued by Park City Group April 5, 2001 and effective January 1, 2001 (in conjunction with the Master Agreement described on Exhibit 3.1.F), to be repaid at an annual interest rate of 10% per annum. Interest is payable monthly. $1 million in principal is due December 20, 2001; $500,000 in principal is due June 20, 2002; the outstanding balance of principal and accrued interest is due December 20, 2002. 5. $1,110,713.88 Riverview Financial Corp. Promissory Note, issued by Park City Group on April 5, 2001 in favor of Riverview Financial Corp., to be repaid at an annual interest rate of 10%. Principal and accrued interest are due and payable in full on December 31, 2002. Riverview Financial Corp. has the right to convert this note into Park City Group preferred stock at any time. 6. $250,000 Bank One Promissory Note, representing a revolving line of credit, originally issued by Fresh Market Manager, LLC, a subsidiary of Park City Group, in favor of Bank One, Utah, N.A., on April 10, 2001, to be repaid at a variable interest rate, with outstanding principal and accrued interest due and payable on March 10, 2002. Interest is payable monthly. This obligation, originally guaranteed by Park City Group, has been assumed by Park City Group on behalf of Fresh Market Manager. 7. $1,675,000 Riverview Financial Corp. Promissory Note, issued by Park City Group on January 1, 2000 in favor of Riverview Financial Corp., to be repaid at an annual interest rate of 8%. Principal and accrued interest are due and payable in full on December 31, 2002. Riverview Financial Corp. has the right to convert this note into Park City Group preferred stock at any time. 8. $475,000 Riverview Financial Corp. Promissory Note, issued by Park City Group on January 1, 2000 in favor of Riverview Financial Corp., to be repaid at an annual interest rate of 8%. Principal and accrued interest are due and payable in full on December 31, 2002. Riverview Financial Corp. has the right to convert this note into Park City Group preferred stock at any time. 9. $250,000 3COM Note, issued by Park City Group on or around May 18, 1998, pursuant to which note Park City Group is obligated to provide to 3COM Corporation certain services valued at approximately $250,000 in exchange for services provided to Park City Group by 3COM, pursuant to a Partnering Agreement between Park City Group and 3COM, dated May 18, 1998. Because 3COM has failed to satisfy its obligations to Park City Group under the Partnering Agreement, Park City Group does not believe that it is, or will become, obligated to provide these services or repay the note; however, this position has not been confirmed in writing. 10. UCC Liens - ---------------- ------------------ --------------- --------------------------- ------------------------ ----------------------- RECORD NUMBER EXPIRATION DATE FILING DATE SECURED PARTY COLLATERAL CURRENT STATUS - ---------------- ------------------ --------------- --------------------------- ------------------------ ----------------------- 00674402 03/27/2005 03/27/2000 Bank One Commercial Loan All Securities, Obligation Outstanding Commodity Contracts, Financial Assets - ---------------- ------------------ --------------- --------------------------- ------------------------ ----------------------- 95461979 11/22/2005 11/22/1995 Silicon Valley Bank All Goods, Equipment, Obligation Assigned Inventory and C/R to Riverview Financial Corp. - ---------------- ------------------ --------------- --------------------------- ------------------------ ----------------------- 96512594 03/20/2001 03/20/1996 AT&T Capital Leasing Equipment/Lease Obligation Satisfied #00522104 - ---------------- ------------------ --------------- --------------------------- ------------------------ ----------------------- 96531651 08/13/2001 08/13/1996 Sanwa Leasing Corporation 5 Dim Pentium Computers Obligation Satisfied - ---------------- ------------------ --------------- --------------------------- ------------------------ ----------------------- 97554728 02/18/2002 02/18/1997 Leasetec Corporation Electronic Data Obligation Satisfied Processing Equipment - ---------------- ------------------ --------------- --------------------------- ------------------------ ----------------------- 97555594 02/24/2002 02/24/1997 First Equipment Equipment Listed Obligation Satisfied Company/Trans-america Business Credit - ---------------- ------------------ --------------- --------------------------- ------------------------ -----------------------
11. See Exhibit 3.1.M, Note 11, "Commitments and Contingencies." 12. See Exhibit 3.1.B.4(2), "Stock Pledge and Security Agreement." 13. See Exhibit 3.1.E, "Tax Obligations and Liens." 3.1.E TAX OBLIGATIONS AND LIENS 1. Unpaid Federal, State, Local and Foreign Taxes a. California Corporate Franchise Tax. Riverview Financial Corp., a significant shareholder of Park City Group, is currently in the process of paying its State of California annual franchise taxes outstanding for 1999 for Riverview Financial Corp., Park City Group and other subsidiaries of Riverview which are qualified to do business in California. b. Outstanding Federal Tax Obligations. For estimated federal income tax obligations owed by Park City Group for 1999 and 2000, see Exhibit 3.1.M, Note 2, "Income Taxes." Park City Group has not yet filed 2000 federal income tax returns. Park City Group may file amended federal income tax returns for 1999. 2. Consolidated Tax Returns, State and Federal Park City Group files a consolidated federal tax return with Riverview Financial Corp. and the following subsidiaries of Riverview: MF Holdings, Inc., LPB Holdings, Inc., La Petite Boulangerie, Inc., Fields Aviation, Inc., Fields Petroleum, Inc., and FSG Holdings, Inc. In addition, Park City Group filed consolidated income tax returns in the following states for 1999 with Riverview Financial Corp., MF Holdings, Inc., LPB Holdings, Inc., La Petite Boulgerie, Inc., Fields Aviation, Inc., Fields Petroleum, Inc. and FSG Holdings, Inc.: Arizona, California, Florida, Georgia, Illinois, Kentucky, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia, and Wisconsin. In 1998, Park City Group filed consolidated state income tax returns in the following states with the same entities listed in the previous sentence: Arizona, California, Florida, Georgia, Illinois, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Texas, Utah, Virginia, and Wisconsin. 3. Tax Indemnity, Sharing or Allocation Agreements Tax Allocation and Indemnification Agreement. Park City Group is a party to a Tax Allocation and Indemnification Agreement, dated March 5, 1993, originally by and between Riverview Financial Corporation, Mrs. Fields Inc. and MF Holdings, Inc., a copy of which has been provided to AmeriNet. 4. Tax-Related Security Interests None EXHIBIT 3.1.F PARK CITY GROUP SUBSIDIARIES, AFFILIATES AND INTERESTS IN OTHER ENTITIES 1. Fresh Market Manager. Fresh Market Manager, LLC, a Utah limited liability company, is a wholly-owned subsidiary of Park City Group, subject to the potential interest of Will Dunlavy in Fresh Market Manager, as described in Exhibit 3.1.B.4(3). a. Acquisition of Cooper Capital's Membership Interests in Fresh Market Manager, LLC. Master Agreement; Assignment and Assumption of Membership Interests. Pursuant to a Master Agreement between Cooper Capital, LLC, Fresh Market Manager, LLC, Riverview Financial Corp., Park City Group, and Randall K. Fields, dated effective January 1, 2001 (the "Master Agreement," a copy of which has been provided to AmeriNet), as well as an Assignment and Assumption of Membership Interest between Cooper Capital, LLC, Fresh Market Manager, LLC, Park City Group and Randall K. Fields, dated effective January 1, 2000 (the "Cooper Assignment," a copy of which has been provided to AmeriNet), Park City Group acquired all of Cooper Capital's 50% interest in Fresh Market Manager, LLC. The Master Agreement includes certain business covenants and obligations of Park City Group and Fresh Market Manager, such as covenants related to the operation of the respective companies' business, executive compensation, related party transactions, stock dividends and distributions, liens and indebtedness, as well as other covenants. Pursuant to the Cooper Assignment, Park City Group and Fresh Market Manager are subject to certain business covenants and obligations, similar to those included in the Master Agreement. Cooper Capital Note. Park City Group acquired Cooper Capital's 50% interest in Fresh Market Manager, LLC in exchange for $1,110,713.88 in cash loaned to Park City Group by Riverview Financial Corp. and transferred to Cooper Capital (see Exhibit 3.1.D (5)) and a Secured Promissory Note issued by Park City Group to Cooper Capital in the principal amount of $2,750,000, (See Exhibit 3.1.D (4).) (The "Cooper Capital Note"). As security for the Cooper Capital Note, Park City Group has pledged all of the membership interests in Fresh Market Manager, LLC to Cooper Capital, pursuant to a Membership Interest Pledge and Security Agreement between Cooper Capital and Park City Group and dated effective January 1, 2001, a copy of which has been provided to AmeriNet. Pursuant to the Membership Interest Pledge and Security Agreement, Park City Group and Fresh Market Manager are subject to certain business covenants and obligations, similar to those included in the Master Agreement. Stock Pledge and Security Agreement. As additional security for the Cooper Capital Note, Riverview Financial Corp. pledged certain of its shares of Park City Group to Cooper Capital, LLC pursuant to a Stock Pledge and Security Agreement (the "Stock Pledge Agreement") between Cooper Capital, LLC and Riverview Financial Corp. to which agreement Park City Group executed a Joinder Acknowledgement and Agreement, also dated effective January 1, 2001, copies of which agreements have been provided AmeriNet. Pursuant to a Stock Pledge Agreement, Park City Group may be required, under certain circumstances, to deliver to Cooper Capital, LLC stock certificates representing shares of stock of Park City Group in addition to those already delivered by Riverview to Cooper Capital pursuant to the Pledge Agreement. In addition, pursuant to the Stock Pledge Agreement, Riverview and Park City Group are subject to certain business covenants and obligations, similar to those included in the Master Agreement. Guaranty. As additional security for the Cooper Capital Note, Fresh Market Manager, Riverview, Randall K. Fields and William D. Dunlavy (each, a "Guarantor," and collectively the "Guarantors") entered a Guaranty Agreement, dated as of January 1, 2001 (the "Guaranty"), pursuant to which the Guarantors, jointly and severally, guaranteed the satisfaction of all Park City Group's obligations under the Cooper Capital Note. Pursuant to the Guaranty, any debt or obligation owed by Park City Group to a Guarantor is subordinated to the obligations of Park City Group to Cooper Capital under the Cooper Capital Note, with the exception of a working capital revolver for ordinary business purposes of up to $1,000,000 provided Park City Group by Riverview or Mr. Fields, as long as no event of default under the Cooper Capital Note exists. Under the Guaranty, the Guarantors are subject to certain business covenants and obligations similar to those included in the Master Agreement. The Guaranty is secured by much of the same assets which collateralize the Cooper Capital Note and other obligations of Park City Group to Cooper Capital. A copy of the Guaranty has been provided to AmeriNet. b. Acquisition of Randall K. Field's Membership Interests in Fresh Market Manager, LLC. Randall K. Fields transferred his entire 50% membership interest in Fresh Market Manager to Riverview Financial Corp. pursuant to an Assignment and Assumption of Membership Interest between Randall K. Fields, Riverview Financial Corp. and Park City Group, dated April 5, 2001. A copy of this Agreement has been provided to AmeriNet. Pursuant to an Assignment and Assumption of Membership Interest between Riverview Financial Corp. and Park City Group, also dated April 5, 2001 (a copy of which has been provided to AmeriNet), Park City Group then acquired all of Riverview's 50% interest in Fresh Market Manager, LLC, making Park City Group the sole member of Fresh Market Manager. 2. Other Park City Group Affiliates. Park City Group is a subsidiary of Riverview Financial Corp., a California corporation, and is affiliated with several subsidiaries of Riverview, including LPB Holdings, Inc., MF Holdings, Inc., La Petite Boulangerie, Inc., Fields Aviation, Inc., Fields Petroleum, Inc. and FSG Holdings, Inc. EXHIBIT 3.1.G.5 EMPLOYEE BENEFITS 1. Benefit Plans. The following benefits are provided to employees of Park City Group who are regular full-time employees working thirty or more hours per week and who have been employed by Park City Group for at least one month: - ------------------------------------------------ ---------------------- Benefit Provider - ------------------------------------------------ ---------------------- Medical Insurance United Health Care* Dental Insurance The Principal Financial Group Voluntary Life Insurance UNUM Life Insurance Prudential Long Term Disability Insurance Prudential 401(k) Retirement Savings Plan The Principal Financial Group * It is anticipated that in June 2001 Park City Group's medical insurance provider will change to Blue Cross and Blue Shield of Utah. EXHIBIT 3.1.H.2 MATERIAL CONTRACTS 1. Park City Group has executed agreements with the following customers, which agreements are currently in effect and copies of which have been made available to AmeriNet. AHOLD Bath & Body Works Big Dog Sports Wear Bi-Lo Chevron Products Company G & G Oil Haggar Clothing Holiday Company Home Depot Limited, Inc. Pacific Sunwear Piggly Wiggly The Right Start Victoria Secret WAWA William Sonoma Winn-Dixie 2. Overhead Sharing and Referral Agreement. Park City Group is a party to an Overhead Sharing and Referral Agreement with its subsidiary Fresh Market Manager, LLC, dated May 7, 1999, a copy of which has been provided to AmeriNet. See Exhibit 3.1.M, Note 9(a), and Exhibit 3.1.O(2). 3. Acquisition of Fresh Market Manager See Exhibit 3.1.F and agreements described therein. 4. Employee Compensation and Benefit Plans a. See Exhibit 3.1.G.5. b. Randall K. Fields Employment Agreement. Park City Group currently has an employment agreement with its president and chief executive officer, Randall K. Fields, dated effective January 1, 2001. The term of this agreement is five years, with automatic one-year renewals. Mr. Fields' Employment Agreement is not terminable on thirty days' notice. Mr. Fields' Employment Agreement provides for (1) an annual base salary of $350,000, subject to annual cost of living increases of 5%; (2) use of a company vehicle; (3) a term life insurance policy for at least $10,000,000 with the beneficiary determined at his sole discretion; and (4) employee benefits provided to Park City Group employees generally, among other benefits. Pursuant to the agreement, Mr. Fields is entitled to a bonus of 5% of the consolidated and/or combined annual profits before income taxes, interest, depreciation and amortization of Park City Group and its affiliates and subsidiaries beginning the year ended December 31, 2001. Mr. Fields is also entitled to an additional bonus equal to 5% of the consideration paid for any business acquired by Park City Group during the term of the Employment Agreement. The agreement provides that the Company may terminate Mr. Fields' employment only for cause. Mr. Fields may elect to terminate his employment in the event of a change in control. If Mr. Fields' employment is terminated following a change in control of Park City Group, Mr. Fields will receive as severance the balance of his compensation through the end of the then current term of the agreement at the rate that would have been in effect in the fifth year of the agreement as if it were the current rate of compensation. In addition, he will receive the previously described annual 5% bonus equal to the bonus for the immediately preceding year for the remaining term of the agreement. If Mr. Fields terminates his employment for good cause consisting of Park City Group's material breach of the Employment Agreement, he will receive severance and bonus compensation as previously described in the event of a change in control. During the term of his employment as chairman of Park City Group, Mr. Fields will be elected to the position of director, pursuant to this Agreement. A copy of this Agreement has been provided to AmeriNet. c. William D. Dunlavy Employment Agreement. Fresh Market Manager, LLC, a subsidiary of Park City Group, currently has an employment agreement with its executive vice president and chief operating officer, William D. Dunlavy, dated effective July 1, 1999. The term of this agreement is one year, with automatic one-year renewals. Mr. Dunlavy's employment agreement provides for an initial annual base salary of $115,000. On a quarterly basis, Mr. Dunlavy is entitled to receive a cash bonus equal to 1% of the revenues collected by Fresh Market Manger and generated by certain licenses or similar fees. Mr. Dunlavy is entitled to an annual cash bonus equal to 1% of Fresh Market Manager's "recurring revenues" collected by Fresh Market Manager, subject to certain adjustments. In addition, following each of the first five full years that Mr. Dunlavy is an employee, he is entitled to a 1% unvested interest in the ownership units of Fresh Market Manager, which interests vest on the earlier of the fourth anniversary of their issuance or the occurrence of certain events. These unvested interests are subject to forfeiture upon termination of Mr. Dunlavy's employment, and are subject to various transfer restrictions, including a right of first refusal in Fresh Market Manager. Mr. Dunlavy is entitled to those employee benefits provided to employees of Fresh Market Manger generally. Either Fresh Market Manager or Mr. Dunlavy may terminate the employment agreement, with or without cause, upon thirty days' notice. d. Contingent Bonus for N. Krishnan. On March 27, 2001, Park City Group agreed to pay to Narayan Krishnan, Secretary and Chief Financial Officer of Park City Group, a bonus of $15,000 upon (1) successful completion of Park City Group's 1998, 1999 and 2000 audits and (2) consummation of the transaction contemplated by the Reorganization Agreement. e. Charles D. Roe Consulting Agreement. On March 28, 2001, Park City Group entered a consulting agreement with Mr. Roe, which agreement will expire of its own terms on May 31, 2001, a copy of which agreement has been provided to AmeriNet. 5. Personal Property Leases a. First Equipment Company Lease. Pursuant to Master Lease Number E12379 between First Equipment Company Lease and Park City Group, dated December 1, 1994, Park City Group leases equipment used by Park City Group in its business operations. Monthly lease payments are approximately $502. This lease will expire on February 1, 2003. b. Dell Financial Services Lease. Pursuant to Lease No. 001758769-001 between Dell Financial Services and Park City Group, dated April 28, 1998, Park City Group leases certain computer hardware. Monthly lease payments are approximately $115. This lease will expire on April 28, 2001. c. National Lan Exchange Lease. Pursuant to a lease agreement between Park City Group and National Lan Exchange/Commercial Capital Corporation, Park City Group leases certain equipment and software. Monthly lease payments are approximately $300. This lease will expire on approximately November 20, 2001. d. Great America Lease. Pursuant to a Lease Agreement dated December 1, 2000 between Park City Group and Great America Leasing Corporation, Park City Group leases copy machines. Monthly lease payments are approximately $165. This lease will expire on December 12, 2003. Copiers For Less also provides service and maintenance for these copiers, the cost of which is included in the Lease Agreement with Great America Lease for the first year of the Lease Agreement. 6. Indemnification or Guarantee Agreements Out of Ordinary Course a. Pursuant to the Master Agreement, (see Exhibit 3.1.F), Park City Group has agreed to indemnify Cooper Capital, LLC under certain circumstances. b. Pursuant to the First Amended and Restated Operating Agreement of Fresh Market Manager, LLC, dated April 5, 2001, Fresh Market Manager is obligated to indemnify the manager of Fresh Market Manager under certain circumstances. c. Park City Group is in the process of executing indemnification agreements with most of its officers and directors. d. Many licensing agreements to which Park City Group is a party (all of which have been made available to counsel to AmeriNet) include standard intellectual property indemnification provisions. 7. Agreements for Disposition or Acquisition of Assets Not in Ordinary Course, or for Interest in Business Entity See Exhibit 3.1.F. 8. Agreements Related to Borrowing of Money or Extension of Credit, including Guaranties a. See Exhibit 3.1.D(3)-(8) "Acceptable Liabilities and Permitted Encumbrances." b. See Exhibit 3.1.D(9) "UCC Liens." 9. Distribution, Joint Marketing or Development Agreements See Exhibit 3.1.O(2). 10. Potential Default See Exhibit 3.1.M (Financial Statements, Note 4, "Note Payable"). 11. Other Material Agreements a. Stock Option Plans and Agreements. See Exhibit 3.1.B.4(1), "Outstanding Options to Purchase Park City Group Common Stock." b. Note Conversion Agreement, dated June 8, 2001, between Park City Group and Riverview Financial Corp. EXHIBIT 3.1.I.2 EXISTING INSURANCE POLICIES 1. Insurance Policies. The following table sets forth all Park City Group insurance policies in effect. - --------------------------------- -------------------------------------- ---------------- -------------- ------------- Insurance Type Carrier Policy # Premium Term - --------------------------------- -------------------------------------- ---------------- -------------- ------------- Homeowners Pacific Indemnity 11525316-02 $1,854 5-14-00/01 Automobile Federal Insurance Co. 11506206-03 $4,919 5-14-00/01 Excess Federal Insurance Co. 11506206-04 $876 5-14-00/01 Commercial Package Federal Insurance Co. 3531-99-25 $11,461 8-15-00/01 Automobile Federal Insurance Co. 7320-68-94 $473 8-15-00/01 Foreign Great Northern Ins. Co. 3535-62-85 $2,660 8-15-00/01 Workers Compensation W/C Fund of Utah 1926787 $3,408 8-15-00/01 Workers Compensation Legion Insurance Co. WC61213397 $403 8-15-00/01 Excess Liability Federal Insurance Co. 7972-18-15 $6,236 8-15-00/01 Directors & Officers Liability National Union 473-82-51 $20,000 11-1-00/01 Fiduciary Liability National Union 473-82-68 $1,500 11-1-00/01
2. Claims made under any Park City Group insurance policy None EXHIBIT 3.1.J INTELLECTUAL PROPERTY The following describe Intellectual Property either owned or controlled by Park City Group: 1. U.S. Patents held of record by Park City Group - -------------------------------------------------- ------------------- ----------------------------------------------- Patent Title U.S. Patent No. Status and Remarks - -------------------------------------------------- ------------------- ----------------------------------------------- System and method for creating, processing, and 5,410,646 Issued 25 April 1995; Park City Group, Inc. storing forms electronically listed as Assignee - -------------------------------------------------- ------------------- ----------------------------------------------- Agent-based multithreading application 5,421,013 Issued 30 May 1995; Park City Group, Inc. programming interface listed as Assignee - -------------------------------------------------- ------------------- ----------------------------------------------- Business demand projection system and method 5,459,656 Issued 17 Oct. 1995; Park City Group, Inc. listed as Assignee - -------------------------------------------------- ------------------- ----------------------------------------------- Data management using nested records and code 5,634,123 Issued 27 May 1997; Park City Group, Inc. points listed as Assignee - -------------------------------------------------- ------------------- ----------------------------------------------- Automated post office based rule analysis of 6,073,142 Issued 6 June 2000; Park City Group listed as e-mail messages, etc. Assignee - -------------------------------------------------- ------------------- ----------------------------------------------- System and Method for Estimating Business Demand 5,712,985 Continuation of Patent No. 5,459,656 Based on Business Influences - -------------------------------------------------- ------------------- ----------------------------------------------- 2. U. S. Patents held of record by Mrs. Fields Software Group, Inc. - -------------------------------------------------- ------------------- ----------------------------------------------- Patent Title U.S. Patent No. Status and Remarks - -------------------------------------------------- ------------------- ----------------------------------------------- * Product demand system and method 5,299,115 Issued 29 March 1994; Mrs. Fields Software Group Inc. listed as Assignee. - -------------------------------------------------- ------------------- ----------------------------------------------- 3. U.S. Patents held of record by Mrs. Fields, Inc. - -------------------------------------------------- ------------------- ----------------------------------------------- Patent Title U.S. Patent No. Status and Remarks - -------------------------------------------------- ------------------- ----------------------------------------------- * System and Method for Making Staff Schedules, 5,111,391 Issued 5 May 1992, Mrs. Fields, Inc. listed Etc. as Assignee. - -------------------------------------------------- ------------------- -----------------------------------------------
* Assigned by Mrs. Fields, Inc. to MFI Software Inc. (formerly Fields Software Group, Inc.) pursuant to an Exchange Agreement, dated April 30, 1990. Assigned by MFI Software, Inc. to Park City Group pursuant to a Master Agreement, dated January 1, 1994, between Mrs. Fields, Inc., MFI Software, Inc. and Park City Group (the "Master Agreement"), and a Patent Assignment executed by MFI Software, Inc. of even date therewith. 4. Pursuant to the Master Agreement, MFI Software assigned to Park City Group a patent application entitled "Method of Operating Database Utility," (Case No. 354). The current status of this patent is unverified. 5. U.S. Trademarks held of record by Park City Group - ---------------------------------------- -------------------------------------- -------------------------------------- Mark U.S. Reg. No. or App. Serial No. Status and Remarks - ---------------------------------------- -------------------------------------- -------------------------------------- ACTION GATEKEEPER Reg. No. 2,247,985 Registered. - ---------------------------------------- -------------------------------------- -------------------------------------- ACTIONBOARD Reg. No. 2,030,761 Registered. - ---------------------------------------- -------------------------------------- -------------------------------------- PARK CITY GROUP Reg. No. 2,012,174 Registered. - ---------------------------------------- -------------------------------------- -------------------------------------- PARK CITY GROUP Reg. No. 1,996,245 Registered. - ---------------------------------------- -------------------------------------- -------------------------------------- PAPER MANAGEMENT Reg. No. 1,952,025 Registered. - ---------------------------------------- -------------------------------------- -------------------------------------- PAPERLESS MANAGEMENT Reg. No. 1,941,453 Registered. - ---------------------------------------- -------------------------------------- -------------------------------------- 6. U.S. Trademarks held of record by MFI Software, Inc. - ---------------------------------------- -------------------------------------- -------------------------------------- Mark U.S. Reg. No. Status and Remarks - ---------------------------------------- -------------------------------------- -------------------------------------- ** ROI Reg. No. 1,550,023 registered 1 Aug. Registered and incontestable; Mrs. 1989 Fields Inc. appears to have been original Applicant; TESS record indicates later change of owner name to MFI Software Inc. - ---------------------------------------- -------------------------------------- -------------------------------------- ** FORMMAIL Reg. No. 1,550,022 registered 1 Aug. Registered and incontestable; Mrs. 1989 Fields Inc. appears to have been original Applicant; TESS record indicates later change of owner name to MFI Software Inc. - ---------------------------------------- -------------------------------------- --------------------------------------
** Assigned by MFI Software, Inc. to Park City Group pursuant to the Master Agreement, and a Trademark Assignment executed by MFI Software, Inc. of even date therewith (the "Trademark Assignment"). 7. Pursuant to the Master Agreement and the Trademark Assignment , MFI Software, Inc. assigned to Park City Group the pending overseas trademark applications set forth in the table below. The current status of these applications is unverified. - --------------- ------------------------ -------------------------------------------- -------------------------------- Mark Country Application Date Application Number - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Greece 10-31-90 101,401 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Italy 09-18-90 23623-C/90 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Japan 09-28-90 109,647/1990 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Spain 09-07-90 1,587,404 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Sweden 09-05-90 90/08078 - --------------- ------------------------ -------------------------------------------- -------------------------------- 8. Pursuant to the Master Agreement and the Trademark Assignment, MFI Software, Inc. assigned to Park City Group the overseas trademark registrations set forth in the table below. The current status of these trademarks is unverified. - --------------- ------------------------ -------------------------------------------- -------------------------------- Mark Country Registration Date Registration Number - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Austria 12-10-09 133,878 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Benelux 08-31-90 487,100 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Canada 03-15-91 381,510 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Denmark 02-28-92 01.007 1992 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI France 01-26-89 1,510,977 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Germany 11-26-91 1,182,506 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Mexico 09-06-90 405,816 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI Switzerland 12-05-91 387178 - --------------- ------------------------ -------------------------------------------- -------------------------------- ROI United Kingdom 12-19-88 B 1,371,198 - --------------- ------------------------ -------------------------------------------- --------------------------------
9. U.S. Copyrights held of record by Park City Group, Inc. - ----------------------- -------------------------------------------------------------------------- ------------------- Number Title Date Registered - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-817-835 PaperLess Management : installation guide, release 3.0 16 May 94 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-829-211 Messaging plus, release 3.0. 9 May 94 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-829-214 Flash viewer, release 3.0. 9 May 94 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-829-215 PaperLess Management technical reference guide, release 3.0. 9 May 94 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-829-216 FormMail, release 3.0. 9 May 94 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-829-217 PaperLess foundation, release 3.0. 9 May 94 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-829-264 Cash sheet & sales reporting, release 3.0. 9 May 94 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-829-328 PaperLess Management on-line manuals, release 3.0. 9 May 94 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-829-331 PaperLess Management network communications, release 3.0. 9 May 94 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-829-332 PaperLess Management skills appraisal, release 3.0. 9 May 94 - ----------------------- -------------------------------------------------------------------------- -------------------
10. U.S. Copyrights held of record by Fields Software Group, Inc. - ----------------------- -------------------------------------------------------------------------- ------------------- Number Title Date Registered - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-243-267 Retail operations intelligence PC/flash report. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-243-268 Retail operations intelligence PC/computer aided instruction. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-249-381 ROI host reference manual 2.12 : v. 1-3. 18 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-249-488*** Retail operations intelligence host/quality, service and cleanliness 7 Feb. 92 version 2.0. - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-249-489*** Retail operations intelligence PC/inventory, management & analysis 7 Feb. 92 version 2.0. - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-249-490*** Retail operations intelligence host/recurring expenses version 2.0. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-252-263*** Retail operations intelligence PC/utilities. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-252-264*** Retail operations intelligence PC/time collection. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-252-265*** Retail operations intelligence PC/interviewing. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-255-455*** Retail operations intelligence host/repair & maintenance. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-255-456 Retail operations intelligence PC/on line manuals. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-255-457 Retail operations intelligence PC/P & L user's model. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-255-458*** Retail operations intelligence host/inventory management & analysis. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-255-459*** Retail operations intelligence host/cash & sales reporting. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-255-460*** Retail operations intelligence host/lease abstract. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-255-461*** Retail operations intelligence PC/skill testing. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-255-462*** Retail operations intelligence PC/cash & sales reporting. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-255-463*** Retail operations intelligence PC/production planner. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-260-713*** Retail operations intelligence PC/labor scheduler, version 2.0. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-260-715 ROI PC reference manual, version 2.0. 14 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-261-734 ROI host technical reference manual. 14 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-263-552 ROI PC technical reference manual. 14 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-267-720 ROI concepts training manual, version 2.0. 14 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-281-929*** Retail operations intelligence PC/formmail/messaging. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- ------------------- TX-3-335-622 Retail operations intelligence PC/sales forecasting. 7 Feb. 92 - ----------------------- -------------------------------------------------------------------------- -------------------
*** Assigned by MFI Software, Inc. (formerly Fields Software Group, Inc.) to Park City Group pursuant to the Master Agreement, and a Copyright Assignment executed by MFI Software, Inc. of even date therewith (the "Copyright Assignment"). 11. Pursuant to the Master Agreement and the Copyright Assignment, MFI Software, Inc. also assigned to Park City Group the U.S. copyrights described in the table below. The current status of these copyrights is unverified. - ----------------------- -------------------------------------------------------------------------- ------------------- Number Title Date Registered - ----------------------- -------------------------------------------------------------------------- ------------------- TX 2-472-572 Retail Operations Intelligence 22 Nov. 88 - ----------------------- -------------------------------------------------------------------------- ------------------- TX 3-079-119 Retail Operations Intelligence PC/Messaging Version 1.0 26 Dec. 89 - ----------------------- -------------------------------------------------------------------------- -------------------
12. Liens and Encumbrances. Previously, Silicon Valley Bank acquired a security interest in many of the Intellectual Property items owned or controlled by Park City Group. However, the obligation underlying such security interests has been assigned to Riverview Financial Corp. See Exhibit 3.1.D(10) "UCC Liens." EXHIBIT 3.1.J.7 CONFIDENTIALITY AGREEMENTS INVENTION ASSIGNMENT AND PROPRIETARY INFORMATION AGREEMENT In consideration of my employment or continuous employment by Park City Group Inc. (the "Company"), I hereby represent and agree as follows: 1. I understand that the Company is engaged in a continuous program of research, development, production and marketing in connection with its business and that, as an essential part of my employment with the Company, I am expected to make new contributions to and create inventions of value for the Company. 2. I will promptly disclose, subject to the limitations of this paragraph, in confidence to the Company all inventions, improvements, original works of authorship, formulas, processes, computer programs, databases, trade secrets, mechanical and electronic hardware, computer languages, user interfaces, documentation, marketing and new product plans, production processes, advertising, packaging, and marketing techniques, and improvements to anything (hereinafter referred to as "Inventions"), whether or not patentable or copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice or created by me, either alone or jointly with others, during the period of my employment, whether or not in the course of my employment. With respect to those Inventions not owned by the Company in accordance with Paragraph 3 below, such disclosure, shall only be to the extent necessary to satisfy with Company that no conflict with the business of the Company exists or that there has not been a compromise of any Company trade secret. 3. I agree that except with the written consent of the Company signed by an officer of the Company, all Inventions that (a) are developed using equipment, supplies, facilities or trade secrets of the Company, or (b) result from work performed by me for the Company or (c) relate to the business or the actual or anticipated research or development of the Company, or (d) are not developed entirely on my own time, will be the sole and exclusive property of the Company. 4. I agree to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights and other legal protection for the Company's Inventions in any and all countries. I will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights and other legal protection. My obligations under this paragraph will continue beyond the termination of my employment with the Company, provided that the Company will compensate me at a rate agreed to, by me and the Company, after such termination, for time actually spent by me at the Company's request on such assistance. 5. I hereby irrevocably transfer and assign to the Company any and all "Moral Rights" (as defined below) that I may have in or with respect to any Invention. I also hereby forever waive and agree never to assert any and all Moral Rights I may have in or with respect to any Invention, even after termination of my work on behalf of the Company. "Moral Rights" means any rights of paternity or integrity, any right to claim authorship of any Invention, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any Invention, whether or not such would be prejudicial to my honor or reputation, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a "moral right". 6. I understand that my employment by the Company creates a relationship of confidence and trust with respect to any information of a confidential or secret nature that may be disclosed to me by the Company that relates to the business, or products of the Company or to the business of any parent, subsidiary, affiliate, customer or supplier of the Company (hereinafter referred to as "Proprietary Information"). Such Proprietary Information includes but is not limited to Inventions described in Paragraph 3(a), (b), (c) or (d), marketing plans, product plans, business strategies, financial information, forecasts, personnel information and customer lists and any other nonpublic technical or business information which I know or have reason to know the Company would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. 7. At all times, both during my employment and after its termination, I will keep all such Proprietary Information in confidence and trust, and I will not use or disclose any of such Proprietary Information without the written consent of the Company except as may be necessary to perform my duties as an employee of the Company. Upon termination of my employment with the Company, I will promptly deliver to the Company, all documents and materials of any nature pertaining to my work with the Company and I will not take with me any documents or materials or copies thereof containing any Proprietary Information. 8. I represent that my performance of all the terms of this Agreement and my duties as an employee of the Company will not breach any invention assignment or proprietary information agreement with any former employer or other party. I represent that I will not bring with me to the Company or use in the performance of my duties for the Company any documents or materials of a former employer that are not generally available to the public. 9. I agree, that except with the prior written consent of the Company, I will not, during the period of my employment with the Company , directly or indirectly engage in any business which is competitive with that of the Company, its parent, or any of its subsidiary corporations, or accept employment with or render services to a competitor as a director, officer, agent, employee or consultant, or take any action inconsistent with the fiduciary relationship of an employee of his or her employer. 10. I agree that for a period of two (2) years following the termination of my employment with the Company for any reason, I will not, without written consent of the Company and signed by an officer of the Company for any reason directly or indirectly, by any means or device, for myself or on behalf of or in conjunction with any individual, organization, partnership or corporation that has expressed an interest, (including participating in demonstrations or participating in pilot programs), in the company's software products including ActionManager(TM) applications, do any of the following: (a) induce, entice, hire, or attempt to hire or employ any employee of the Company; or (b) compete with the Company in the business of computer software for multi-unit management or solicit any potential software customers of the Company to license or purchase similar software products; or (c) engage in research, development, production, marketing or sale of any computer software designed to manage multi-unit entities that would compete with any ActionManager(TM) product. 11. I hereby authorize the Company to notify others, including but not limited to customers of the Company and my future employers, of the terms of this Agreement and my responsibilities hereunder. 12. I understand that in the event of a breach or threatened breach of this Agreement by me the Company may suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement and shall have the right to recover the Company's reasonable attorney's fees and court costs expended in connection with any litigation instituted to enforce this agreement. In the event it is determined that no such irreparable harm existed, the Company will pay my fees and costs expended in defending such an action. I expressly agree that any terms of my covenants not to compete contained in this Agreement which might be held unreasonable by a court of competent jurisdiction may be reformed or modified by such court to make the restriction of such covenants reasonable under the circumstances. 13. I understand that this Agreement does not constitute a contract of employment or obligate the Company to employ me for any stated period of time. I understand that my employment with the Company is at will and may be terminated by the Company at any time and for any reason, with or without cause. 14. This Agreement will be of no further force and effect if the Company ceases to market ActionManager(TM) or other subsequently developed products. IN WITNESS WHEREOF the parties have entered into this Agreement as of the ___ day of ___________ , 19___. Employee Park City Group, Inc. ----------------------------------------------------------------------------- Date Date ----------------------------------------------------------------------------- Signature Signature/Title ----------------------------------------------------------------------------- Print Name Print Name Address: ______________________________ ------------------------------ ------------------------------ INVENTION ASSIGNMENT AND PROPRIETARY INFORMATION AGREEMENT FOR CONSULTANTS In consideration of my being retained as a consultant (either as an independent consultant or through sponsorship by an employment agency) by Park City Group Inc. (the "Company"), I hereby represent and agree as follows: 1. I understand that the Company is engaged in a continuous program of research, development, production and marketing in connection with its business and that, as an essential part of my employment with the Company, I am expected to make new contributions to and create inventions of value for the Company. 2. I will promptly disclose, subject to the limitations of this paragraph, in confidence to the Company all inventions, improvements, original works of authorship, formulas, processes, computer programs, databases, trade secrets, mechanical and electronic hardware, computer languages, user interfaces, documentation, marketing and new product plans, production processes, advertising, packaging, and marketing techniques, and improvements to anything (hereinafter referred to as "Inventions"), whether or not patentable or copyrightable or protectable as trade secrets, that are made or conceived or first reduced to practice or created by me, either alone or jointly with others, during the term of my consultancy, whether or not in the course of my job duties. With respect to those Inventions not owned by the Company in accordance with Paragraph 3 below, such disclosure shall only be to the extent necessary to satisfy the Company that no conflict with the business of the Company exists or that there has not been a compromise of any Company trade secret. 3. I agree that except with the written consent of the Company signed by an officer of the Company, all Inventions that (a) are developed using equipment, supplies, facilities or trade secrets of the Company, or (b) result from work performed by me for the Company or (c) relate to the business or the actual or anticipated research or development of the Company, or (d) are not developed entirely on my own time, will be the sole and exclusive property of the Company. 4. I agree to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights and other legal protection for the Company's Inventions in any and all countries. I will execute any documents that the Company may reasonably request for use in obtaining or enforcing such patents, copyrights and other legal protection. My obligations under this paragraph will continue beyond the termination of my consultancy with the Company, provided that the Company will compensate me at a rate agreed to, by me and the Company, after such termination, for time actually spent by me at the Company's request on such assistance. 5. I hereby irrevocably transfer and assign to the Company any and all "Moral Rights" (as defined below) that I may have in or with respect to any Invention. I also hereby forever waive and agree never to assert any and all Moral Rights I may have in or with respect to any Invention, even after termination of my work on behalf of the Company. "Moral Rights" means any rights of paternity or integrity, any right to claim authorship of any Invention, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to any Invention, whether or not such would be prejudicial to my honor or reputation, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a "moral right". 6. I understand that my consultancy with the Company creates a relationship of confidence and trust with respect to any information of a confidential or secret nature that may be disclosed to me by the Company that relates to the business, or products of the Company or to the business of any parent, subsidiary, affiliate, customer or supplier of the Company (hereinafter referred to as "Proprietary Information"). Such Proprietary Information includes but is not limited to Inventions described in Paragraph 3(a), (b), (c) or (d), marketing plans, product plans, business strategies, financial information, forecasts, personnel information and customer lists and any other nonpublic technical or business information which I know or have reason to know the Company would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity. 7. At all times, both during my consultancy and after its termination, I will keep all such Proprietary Information in confidence and trust, and I will not use or disclose any of such Proprietary Information without the written consent of the Company except as may be necessary to perform my duties as an consultant to the Company. Upon termination of my consultancy with the Company, I will promptly deliver to the Company all documents and materials of any nature pertaining to my work with the Company, and I will not take with me any documents or materials or copies thereof containing any Proprietary Information. 8. I represent that my performance of all the terms of this Agreement and my duties as a consultant to the Company will not breach any invention assignment or proprietary information agreement with any former employer or other party. I represent that I will not bring with me to the Company or use in the performance of my duties for the Company any documents or materials of a former employer that are not generally available to the public. 9. I agree, that except with the prior written consent of the Company, I will not, during the period of my consultancy with the Company, directly or indirectly engage in any business which is competitive with that of the Company, its parent, or any of its subsidiary corporations, or accept employment or other consulting positions with or render services to a competitor as a director, officer, or agent, or take any action inconsistent with the fiduciary relationship of an employee of his or her employer. 10. I agree that for a period of two (2) years following the termination of my consultancy with the Company, I will not, without written consent, signed by an officer of the Company, for any reason directly or indirectly, by any means or device, for myself or on behalf of or in conjunction with any individual, organization, partnership or corporation that has expressed an interest, (including participating in demonstrations or participating in pilot programs), in the company's software products including ActionManager(TM) applications, do any of the following: (a) induce, entice, hire, or attempt to hire or employ any employee of the Company; or (b) compete with the Company in the business of computer software for multi-unit management or solicit any potential software customers of the Company to license or purchase similar software products; or (c) engage in research, development, production, marketing or sale of any computer software designed to manage multi-unit entities that would compete with any ActionManager(TM) product. 11. I hereby authorize the Company to notify others, including but not limited to customers of the Company and my future employers or companies who will utilize my services as a consultant, of the terms of this Agreement and my responsibilities hereunder. 12. I understand that in the event of a breach or threatened breach of this Agreement by me the Company may suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement and shall have the right to recover the Company's reasonable attorney's fees and court costs expended in connection with any litigation instituted to enforce this agreement. In the event it is determined that no such irreparable harm existed, the Company will pay my fees and costs expended in defending such an action. I expressly agree that any terms of my covenants not to compete contained in this Agreement which might be held unreasonable by a court of competent jurisdiction may be reformed or modified by such court to make the restriction of such covenants reasonable under the circumstances. 13. I understand that this Agreement does not constitute a contract of employment or obligate the Company to retain my services as a consultant for any stated period of time. I understand that my consultancy with the Company is at will and may be terminated by the Company or myself at any time and for any reason, with or without cause. 14. This Agreement will be of no further force and effect if the Company ceases to market ActionManager(TM) or other subsequently developed products. IN WITNESS WHEREOF the parties have entered into this Agreement as of the ________ day of ___________ , 20___. Consultant Park City Group, Inc. ----------------------------------------------------------------------------- Signature Signature/Title ----------------------------------------------------------------------------- Print Name Print Name Address: ______________________________ ------------------------------ ------------------------------ EXHIBIT 3.1.K. LITIGATION 1. Decision One Corporation vs. Park City Group, Inc. (Third Judicial District Court in Summit County, Case No. 000600258DC, filed on August 24, 2000). The Plaintiff filed a complaint alleging a single cause of action for the recovery of a debt in the amount of $15,489.32 for "merchandise/and or services purchased or rendered on behalf of the Company by Decision One between March 1, 1998 and February 1, 1999, together with interest and costs." The Company timely filed its answer to the complaint on October 6, 2000. 2. Chevron Oil Company. Park City Group is seeking to receive payment of approximately $128,000 from Chevron Oil Company for services rendered by Park City Group in connection with a contract for software license and services executed in 2000. Chevron is disputing the obligation and has requested supporting documentation related to the performance of the services. Park City Group has provided the requested documentation to Chevron for its review. Park City Group also believes that there may be additional amounts due to it in connection with this terminated contract. No formal litigation has been filed with regard to these disputes. 3. G&G Oil Co. of Indiana, Inc. Park City Group is seeking to receive payment of approximately $32,000 from G&G Oil Co. in conjunction with a Customer License Agreement, dated August 23, 2000, between Park City Group and G&G Oil Co., as amended. G&G Oil Co. is disputing the obligation and has requested that a portion of its initial payment be returned by Park City Group. The parties are currently negotiating a resolution to this dispute. No formal litigation has been filed with regard to this dispute. EXHIBIT 3.1.M PARK CITY GROUP FINANCIAL STATEMENTS PARK CITY GROUP, INC. FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS YEARS ENDED DECEMBER 31, 2000 AND 1999 PARK CITY GROUP, INC. Table of Contents Page Report of Independent Certified Public Accountants...........................1 Balance Sheets...............................................................2 Statements of Income.........................................................4 Statements of Changes in Stockholders' Deficit...............................5 Statements of Cash Flows.....................................................6 Notes to Financial Statements................................................8 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors Park City Group, Inc. We have audited the accompanying balance sheets of Park City Group, Inc. (a majority-owned subsidiary of Riverview Financial Corporation) as of December 31, 2000 and 1999, and the related statements of income, stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Park City Group, Inc. as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States. Sorensen, Vance & Company, P.C. /s/ Sorensen, Vance & Company Salt Lake City, Utah April 10, 2001 1 PARK CITY GROUP, INC. BALANCE SHEETS DECEMBER 31, 2000 AND 1999 Assets 2000 1999 ---------- ---------- Current assets: Cash and cash equivalents $ 1,099,242 $ 247,442 Receivables: Trade accounts, net of allowance for doubtful accounts of $160,758 for 2000 and $4,054 for 1999 272,137 758,446 Related parties 558,643 86,789 Deferred tax asset 120,000 60,000 Prepaid expenses and other current assets 20,335 28,429 ------------- ------------- Total current assets 2,070,357 1,181,106 ----------- ----------- Property and equipment, at cost: Computer equipment 868,586 799,945 Furniture and equipment 172,486 172,486 Equipment under capital leases 171,304 154,954 Leasehold improvements 85,795 85,795 ------------- ------------- 1,298,171 1,213,180 Less accumulated depreciation and amortization (1,120,674) (937,236) ----------- ------------ Net property and equipment 177,497 275,944 ------------ ------------ Other assets: Deferred tax asset, net of valuation allowance of $2,239,656 for 2000 and $2,230,328 for 1999 1,280,000 2,280,000 Deposits 33,802 34,150 ------------- ------------ Total other assets 1,313,802 2,314,150 ----------- ----------- Total assets $ 3,561,656 $ 3,771,200 =========== ===========
Continued - next page The accompanying notes are an integral part of the financial statements. 2 PARK CITY GROUP, INC. BALANCE SHEETS DECEMBER 31, 2000 AND 1999 Continued from prior page - Liabilities and Stockholders' Deficit 2000 1999 - ------------------------------------- ----------- ----------- Current liabilities: Line of credit $ 150,000 $ 137,000 Note payable 250,000 250,000 Accrued interest on note payable 36,956 21,971 Accounts payable 192,607 193,118 Accrued payroll and related liabilities 198,756 189,989 Sales tax payable 23,212 41,313 Accrued litigation settlements, current portion 54,944 125,333 Capital lease obligations, current portion 33,293 90,736 Deferred revenue 1,294,773 2,659,736 Accrued contingency -- 267,495 Income taxes payable 67,912 9,713 ----------- -------------- Total current liabilities 2,302,453 3,986,404 ----------- ----------- Long-term liabilities: Notes payable to parent corporation 2,150,000 2,150,000 Accrued interest on notes to parent corporation 267,203 151,394 Accrued litigation settlements, net of current portion -- 14,444 Capital lease obligations, net of current portion 6,642 28,006 ------------- ------------ Total long-term liabilities 2,423,845 2,343,844 ----------- ----------- Total liabilities 4,726,298 6,330,248 ----------- ----------- Stockholders' deficit: Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding -- -- Common stock, $0.00002 par value, 40,000,000 shares authorized, 25,130,136 shares issued and outstanding 503 503 Additional paid-in-capital 6,294,031 6,294,031 Accumulated (deficit) (7,459,176) (8,853,582) ----------- ----------- Total stockholders' deficit (1,164,642) (2,559,048) ----------- ------------ Total liabilities and stockholders' deficit $ 3,561,656 $ 3,771,200 =========== ===========
The accompanying notes are an integral part of the financial statements. PARK CITY GROUP, INC. STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 Revenues: 2000 1999 ----------- ------------- Software licenses $ 2,115,545 $ 2,321,655 Maintenance and support 2,066,523 2,403,287 Consulting and other 769,074 506,155 Development and software enhancement 1,562,000 -- ------------ ------------ 6,513,142 5,231,097 Cost of revenues 1,013,930 1,021,526 ------------- ------------ Gross profit 5,499,212 4,209,571 ------------ ------------ Operating expenses: Research and development 1,035,926 878,064 Sales and marketing 912,109 1,115,543 General and administrative expenses 970,792 1,339,282 ------------- ------------ 2,918,827 3,332,889 ------------ ------------ Operating income 2,580,385 876,682 ------------ ------------- Other income (expense): Interest expense (225,579) (190,665) Interest income 31,535 12,373 -------------- -------------- (194,044) (178,292) -------------- -------------- Income before income taxes 2,386,341 698,390 Income tax expense 991,935 324,699 -------------- -------------- Net income $ 1,394,406 $ 373,691 =========== ============ The accompanying notes are an integral part of the financial statements. PARK CITY GROUP, INC. STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 Additional Common Stock Paid Accumulated Shares Amount In Capital (Deficit) Total Balances: December 31, 1998 25,120,414 $ 502 $ 6,293,606 $ (9,227,273) $ (2,933,165) Common stock issued upon exercise of stock options 9,722 1 425 -- 426 Net income -- -- -- 373,691 373,691 -------------- ----------- ------------ ------------ ------------- Balances: December 31, 1999 25,130,126 503 6,294,031 (8,853,582) (2,559,048) Net income -- -- -- 1,394,406 1,394,406 -------------- ----------- ------------- ------------ -------------- Balances: December 31, 2000 25,130,136 $ 503 $ 6,294,031 $ (7,459,176) $ (1,164,462) ============== ============ ============= ============== ==============
The accompanying notes are an integral part of the financial statements. PARK CITY GROUP, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 2000 1999 -------------- -------------- Cash Flows From Operating Activities: Net income $ 1,394,406 $ 373,691 -------------- -------------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 183,437 255,920 Provision for doubtful accounts 182,154 116,959 Recognition of year 2000 contingency (267,495) (511,432) Decrease in deferred tax asset 940,000 310,000 (Increase) decrease in accounts receivable 304,155 (163,335) (Increase) in receivable from related parties (471,854) (86,789) (Increase) decrease in prepaid expenses and other current assets 8,094 (4,383) Decrease in deposits 348 -- Increase in accrued interest to parent corporation 115,809 151,394 (Decrease) in bank overdraft -- (67,922) (Decrease) in accounts payable (511) (155,185) Increase in accrued payroll and related liabilities 8,767 13,128 Increase in accrued interest 14,985 14,203 (Decrease) in sales tax payable (18,101) (11,086) Increase (decrease) in accrued litigation settlements (84,833) 139,777 (Decrease) in deferred revenue (1,364,963) (541,337) (Decrease) in payable to related party -- (9,021) Increase in income taxes payable 58,199 9,713 --------------- -------------- Total adjustments (391,809) (539,396) --------------- -------------- Net cash provided by (used in) operating activities 1,002,597 (165,705) --------------- -------------- Cash Flows From Investing Activities: Purchase of equipment (68,641) (60,150) --------------- ------------- Net cash (used in) investing activities (68,641) (60,150) --------------- -------------
Continued - next page The accompanying notes are an integral part of the financial statements. 6 PARK CITY GROUP, INC. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 Continued from prior page - 2000 1999 ------------ -------------- Cash Flows From Financing Activities: Proceeds from sale of equipment -- 50,000 Proceeds from issuance of common -- 426 Net proceeds from borrowing on line of credit 13,000 137,000 Proceeds from borrowing from parent corporation -- 505,000 Principal payments on capital leases (95,156) (79,129) Principal payments on note payable with parent corporation -- (140,000) ------------ -------------- Net cash provided by (used in) financing activities (82,156) 473,297 ------------ -------------- Net increase in cash and cash equivalents 851,800 247,442 Cash and cash equivalents, beginning of year 247,442 -- ---------------- -------------- Cash and cash equivalents, end of year $ 1,099,242 $ 247,442 ================= =============== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for: Interest $ 94,784 $ 25,068 =============== ============= Income taxes $ 1,731 $ 2,323 ================== ================
Non-Cash Transactions: Prior to 1999, the Company accrued a loss contingency related to the year 2000 issue for necessary changes to the software code. During the years ended December 31, 2000 and 1999, the Company recognized $267,495 and $511,432, respectively, as an offset to related costs in the statement of income. In 1999, long-term debt to a bank in the amount of $1,675,000 was assumed by the parent company in exchange for an equivalent note payable to the parent corporation. In 1999, the Company sold equipment with a cost of $68,000 to a related party. The related party paid cash of $50,000 and assumed the remaining liability on the equipment in the amount of $18,000. In 1999, several capital leases were renegotiated and combined into a new lease obligation for $186,000 which, also, included additional equipment purchased with a cost of $29,128. In 2000, the Company entered into a capital lease obligation for the acquisition of equipment with a cost of $16,350. The accompanying notes are an integral part of the financial statements. 7 PARK CITY GROUP, INC. NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES A. Organization Park City Group, Inc. designs, develops, markets and supports proprietary software products. These products are designed to be used in retail businesses having multiple locations to assist in the management of business operations on a daily basis and communicate results of operations in a timely manner. The principal markets for the Company's products are with retail companies which have operations in North America and to a lesser extent in Europe. The Company was incorporated in Delaware on May 11, 1990 as Riverview Software, Inc. In 1990, the Company changed its name to Fields Software Group, Inc. and in 1993, the Company's name was changed again to Park City Group, Inc. The Company is a majority-owned subsidiary of Riverview Financial Corporation, a California corporation. Substantially all of the Company's shares which are not owned by Riverview are owned or controlled by the Company's Chief Executive Officer. Riverview is beneficially owned by the Company's Chief Executive Officer. B. Significant Accounting Policies The following significant accounting policies are presented to assist in understanding the Company's financial statements. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the accompanying financial statements. Basis of Presentation The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and payment of liabilities in the normal course of business. At December 31, 2000 and 1999, the Company had a working capital deficit of $232,096 and $2,805,298 caused primarily by deferred revenues of $1,294,773 and $2,659,736, respectively that represent revenues for which payment has been received but not yet earned, along with an accumulated deficit of $7,459,176 and $8,853,582, respectively. In addition, substantial accrued expenses and related party borrowings were outstanding at December 31, 2000 and 1999 and through the date of the auditor's report. Also, as part of an agreement entered into on April 5, 2001, the Company is obligated to pay $3,750,000 in accordance with a promissory note payable (see note 15). The Company believes that these conditions have resulted from the inherent risks associated with a technology company. Such risks include, but are not limited to, the ability to (i) develop and market their technology products, (ii) obtain sufficient capital through investment or borrowing to finance product development, sales and marketing activities, (iii) generate sales of products at sufficient levels to cover costs and expenses, and (iv) compete with other technology companies that have financial, production and marketing resources significantly greater than the Company. Management believes that its software products, including "Fresh Market Manager" products acquired subsequent to December 31, 2000 as discussed in note 15, will continue to improve in market acceptance and, accordingly, generate additional revenues. This should enable the Company to achieve increased profitability resulting in improved working capital, reduction of stockholders' equity deficits and increased cash flow to fund further business development and satisfy obligations in the normal course of business. In addition, the combining of financial, management and development resources as a result of the acquisition of Fresh Market Manager, LLC (formerly Cooper Fields, LLC) as discussed in note 15, should enable the Company to operate more efficiently and profitably. Note 15, also, discusses a Letter of Intent arrangement that is anticipated to result in a reorganization agreement and additional equity funding that will improve the Company's liquidity and support anticipated increases in revenue and customer base. Accordingly, management of the Company believes that assets will be realized and liabilities satisfied in the normal course of business. 8 Notes to the financial statements - continued Cash and Cash Equivalents Cash and cash equivalents are defined as cash on hand, checking and savings accounts and highly liquid investments with original maturities of three months or less. The Company maintains all of its cash and cash equivalents at one financial institution, which at times exceeds federally insured limits. The Company utilizes a sweep account at this financial institution whereby available funds are invested overnight. The Company has not experienced any losses and does not believe it is exposed to significant risk for its cash and cash equivalents. Allowance for Doubtful Accounts The Company provides an allowance for uncollectible accounts based upon management's assessment and an aging analysis of specific accounts. Property and Equipment Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated useful lives of three to seven years for equipment, furniture and fixtures. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful life of the improvements using the straight-line method. The Company uses accelerated methods of depreciation for income tax purposes. These methods provide for more depreciation expense in the early years than in the later years of the life of the asset. Significant replacements and betterments are capitalized. The costs of repairs and maintenance which are not considered capital expenditures and which do not extend the useful lives of the assets are charged to operations when incurred. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recognized in the statement of income. Depreciation and amortization expense was $183,437 and $255,920 for 2000 and 1999, respectively. Patents The Company is continually developing patents in its normal course of business and has been issued patents in previous years. During 2000, the Company was successful in protecting its patent rights against a company for patent infringement. In connection with the resulting settlement, the Company granted this company a license to use the Company's patented technology for compensation of $275,000 which has been included as software license revenue in 2000. A similar suit was filed and settled in a similar manner in 1999 for $275,000. Revenue Recognition Revenue for the sale of software licenses is recognized upon delivery of the software unless specific delivery terms provide otherwise. If not recognized upon delivery, revenue is recognized upon meeting specified conditions, such as, meeting customer acceptance criteria. In no event is revenue recognized if significant Company obligations remain. Customer payments are typically received in part upon signing of license agreements, with the remaining payments received in installments pursuant to the agreements. Until revenue recognition requirements are met, the cash payments received are treated as deferred revenue. Maintenance and support services that are sold with the initial license fee are recorded as deferred revenue and recognized ratably over the initial service period. Revenues from maintenance and other support services provided after the initial period are generally paid in advance and are recorded as deferred revenue and recognized on a straight-line basis over the term of the service agreements. Consulting service revenues are recognized in the period that the service is provided or in the period such services are accepted by the customer if acceptance is required by agreement. 9 Notes to the financial statements - continued Software Development Costs The Company accounts for software development costs in accordance with the Statement of Financial Accounting Standards No. 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. Research and development costs have been charged to operations as incurred. From inception through the current period, the Company has viewed the software as an evolving product. Therefore, all costs incurred for research and development of the Company's software products through December 31, 2000 and 1999 have been expensed as incurred. Research and development costs include personnel costs, engineering, consulting, and contract labor. Income Taxes The Company's results of operations are included in the consolidated tax return of Riverview Financial Corporation, its parent company. The Company is required to pay income taxes to Riverview based upon an inter-company tax sharing agreement. Amounts due to Riverview are determined as if the Company filed tax returns based solely upon its operations. The Company utilizes the asset and liability method to account for income taxes. The objective of this method is to establish deferred tax assets and liabilities for the temporary differences between net income for financial reporting basis and tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized. Timing differences are created by different expense recognition for financial and tax reporting for net operating losses, depreciation expense, allowance for doubtful accounts and accrued compensated absences. The effects of such differences are reported as either a deferred income tax asset or liability, which is reduced by a valuation allowance based upon management's assessment for realization of such deferred tax assets. Stocked Based Compensation The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, Accounting for Stock-based Compensation, which became effective in 1996. The statement established an accounting method based on the fair value of the options awarded to employees as compensation. However, the Company is permitted to continue applying previous accounting standards in the determination of net income or loss with appropriate disclosure of the differences between previous accounting measurements and those formulated by the new standard. The Company determines net income using previous accounting standards and makes the appropriate disclosures in the notes to the financial statements as permitted by the new standard. Fair Value of Financial Instruments The fair value of financial instruments including cash, accounts receivable, accounts payable, accrued liabilities, obligations under capital leases and notes payable approximate book value at December 31, 2000 and 1999. Management Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that effect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 2. INCOME TAXES Income taxes are provided at statutory rates for the tax effects of transactions reported in the financial statements and consist of taxes due currently and for deferred taxes which relate to timing differences for the expense recognition of depreciation, allowance for doubtful accounts, accrued compensated absences, and net operating loss carryforwards. 10 Notes to the financial statements - continued The provision for income taxes reflected in the financial statements relate to actual current taxes due of $51,935 for 2000 and $14,699 for 1999 and deferred taxes which primarily result from the change in deferred tax assets relating to historical net operating losses in the amount of $940,000 and $310,000, respectively. Income tax expense consists of the following: Current income taxes at statutory rates: 2000 1999 ---- ---- Federal (Alternative Minimum Tax) $ 51,635 $ 12,072 State 300 2,627 ------------- ------------ Total 51,935 14,699 Change in deferred income taxes 940,000 310,000 ------------- ------------ Income tax expense $ 991,935 $ 324,699 ============= ============ The actual tax expense differs from the "expected" tax expense computed by applying the U.S. corporate statutory rate of 34% as follows: Computed "expected" Federal tax expense $ 811,356 $ 237,453 State tax expense 119,317 16,235 Net operating loss carryforward deduction (930,673) (253,688) State minimum taxes 300 2,627 Federal alternative minimum tax 51,635 12,072 Change in deferred income taxes 940,000 310,000 ------------- ------------ $ 991,935 $ 324,699 ============= ============ Using the applicable combined federal and state tax rate of 39%, the deferred tax assets and liabilities are as follows: Deferred tax asset: Accrued compensated absences $ 57,905 $ 55,674 Allowance for doubtful accounts 62,696 1,581 Book depreciation in excess of tax depreciation 43,795 62,778 Net operating loss carryforwards 3,639,656 4,570,328 ----------- ----------- Net deferred tax asset before valuation allowance 3,804,052 4,690,361 Net operating loss in excess of remaining deferred tax assets (164,396) (120,033) Valuation allowance (2,239,656) (2,230,328) ----------- ----------- Net deferred tax asset $ 1,400,000 $ 2,340,000 =========== ===========
As of December 31, 2000, the Company had available net operating losses for federal and state tax purposes of $9,332,450. The tax net operating losses will begin to expire in 2007. The following schedule summarizes the appropriate net operating losses available to the Company for income tax purposes. Year of Loss Amount Expiration Year 1992 $ 1,505,000 2007 1995 920,000 2010 1997 5,825,000 2012 1998 1,082,000 2013 ------------- Total $ 9,332,000 ============= 3. LINE OF CREDIT The Company has a $150,000 line of credit arrangement with a financial institution. The line is guaranteed by the Company's major shareholder, bears interest at the bank's prime lending rate plus 1% and is due November 2001. The balance due on the line of credit was $150,000 and $137,000 as of December 31, 2000 and 1999, respectively. 11 Notes to the financial statements - continued 4. NOTE PAYABLE In June 1998, the Company received a $250,000 advance as part of a partnering agreement with another company. The agreement contemplated a cooperative effort to develop business opportunities for the sale of their respective products. No "qualifying sale" was ever consummated under the agreement. As a result, pursuant to the terms of a related promissory note, the Company is required to repay the advance, plus interest at an annual rate of 5.51%. Payment on the note was due in May 2000, however, no principal or interest payments have been made as of December 31, 2000 nor by the audit date. 5. NOTES PAYABLE TO PARENT CORPORATION On January 1, 1999, the Company had a $110,000 note payable to Riverview Financial Corporation (its Parent Company) originating from borrowings in 1998. During 1999, Riverview paid a note to a bank that was on the books of the Company at $1,675,000. The Company, also, borrowed an additional $505,000 and repaid $140,000. As of December 31, 1999, the Company owed Riverview $2,150,000. Interest was accrued on the note in the amount of $151,394 based on an interest rate of 12% per year. Effective January 1, 2000, the note was divided into two separate notes for $1,675,000 and $475,000, respectively, and the interest rate was reduced to 8%. During 2000, the Company made interest payments of $75,000 and no principal payments. As of December 31, 2000, the Company owed Riverview a combined total of $2,150,000 on the notes payable and $267,203 in accrued interest. The notes and related accrued interest are due and payable in full on December 31, 2002. 6. DEFERRED REVENUE Deferred revenue consisted of the following as of December 31, 2000 and 1999: 2000 1999 ---- ---- Software licenses $ 478,000 $ 677,416 Maintenance and support 743,573 420,320 Consulting and other 73,200 -- Co-development project -- 1,562,000 --------------- -------------- Total $ 1,294,773 $ 2,659,736 ============== ============== 7. DEVELOPMENT AND SOFTWARE ENHANCEMENT REVENUE Periodically the Company enters into arrangements with customers that involve significant additional development and enhancements to the existing software that will meet the customers individual specifications. These types of revenue have been separately classified in the financial statements. With respect to this type of activity, the Company entered into an agreement in 1997 with a retail grocery customer with approximately 140 store locations. The contract provided for extensive core development, customization, product tailoring and implementation. The customer was to create a laboratory environment and the end result had to be operational at the store level. The terms of the agreement provided for payment of the following: License fees $ 762,000 Product enhancements 300,000 Customizations 250,000 Tailoring and implementation 250,000 ------------- Total $ 1,562,000 =========== 12 Notes to the financial statements - continued The Company received the $1,562,000 in 1997 and began to perform on the contract. Substantial changes in the business practices of this customer along with changes in their management and oversight of the project for an extended period of time resulted in significant changes to the project specifications. During 1998 and the first half of 1999, the customer's internal computer department took control of the project with the Company providing technical support, advise and continued development of the core software primarily based on the revised specifications. In 1999, the customer and the Company agreed that an enhanced version of the software would be required to meet the customer's specifications. In September 1999, a complete revision of the inventory and production planning software modules had been completed. Additional product modules were developed for the customer and installation, tailoring and implementation of the software was substantially performed and completed in 2000. 8. LEASE AGREEMENTS A. Capital Leases The Company leases equipment with an original cost of $171,304 under the terms of several capital lease arrangements. The monthly payments total $9,347 including imputed interest ranging from 14.3% to 17.4%. The leases mature between March 2001 and January 2003. The following is a schedule of future minimum lease payments: Year Ending December 31, 2000 1999 ------------ ----------- ----------- 2000 $ -- $ 104,195 2001 35,686 29,032 2002 6,654 -- 2003 554 -- ----------- ----------- Total minimum lease payments 42,894 133,227 Less: amount representing interest (2,959) (14,485) ----------- ----------- Present value of net minimum lease payments 39,935 118,742 Less: current portion (33,293) (90,736) Capital lease obligation, net of current portion $ 6,642 28,006 ========== ========== Amortization expense related to capitalized leases is included in depreciation expense and was $56,647 and $51,651 for 2000 and 1999, respectively. Accumulated amortization was $109,076 and $52,429 as of December 31, 2000 and 1999, respectively. 13 Notes to the financial statements - continued B. Operating Leases Office Space In September 1998, the Company entered into a lease agreement for office space. Under the terms of the lease agreement, the Company was required to pay $16,723 per month with a 4% annual increase in the base rent until December 2000. The lease agreement was renewed in February 2001, and under the terms of the new agreement, the Company must pay $18,482 per month with a 4% annual increase in the base rent until December 31, 2003. From December 2000 until the renewal was finalized in March 2001, the Company continued to lease the space on a month-to-month basis. Total rent expense under this agreement, net of reimbursed rent expense of $51,000 which was paid by a related party for shared office space, was $166,306 for 2000. Total rent expense, net of reimbursed rent expense of $34,000 paid by a related party, was $157,715 for 1999. Equipment The Company incurred rental expense of $2,240 in 1999 and 2000 related to an equipment lease. The Company has a future commitment of $5,904 through the year 2003 for an equipment lease. 9. RELATED PARTY TRANSACTIONS a. Cooper Fields, LLC In May, 1999 the Company transferred to Riverview (its parent company) all of its rights, title and interest in a certain application software program known and marketed as "Fresh Market Manager" including all related documentation, copyrights, patents, intellectual property and other materials. The agreement specifically excluded all of the Company's other software programs and applications. The Company, also, retained the rights to the "Fresh Market Manager" software solely necessary to perform the Company's obligations relating to the development and software enhancement contract that the Company had with a retail customer (see note 7). The chief executive of Riverview, who is also the chief executive of the Company then assigned the "Fresh Market Manager" software to Cooper Fields, LLC, a Utah limited liability company which had been formed in April 1999 with the chief executive as managing member. Cooper Fields, LLC acquired the intellectual property rights for $4,750,000 by cost payment of $2,750,000 to Riverview and execution of a note payable in the amount of $2,000,000. As part of the Cooper Fields, LLC organizational and operational documents, the members agreed to an "Overhead Sharing and Referral Agreement" whereby Cooper Fields would pay to Park City Group its allocable share of direct costs and expenses. The LLC was to pay the Company the allocated cost in twelve monthly payments for one year with annual renewal terms. The amount was to cover the shared costs of facilities, personnel and operating costs. The Company recorded the reimbursed costs as a reduction to operating costs. Accordingly, shared cost reimbursements were $620,232 in 2000 and $413,488 in 1999. As of December 31, 2000 and 1999, the Company had a receivable of $466,486 and $73,449, respectively for the overhead sharing costs and $26,350 and $3,145, respectively for interest. The agreement, also, provided for a referral fee to be paid for the introduction of prospective customers. The Company received $82,326 in the year 2000 for a customer referral. b. Riverview Financial Corporation (Parent Company) The Company has a note payable with Riverview (note 5). The Company, also, has a receivable from Riverview for certain expenses paid by the Company in 2000. The balance due the Company was $19,411 as of December 31, 2000. 14 Notes to the financial statements - continued c. Chief Executive The Company has a receivable from its chief executive for certain non-business expenses paid by the Company. The balance due the Company was $46,396 and $10,836 as of December 31, 2000 and 1999, respectively. 10. CONCENTRATION OF CREDIT RISK The Company's accounts receivable are derived from sales of products and services primarily to customers operating multi-location retail stores, hotels, and hospitals. At December 31, 2000 and 1999, accounts receivable includes amounts due from four customers totaling $216,202 and $660,970, respectively. These customers accounted for 79% and 87% of accounts receivable at December 31, 2000 and 1999, respectively. Sales to significant customers are summarized in Note 14. The Company provides credit terms to its customers in the normal course of business. The Company performs ongoing credit evaluations of it customers and maintains an allowance for doubtful accounts based upon collection assessment. Collateral is not required from customers. 11. COMMITMENTS AND CONTINGENCIES A. Litigation The Company offers a limited warranty against software defects for a general period of six months. Customers who are not completely satisfied with their software purchase sometimes attempt to be reimbursed for their purchases outside the warranty period. During 1999, the Company accrued $147,000 for such warranty settlements that were probable and could be reasonably estimated. The unpaid balance due on the settlements was $54,944 and $139,778 as of December 31, 2000 and 1999, respectively. B. Contingency for Year 2000 Issue In prior years, the Company sold software with source code that was not year 2000 compliant. The source code was written with two digits rather than four digits to define the applicable year. As a result, the software could recognize a date using "00" as the year 1900 rather than the year 2000. In addition, 2000 was a leap year and the Company was unsure of additional complications. Prior to 1999, the Company recognized the potential exposure of the noncompliance and decided that it would be necessary to correct the source code deficiency and to remedy the situation with customers who had purchased the software. The Company estimated the cost of this effort and accrued a loss contingency of $778,927. During 1999, the Company expended significant time and effort to resolve the software's deficiencies. Accordingly, the Company recognized $511,432 of the previously accrued loss contingency as a reduction in related operating costs during 1999. The remaining accrued contingency of $267,495 was recognized as a reduction in related operating costs during 2000 upon satisfactory resolution of all known year 2000 deficiencies. 12. STOCK OPTIONS In January 1993, the Company adopted the 1993 Equity Incentive Plan (the Incentive Plan) which provides for the issuance of up to 2,500,000 stock options (increased to 4,800,000 in 1996) for employees, directors, consultants or advisors of the Company or any affiliate of the Company. Options granted may be either incentive stock options within the meaning of the Internal Revenue Code, or non-qualified options. The terms of each award are determined by a committee of the Board of Directors. The options generally vest over four to six years with the initial vesting occurring one year from the date of grant. Vested options are exercisable until ten years from the date of grant or until 90 days after termination of employment, if earlier. Options are granted with an exercise price not less than the fair market value of the Company's common stock on the date of grant. All options granted under this plan were repriced in 1998 to $1 per share. 15 Notes to the financial statements - continued In December 1993, the Company adopted the 1993 Directors Stock Option Plan (the Directors Plan) which provides for the issuance of up to 75,000 non-qualified common stock options to non-employee members of the Board of Directors. The Company increased the number of non-qualified common stock options authorized for issuance by the Directors Plan to 100,000 in 1995 and 300,000 in 1996. The options vest 33.33% twelve months following the grant date and an additional 2.75% each month thereafter and cease to vest on the date the optionee ceases to be a member of the Board of Directors. Options are granted with an exercise price not less than the fair market value of the Company's common stock as determined by the Board of Directors on the date of grant. The following table summarizes option transactions through the year ended December 31, 2000: Weighted-Average Outstanding Exercise Price Balance - 12/31/98 1,492,997 0.45226 Granted - 1999 -- -- Exercised - 1999 (9,722) 0.04000 Forfeited - 1999 (85,200) 0.93803 ----------- Balance - 12/31/99 1,398,075 0.42552 Granted - 2000 -- -- Exercised - 2000 -- -- Forfeited - 2000 ---------- Balance - 12/31/00 1,256,825 0.36688 ========== The following table summarizes outstanding options granted by the Company as of December 31, 2000: Number of Shares Weighted-Average ------------------------------------------ Share Vested and Weighted-Average Remaining Option Optionee Price Outstanding Exercisable Exercise Price Life (In Years) -------- ------- ----------- ----------- -------------- --------------- Employees (a) $0.04 750,750 750,750 0.04000 0.99560 Employees $0.40 125,000 125,000 0.40000 1.51781 Employees (b) $1.00 381,075 332,213 1.00000 5.74216 ---------- ---------- Total 1,256,825 1,207,963 0.36688 2.48671 ========= =========
(a) An employee holding an option for 750,000 shares was terminated on December 31, 2000. This individual exercised his option to purchase the shares for $30,000 in 2001. (b) Five employees with outstanding options of 63,500 vested for 55,500 shares were terminated on January 5, 2001. None of these individuals exercised their option to buy shares. 13. RETIREMENT PLAN The Company participates in Riverview's 401(k) profit sharing plan (the "Plan") for which Company contributions are based upon wages paid to eligible employees. Employees are eligible to participate in the Plan upon reaching 21 years of age and one year of service with the Company. The Plan is funded by voluntary employee contributions and Company matching contributions. A participant's maximum elective contribution to the Plan in 1999 may not exceed the lesser of $10,000 or 20 percent of the eligible employee's compensation. The Company's matching contribution is 50 percent of the first 4 percent of each employee's contribution. The Company made matching contributions totaling $38,907 and $42,194 for the years ended December 31, 2000 and 1999, respectively. 16 Notes to the financial statements - continued 14. SIGNIFICANT CUSTOMERS In 2000, the Company generated approximately 24% of its revenue from a development and software enhancement contract (Note 7). The Company received approximately 39% and 34% of its revenue from five major customers during the years ended December 31, 2000 and 1999, respectively. 15. SUBSEQUENT EVENTS A. Cooper Fields, LLC Acquisition (Name changed to Fresh Market Manager, LLC) On April 5, 2001, the Company, Riverview Financial Corporation (Parent Company), and the members of Cooper Fields, LLC (see note 9) entered into an agreement to be effective January 1, 2001, whereby the Company acquired the member interests in Cooper Fields, LLC for $3,750,000. The amount due is to be paid as follows: (i) $1,000,000 plus accrued interest on funds held in a bank escrow account. These funds were being held by the bank subject to a joint account and pledge agreement which were initiated at the creation of Cooper Fields, LLC in May, 1999. The joint account was pledged for payment on funds that were loaned by a member of the LLC and subject to restrictions and agreement regarding its use. No withdrawals were ever made from the account. (ii) $2,750,000 by an executed promissory note which calls for principal payments of $1,000,000 on December 20, 2001, $500,000 on June 20, 2002 and the principal balance of $1,250,000 on December 20, 2002. Interest accrues on the note at 10% per annum and is payable monthly with the first payment due on April 10, 2001. The note is guaranteed by Cooper Fields, LLC, Riverview Financial Corporation, the Company's Chief Executive and an individual employed by Cooper Fields, LLC. The Company executed a "Stock Pledge and Security Agreement" whereby 8,625,850 shares of the Company's common stock (33 1/3% of the issued and outstanding shares) were pledged along with irrevocable stock powers. Also, 4,340,098 common shares (18% of the issued and outstanding shares) were delivered to a title company subject to an escrow agreement as additional collateral in the event of default. The note is also collateralized by the Chief Executive's 50% interest in a condominium property located in Puerto Vallarta, Mexico. The agreement, also, contains numerous covenants which provide certain limitations on compensation increases, dividends, related party transactions, borrowings and the creation of liens. The Company's Chief Executive, who was the other member of Cooper Fields, LLC, assigned his interest to the Company which makes the Company the sole owner of Fresh Market Manager, LLC (formerly Cooper Fields, LLC). The Company's Chief Executive was elected as the sole manager of the LLC. The following unaudited pro forma consolidated information for the years ended December 31, 2000 and 1999 give effect to the transaction as if it had occurred at the beginning of 2000 and 1999. The unaudited pro forma consolidated information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the transaction been completed as of the beginning of those years, nor are they indicative of the Company's future results of operations. 2000 1999 ---- ---- Net sales $ 7,325,566 $ 4,956,097 ============= ============= Net income (loss) $ 611,406 $ ( 3,154,338) ============== ============= 17 Notes to the financial statements - continued B. Letter of Intent In February 2001, the Company entered into a "Letter of Intent" arrangement regarding the potential reorganization of the Company with AmeriNet Group.com, Inc. (AmeriNet). AmeriNet is a Delaware corporation and has retained the services of Yankee Companies, Inc. (Yankees), a mutual intermediary, to negotiate an acceptable agreement on their behalf. A summary of the proposed transaction is as follows: 1. The Company would consolidate all current operations of its affiliates and related business enterprises for consolidated financial reporting. The Company has confirmed to AmeriNet certain unaudited financial information for 2000 and AmeriNet has confirmed to the Company that, upon disposition of its subsidiaries, it will not have material assets or liabilities other than the Company and that it will not be subject to contracts other than the Reorganization Agreement culminating from this Letter of Intent and will have no material liabilities other than certain indicated obligations. 2. AmeriNet would exchange 60% of its unregistered outstanding common stock with the Company's stockholders for all of the Company's outstanding common stock. 3. AmeriNet will have up to $5 million in cash for use by the Company following the closing of the Renegotiation Agreement. 4. Prior to closing, AmeriNet will distribute all the capital stock of its subsidiaries to AmeriNet's stockholders, except for shares required to be issued to Yankees, in consideration for the release by Yankees of its lien on such shares and Yankees agreement to convert the balance of the debt owed by AmeriNet to Yankees into shares of AmeriNet's Class A Preferred stock (see item 8). 5. Executive officers of the Company that hold a specified percentage of AmeriNet's common stock would enter into long term employment agreements with the Company. Total annual compensation to these officers will be within certain limitations. In addition to the annual compensation, AmeriNet would allocate additional shares of unregistered AmeriNet common stock in an amount equal to 50% of the shares issued to the stockholders of the Company, to a stock incentive plan. The shares would be issued in installments based upon the attainment of certain economic thresholds. 6. As a result of the above, the Company would become a wholly-owned subsidiary of AmeriNet; AmeriNet would have no other subsidiaries; the Company's shareholders would hold 60% of AmeriNet's outstanding common stock; and, AmeriNet's stockholders prior to closing and their successors would hold 40% of AmeriNet's outstanding common stock. 7. Upon closing, Yankees will commence efforts on behalf of the Company to develop new sources of funding and business. If such funding or business is obtained as a result of Yankees' efforts, the Company agrees to provide specified compensation to Yankees for its services, provided that certain conditions are met. Also, Yankees currently has options to purchase up to 12.5% of AmeriNet's common stock. 18 EXHIBIT 3.1.0 INTERESTED PARTY TRANSACTIONS 1. Randall K. Fields, an officer, director and significant shareholder of Park City Group, and Riverview Financial Corp., also a significant shareholder of Park City Group, each previously held significant interests in Fresh Market Manager, LLC (formerly "Cooper Fields, LLC"), a current subsidiary of Park City Group which has sold or furnished, and continues to sell and furnish, products similar to those which Park City Group sells to its customers, in the form of a product entitled "Fresh Market Manager" and other products and services. 2. Pursuant to an Overhead Sharing and Referral Agreement, between Fresh Market Manger, LLC and Park City Group, dated May 7, 1999, Fresh Market Manager and Park City Group have each agreed to provide marketing assistance to the other through referrals of potential customers, in exchange for which the source of the referral is entitled to a fee of approximately twenty percent of the "up front" and deferred sales revenues, and ongoing revenues related to the referral for a period of three years from the date of sale. See Exhibit 3.1.M Note (9)(a). 3. Pursuant to a Marketing Assistance Agreement between Fresh Market Manager, LLC and Riverview Financial Corp, dated May 7, 1999, Riverview has previously provided to Fresh Market Manager assistance in marketing Fresh Marketing Manager's software, as requested by Fresh Market Manager, in exchange for twenty percent of the revenues realized from licensing of the software, not to exceed an aggregate of $2,000,000 during the term of the agreement. This agreement was cancelled by the parties in April 2001. EXHIBIT 4.2.B.4 USE OF PROCEEDS Increase in sales and marketing staff and related costs 150,000 15% Increase in advertising programs 125,000 12% Increase in program development and customer support staff and related costs 200,000 20% Public reporting and investor relations costs 250,000 25% Working capital 275,000 28% ------- --- Total $ 1,000,000 100%
EXHIBIT 4.3.C CONSENTS 1. Right of First Refusal. With respect to those shares of Park City Group Capital Stock that have been acquired by the Park City Group's Participants pursuant to options, Park City Group must waive certain transfer restrictions and other rights prior to consummation of the transactions contemplated by the Reorganization Agreement. 2. Debt Conversion into Preferred Stock. With respect to any promissory notes being converted into preferred stock as contemplated in Exhibit 3.1.D, Park City Group may need to obtain consents to the conversion. EXHIBIT 5.3.E LEGAL OPINION B-1 EXHIBIT B AMENDED AMERINET EXHIBITS AMERINET'S EXHIBITS AMENDMENT #1 The following Exhibits are being delivered by AmeriNet pursuant to the Reorganization Agreement, dated May 31, 2001, between Randall K. Fields, a Utah resident, Riverview Financial Corp., a California corporation, and AmeriNet Group.com, a Delaware corporation (the "Reorganization Agreement"). Any information disclosed in one Exhibit shall be deemed to be disclosed in all Exhibits to which such information is applicable. References to Articles, Sections, Paragraphs, and Exhibits shall mean the Articles, Sections, Paragraphs and Exhibits of the Reorganization Agreement and/or these Exhibits. These Exhibits are incorporated by reference into and shall be deemed a part of the Reorganization Agreement. No reference in these Exhibits to any agreement or documents shall be construed as an admission or indication to any other party other than Park City Group, Inc. that such agreement or document is enforceable or currently in effect under such agreement or document. No disclosure in these Exhibits relating to any possible breach or violation of any agreement, law, or regulation shall be construed as an admission or indication to any party other than Park City Group, Inc. that any such breach or violation exists or has actually occurred. Exhibit 1.1O Consulting Agreement with Yankees A copy of the consulting agreements between Yankees and AmeriNet has been provided to Park City. Exhibit 3.2B Options & Warrants AmeriNet has established four stock option plans: (1) Non-qualified and incentive stock option plan , effective January 1, 2000; (2) Non-qualified and incentive stock option plan , effective March 8, 2000; (3) 2001 Officers' & Directors' Stock Option Plan, effective as of January 1, 2001; and (4) AmeriNet Communications, Inc. Incentive Stock Option Plan Indenture, effective as of October 1, 2000. Other options and warrants were granted pursuant to acquisitions or to current stockholders. Park City Group has been provided copies of all four plans and all warrants and award certificates. The table provides information related to the options to purchase AmeriNet's common stock as of May 31, 2001. Name Title/ Description Amount Price Granted Exercisable Officers Warrants for Employment Michael Jordan President 100,000w* $0.69w 8/19/99 9/1/00 to 8/31/03 Larry Van Etten President 100,000w* $0.56w 5/22/00 7/1/01 to 6/30/04 Larry Van Etten President 50,000w $0.60w 5/22/00 5/22/00 to 8/19/00 David Cantley CFO 50,000w * $1.4325w 2/17/00 7/1/01 to 6/30/04 50,000w * $0.5625w 5/26/00 7/1/01 to 6/30/04 Vanessa Lindsey Secretary 15,000w * $1.28w 11/11/99 1/1/01 to 12/31/02 Director's Options 2000 Plan dated January 1, 2000 1,000,000 shares Saul B. Lipson Director Audit C 50,000w $1.0625w 10/26/99 1/1/01 to 2/31/02 Michael H. Jordan Director Exec. C 30,000 $1.44 11/4/99 * 12/31/02 Richard Chamberlin Director, Exec. M 25,000 $1.44 11/4/99 * 12/31/02 Anthony Joffe Director , Exec M 35,000 $1.44 11/4/99 * 12/31/02 Ed Dmytryk Director, Audit M 25,000 $1.44 11/4/99 * 12/31/02 David Cantley Director 6,000 $1.44 2/17/00 * 12/31/02 Vanessa Lindsey Director, Exec. M 16,200 $1.44 4/6/00 * 12/31/02 Larry Van Etten Director, Exec. M 12,600 $1.44 5/22/01 * 12/31/02 Bruce Gleason Director 15,000 $1.44 11/4/99 * 12/31/02 TOTALS 470,200 shares left 529,800 * There are 2,000,000 left under the under the plan shares March 31, 2000 plan granted Directors Options January 1, 2001 Option Plan for 1,000,000 shares Doug Wilson Director, Exec. M 9,000 $0.27 4/16/01 4/16/01-12/31/03 Larry Van Etten Director, Exec. M 9,000 $0.27 4/16/01 4/16/01-12/31/03 Vanessa Lindsey Director Exec. M 9,000 $0.27 4/16/01 4/16/01-12/31/03 Ed Dmytryk Director Exec C. 11,000 $0.27 4/16/01 4/16/01-12/31/03 Tony Joffe Director, Audit M 15,000 $0.27 4/16/01 4/16/01-12/31/03 J. Bruce Gleason Director 5,000 $0.27 4/16/01 4/16/01-12/31/03 Richard Chamberlin Director, 5,000 $0.27 4/16/01 4/16/01-12/31/03 David Cantley Director 5,000 $0.27 4/16/01 4/16/01-12/31/03 Charles Champion Director, Audit C 15,000 $0.27 4/16/01 4/16/01-12/31/03 TOTALS 917,000 shares left 83,000 under theplan shares granted Warrants & Options(held by persons involved in acquisition of subsidiaries) Arthur & Joann Trilogy 6,667w $0.75 11/30/99 11/30/99 to 11/30/04 Calabro George Campen Trilogy 3,333w $0.75 11/30/99 11/30/99 to 11/30/04 Antares Capital Trilogy 47,273w $0.75 11/30/99 11/30/99 to 11/30/04 Management Daniel Conroy Trilogy 10,000w $0.75 11/30/99 11/30/99 to 11/30/04 Bill and Dawn Trilogy 5,000w $0.75 11/30/99 11/30/99 to 11/30/04 DeRosa Donald Downs Trilogy 12,667 $0.75 11/30/99 11/30/99 to 11/30/04 Peter Glint Trilogy 13,333w $0.75 11/30/99 11/30/99 to 11/30/04 John Goodman Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Maxwell Trilogy 5,000w $0.75 11/30/99 11/30/99 to 11/30/04 Hazelwood John & Penny Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Holmes Stephen Holmes Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Robert Imparato Trilogy 5,000w $0.75 11/30/99 11/30/99 to 11/30/04 SOG Investments Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Robert & Janet Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Lewis John & Barbara Trilogy 3,333w $0.75 11/30/99 11/30/99 to 11/30/04 Meeks Ronald Musich Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Enid & Bernard Trilogy 10,000w $0.75 11/30/99 11/30/99 to 11/30/04 Rudd James Engstrom Trilogy 6,667w $0.75 11/30/99 11/30/99 to 11/30/04 Jonathan Eichner Investor 50,000w $0.75 3/1/00 to 6/30/02 Debra Elenson Investor 100,000w $0.75 3/1/00 to 6/30/02 Yankee Companies Investor 1,000,000w $0.22 5/2/01 5/31/01to 9/30/01
* Shares which were granted under the Non-qualified and incentive stock option plan, effective January 1, 2000. w means warrant, all others are options 3.2B4 Registration Rights 1. List of persons with registration rights: Debra Elenson 100,000 shares and 100,000 shares for warrants Jonathan Eichner 100,000 shares and 50,000 shares for warrants Scott Heicken 100,000 shares K. Walker, LTD. 250,001 shares Joseph D. Radcliffe 67,000 shares Hamilton, Lehrer & Dargan, P.A. 50,000 shares However, all such shares have met Rule 144 holding periods, except for the 150,000 shares reserved for warrants and the 50,000 shares for Hamilton, Lehrer & Dargan, P.A. 2. List of persons and amounts of stock being registered on S-8 stock prior to closing: A. Vanessa H. Lindsey 90,658 B. Edward Dmytryk 187,741 C. Lawrence Van Etten 178,643 D. George Franjola 74,101 E. Douglas L. Wilson 92,216 F. Richard Chamberlin 2,000 G. David Cantley 10,216 3. The securities that will be registered on the initial SB-2 filed post closing will include: A. Coast to Coast Realty 173,908 B. Bolina Trading Corp. SA 700,000 C. SKRD Trading Corp. 10,000 D. Vanessa H. Lindsey 90,680 E. Edward Dmytryk 16,660 F. Robert Pozner 666,680 G. K. Walker 761,346 H. Debra Elenson 836,680 I. Jonathan Eichner 816,680 J. Scott Heiken 266,680 K. Palm Air 916,914 L. Larry Holman ( .333 of his 500,000 PC shares converted to ABUY shares ) M. Debra Elenson 100,000 shares for warrant N. Jonathan Eichner 50,000 shares for warrant Exhibit 3.2C3 Financial Representations and Disclosure 3.2C3c(1): Except for the divestiture of AmeriNet's subsidiaries, as required by Park City Group, as a condition to this transaction 3.2C3c(4): Goodwill(an intangible asset) has been and will be materially reduced as a result of the divestitures of AmeriNet's subsidiaries, as required by Park City Group, as a condition to this transaction 3.2C3c(7): Except for distributions of securities as required by Park City Group, as a condition to this transaction 3.2C3c(8): Except for the sale or issuance of AmeriNet's Capital Stock which is sold or granted in the ordinary course of business. However at closing, not more than 27,300,000 shares of common stock will be outstanding. Attached are copies of the common and preferred stock ledgers used by management. 3.2C3c(9): Except for a revolving loan agreement between AmeriNet and the Yankee Companies, Inc.("Yankees"), dated May 5, 2000, and a convertible loan agreement between AmeriNet and Yankees, dated May 7, 2001. However, the revolving loan agreement has been terminated. Copies have been supplied to Park City Group, along with a copy of the termination agreement between AmeriNet and Yankees, dated May 23, 2001. The convertible loan agreement has not yet been terminated, but will be terminated at closing when the outstanding principal will be converted to AmeriNet common stock at $0.17 per share. List of Common Shares Issued from December 1998 to May 31,2001 Date Amount of Subscriber Total Offering Total Registration Effective issued Securities Consideration Discounts or Exemption Date sold Commission relied on 4,166,148 12/9/98 630,000 Blue Lake Capital Corp $0.02 None (2) 11/06/98 12/9/98 108,750 M. Tucker C/F Shayna Tucker $0.02 None (2) 11/06/98 12/9/98 108,750 M. Tucker C/F Montana Tucker $0.02 None (2) 11/06/98 12/9/98 435,000 The Yankee Companies, Inc.("Yankees")$0.02 None (2) 11/06/98 12/9/98 217,500 Calvo Family $0.02 None (2) 11/06/98 12/9/98 50,000 Yankees None (6) (2) 12/9/98 125,000 R. Chamberlin $0.02 None (2) 11/23/98 12/9/98 62,500 Anthony Joffe $0.02 None (2) 11/23/98 12/9/98 62,500 Penny Field $0.02 None (2) 11/23/98 12/9/98 25,000 Carrington None (7) (2) 5/25/99 50,000 Richard Chamberlin for legal services(8) None (2) 05/25/99 5/25/99 47,000 E. Granville Smith settlement Bolina 30,000 None (2) shares and K. Walker 17,000 03/19/99 5/25/99 150,000 Yankees Calvo settlement (9) None (2) 02/18/99 7/26/99 1,769 Lynn Poppitti AITC reorganization (10) (4) (1) 06/25/99 7/26/99 1,105,325 Mike Umile AITC reorganization (10) (4) (1) 06/25/99 7/26/99 1,127,431 Bruce Gleason AITC reorganization (10) (4) (1) 06/25/99 9/29/99 122,500 Yankees AITC reorganization (10) (4) (1) 06/25/99 9/29/99 20,000 Vanessa Lindsey Part of Yankees AITC shares (10) (4) (1) 06/25/99 9/29/99 2,500 Ilene Scheinbart Part of Yankees AITC shares (10) (4) (1) 06/25/99 9/29/99 5,000 Warren Hirt Part of Yankees AITC shares (10) (4) (1) 06/25/99 10/7/99 15,000 Xcel In lieu of interest on $75,000 loan(11) None (2) 09/30/99 10/7/99 (126,238) Bruce Gleason sold his shares to Yankees for $0.25 None (3) 08/25/99 10/7/99 (123,762) Mike Umile sold his shares to Yankees for $0.25 None (3) 08/25/99 10/7/99 242,211 Yankees bought from Gleason and Umile None (3) 08/25/99 10/7/99 7,789 Theodore & Susan Gill part of Yankees bought from None (3) 08/25/99 Gleason and Umile 10/14/99 7,500 Internet Stock School $6,075 of fixed assets (12) None (2) 07/22/99 10/29/99 (841,378) Bruce Gleason AITC Recission None (2) 10/15/99 10/29/99 (841,378) Mike Umile AITC Recission None (2) 10/15/99 11/1/99 190,000 Bolena $0.50 $ 95,000 None (2) 10/28/99 11/12/99 110,000 K. Walker $0.50 $ 55,000 None (2) 10/26/99 11/29/99 (94,602) Yankees AITC Recission None (2) 10/15/99 12/7/99 2,211 Theodore & Susan Gill AITC Stockholder and Exchanging None (2) 9/27/99 stockholders agreement (10) 12/14/99 40,000 Jonathan Eichner $0.50 $ 20,000 None (2) 06/23/99 12/14/99 100,000 Debra Elenson $0.50 $ 50,000 None (2) 06/23/99 12/14/99 40,000 Evelyn Coleitti $0.50 $ 20,000 None (2) 06/23/99 12/14/99 20,000 Debra Elenson $0.50 $ 10,000 None (2) 09/08/99 12/14/99 80,000 Yankees $0.25 $ 20,000 (4) (2) 06/24/99 12/14/99 30,000 Yankees $0.25 $ 7,500 (4) (2) 09/03/99 12/17/99 500,380 Michael Caputa WRI merger None (2) 11/12/99 12/17/99 10,000 J. Grant WRI merger None (2) 11/12/99 12/17/99 10,000 J. Levy WRI merger None (2) 11/12/99 12/17/99 10,620 Source Marketing WRI merger None (2) 11/12/99 12/17/99 13,319 Yankees WRI merger (4) (2) 11/12/99 12/17/99 2,500 Warren Hirt Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 1,000 Ilene Scheinbart Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 3,500 Vanessa Lindsey Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 13,275 Bruce Gleason Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 13,275 Mike Umile Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 6,231 Lynn Poppitti Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 100,000 Vanessa Radcliffe $0.50 $ 50,000 None (2) 11/10/99 TOTAL 8,164,126 01/04/00 16,000 Arthur Y. & Joann Calabro Trilogy Reorganization (15) None (1) 12/01/99 JTWROS 01/04/00 8,000 George B. Campen Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 113,454 Antares Capital Management, Inc. Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 24,000 Daniel Conroy Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 12,000 Bill & Dawn DeRosaJTWROS Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 31,333 Donald J. Downes Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 32,000 Peter Glint Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 John B. Goodman Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 12,000 Maxwell G. Hazelwood Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 John & Penny R. MaxwellJTWROS Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 Stephen P. Holmes Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 12,000 Bob Imparto Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 SOG Investments, Inc. Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 Robert M. Lewis & Janet Trilogy Reorganization (15) None (1) 12/01/99 L. Lewis JTWEROS 01/04/00 8,000 John J. Meeks Sr.& Trilogy Reorganization (15) None (1) 12/01/99 Barbara MeeksJTWROS 01/04/00 48,000 Ron Musich Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 24,000 Enid & Bernard Rudd JTWROS Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 16,000 James W. Engstrom Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 841,381 Dennis & Carol Berardi Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 800 Stephen Berardi Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 800 Dale Martin Hernandez Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 576 Sheilla Horan Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 576 Lester Thornhill Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 534 Jane Bicks Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 6,934 David Cantley Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 309 Ann McEver Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 309 Linda Loque Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 412 Ruth Hinnick Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 72,864 Yankees Trilogy Reorganization (16) (4) (1) 12/01/99 01/04/00 90,863 Robert Pozner Part of Yankees shares (4) (1) 12/1/99 for Trilogy Reorg. (16) 01/04/00 18,000 Calvo Family Part of Yankees shares (4) (1) 12/1/99 for Trilogy Reorg (16) 1/12/00 200,000 Yankees $0.25 $ 50,000 (4) (2) 11/19/99 1/21/00 67,000 Joe Radcliffe $0.75 $ 50,250 None (2) 12/16/99 5/2/00 133,334 K. Walker, Ltd. $0.75 $ 100,000 None (2) 01/31/00 5/2/00 100,000 K. Walker, Ltd. $0.75 $ 75,000 None (2) 03/09/00 5/2/00 100,000 K. Walker, Ltd. $0.60 $ 60,000 None (2) 03/23/00 5/2/00 100,000 Jonathan Eichner $0.75 $ 75,000 None (2) 01/31/00 5/2/00 100,000 Scott Heicken $0.75 $ 75,000 None (2) 02/28/00 5/2/00 100,000 Debra Elenson $0.75 $ 75,000 None (2) 01/31/00 5/2/00 200,000 Bolena Trading Corp. S.A.$0.60 $ 120,000 None (2) 03/15/00 6/15/00 200,000 Xcel Associates, Inc. settlement (17) None (2) 05/31/00 6/16/00 4,400 Donald Downes Shares he didn't (4) (1) 12/01/99 originally receive (15) 6/30/00 11,100,005 Total 7/3/00 377,099 Gerald & Leigh Cunningham Lorilei (18) (4) (1) 05/11/00 Reorganization 7/3/00 114,504 Yankees as escrow agent Lorilei reorganization as escrow agent (4) (1) 05/11/00 (18) 7/3/00 80,916 Bruce Brashear, Esquire as escrow agent Lorilei Reorganization as escrow agent (4) (1) 05/11/00 (18) 7/3/00 9,427 Mike Umile Part of Yankees shares (4) (1) 05/11/00 for Lorilei Reorganization (18) 7/3/00 9,427 Bruce Gleason Part of Yankees shares for Lorilei Reorganization (4) (1) 05/11/00 (18) 7/3/00 8,869 George Franjola Part of Yankees shares (4) (1) 05/11/00 for Lorilei Reorganization (18) 7/3/00 4,987 K. Walker, Ltd. Part of Yankees shares (4) (1) 05/11/00 for Lorilei Reorganization (18) 7/3/00 5,000 Larry Van Etten Part of Yankees shares (4) (1) 5/11/00 for Lorilei Reorganization (18) 7/3/00 7,000 Yankees in consideration for use (4) (2) of collateral by Xcel (11) 7/13/00 200,000 Palmair, Inc. $4,000 exercise of warrant (19) None (2) 04/08/00 7/13/00 56,000 Yankees $0.125 $ 7,000 (4) (2) 06/16/00 7/13/00 50,000 George Franjola $0.25 $ 12,500 None (2) 06/05/00 7/13/00 50,000 John Franjola $0.25 $ 12,500 None (2) 06/05/00 7/13/00 12,000 Larry Van Etten $0.25 $ 7,000 None (2) 06/08/00 7/13/00 12,000 Linda Van Etten $0.25 $ 7,000 None (2) 06/08/00 7/13/00 16,000 American Express for Larry Van Etten $0.25 $ 7,000 None (2) 06/08/00 7/13/00 16,000 American Express for Linda Van Etten $0.25 $ 7,000 None (2) 06/08/00 7/13/00 12,129,234 Total 9/12/00 12,129,234 Total 11/8/00 (841,381) Return of Berardi's Stock superseder and exchange agreement None (1) 06/30/00 (15) 12/13/00 700,000 Yankees $0.125 Yankees converted $98, 500 of debt to equity (4) (2) 06/30/00 (20) 12/13/00 20,000 Coast to Coast Realty, Inc. Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 5,000 Vanessa H. Lindsey Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 9,000 George Franjola Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 50,000 Larry Van Etten Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 2,000 Nancy Molinari Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 2,000 Sally Stroberg Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 200,000 K. Walker, Ltd. $0.25 $ 50,000 None (2) 05/16/00 12/13/00 16,667 K. Walker, Ltd. $0.60 $ 10,000.20 None (2) 05/16/00 12/31/00 12,292,520 TOTAL 3/7/01 4,000 Arthur Y. & Joann Calabro Trilogy Escrow (15) None (1) 12/01/99 3/7/01 2,000 George Campen Trilogy Escrow (15) None (1) 12/01/99 3/7/01 28,364 Antares Capital Management, Inc. Trilogy Escrow (15) None (1) 12/01/99 3/7/01 6,000 Daniel Conroy Trilogy Escrow (15) None (1) 12/01/99 3/7/01 3,000 Bill & Dawn De Rosa Trilogy Escrow (15) None (1) 12/01/99 3/7/01 8,933 Donald Downes Trilogy Escrow (15) None (1) 12/01/99 3/7/01 8,000 Peter Glint Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 John Goodman Trilogy Escrow (15) None (1) 12/01/99 3/7/01 3,000 Maxwell G. Hazelwood Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 John B. Holmes & Penny R. Mansell Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 Stephen P. Holmes Trilogy Escrow (15) None (1) 12/01/99 3/7/01 3,000 Robert Imparato Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 SOG Investments Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 Robert M. & Janet D. Lewis Trilogy Escrow (15) None (1) 12/01/99 3/7/01 2,000 John L. Meeks & Barbara Meeks Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 Ronald Musich Trilogy Escrow (15) None (1) 12/01/99 3/7/01 6,000 Enid & Bernard Rudd Trilogy Escrow (15) None (1) 12/01/99 3/7/01 4,000 James W. Engstrom Trilogy Escrow (15) None (1) 12/01/99 3/7/01 200 Stephen Berardi Trilogy Escrow (15) None (1) 12/01/99 3/7/01 200 Dale Martin Hernandez Trilogy Escrow (15) None (1) 12/01/99 3/7/01 144 Sheilla Horan Trilogy Escrow (15) None (1) 12/01/99 3/7/01 144 Lester Thornhill Trilogy Escrow (15) None (1) 12/01/99 3/7/01 133 Jane Bicks Trilogy Escrow (15) None (1) 12/01/99 3/7/01 1,733 David K. Cantley Trilogy Escrow (15) None (1) 12/01/99 3/7/01 77 Margaret Mc Ever Trilogy Escrow (15) None (1) 12/01/99 3/7/01 77 Linda Logue Trilogy Escrow (15) None (1) 12/01/99 3/7/01 103 Ruth Shinnick Trilogy Escrow (15) None (1) 12/01/99 3/7/01 15,947 Yankees Trilogy Escrow (15) None (1) 12/01/99 3/7/01 10,000 Calvo Family Trilogy Escrow (15) None (1) 12/01/99 Spendthrift Trust (AmeriNet Group) 3/7/01 16,947 Robert Pozner Trilogy Escrow (15) None (1) 12/01/99 3/23/01 (15,947) Yankees returned- issued wrong number of Trilogy Escrow (15) None (1) 12/01/99 shares on 3/7/01 3/23/01 5,000 Carrington Capital Yankees compensation None (1) 12/1/99 Trilogy Escrow (15) 3/23/01 1,947 Yankees Trilogy Escrow (15) None (1) 12/1/99 3/31/01 12,479,522 TOTAL 4/26/01 (500,380) Michael Caputa Return of shares pursuant to WRI settlement agreement (13) 5/14/01 7,720 Frontline Processing settlement on behalf None (1) of Umile and Gleason AITC 5/3/01 484,752 Yankees Yankees exercise of warrant (21) (4) (2) 5/3/01 1,000,000 Calvo Family Yankees exercise of warrant (4) (2) and distributed shares back to its stockholders (21) 5/3/01 1,000,000 Tucker Family Yankees exercise of warrant and (2) distributed shares back to its stockholders (21) 5/23/01 10,000 Edward C. Dmytryk escrow agent for WRI and (2) PriMed agreement 5/28/01 173,908 Coast To Coast Realty, Inc. Services as corporation information (2) spokesperson May 2000 to May 2001 5/28/01 220,000 Bolina Trading Corp conversion of debt to equity (2) $55,000 @$0.25 5/28/01 10,000 SKRD Trading Corp Conversion of preferred to common 5/28/01 90,680 Vanessa H. Lindsey Conversion of preferred to common 5/28/01 16,660 Edward C. Dmytryk Conversion of preferred to common 5/28/01 666,680 Robert Pozner Conversion of preferred to common 5/31/01 227,860 K. Walker Conversion of preferred to common 5/31/01 480,000 Bolena Conversion of preferred to common 5/31/01 600,000 Calvo Family Conversion of preferred to common 5/31/01 5,193,340 Yankees Conversion of preferred to common 5/31/01 186,680 Debra Elenson Conversion of preferred to common 5/31/01 166,680 Jonathan Eichner Conversion of preferred to common 5/31/01 166,680 Scott Heicken Conversion of preferred to common 5/31/01 450,400 Palm Air Conversion of preferred to common 5/31/01 26,660 Leonard M. Tucker Conversion of preferred to common 5/31/01 573,340 Blue Lake Conversion of preferred to common 6/8/01 178,643 Lawrence R. Van Etten compensation and expenses S-8 6/8/01 74,101 George Franjola compensation S-8 6/8/01 90,658 Vanessa H. Lindsey compensation S-8 6/8/01 187,741 Edward C. Dmytryk compensation and expenses S-8 6/8/01 92,216 Douglas L. Wilson compensation S-8 6/8/01 2,000 G. Richard Chamberlin compensation S-8 6/8/01 10,216 David K. Cantley compensation S-8 6/8/01 533,486 K. Walker Finders fee 6/8/01 466,514 Palm Air 6/8/01 650,000 Jonathan Eichner finders fee 6/8/01 650,000 Debra Elenson finders fee 6/8/01 161,622 Calvo Family Spendthrift Trust Yankees exercise of warrant and distributed shares back to its stockholders (21) 6/8/01 161,621 Tucker Family Spendthrift Trust Yankees exercise of warrant and distributed shares back to its stockholders (21) 6/8/01 150,000 Vanessa H. Lindsey Yankees exercised warrant & distributed shares to its employees (21) 6/8/01 100,000 Edward C. Dmytryk Yankees exercised warrant (21) 6/8/01 20,000 Sally Stroberg Yankees exercised warrant & distributed shares to its employees (21) 6/8/01 20,000 Nancy Malonari Yankees exercised warrant & distributed shares to its employees (21) 6/8/01 20,000 Warren Hirt Yankees exercised warrant & distributed shares to its employees (21) 6/8/01 5,000 Jennifer Mitchem Yankees exercised warrant & distributed shares to its employees (21) 6/8/01 (5,000) Sara Sanders AmeriNet purchased shares for $1500
27,300,000 total common stock outstanding (1) Section 4(2) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. In addition, each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information. (2) Section 4(6) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. Each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information; and, a Form D reporting the transaction was filed with the Commission. (3) Section 4(1 1/2 ) of the Securities Act. The transaction involved a private sale of restricted securities under the exemption commonly referred to as the Section 4 1 1/2 exemption. The recipient receives restricted securities but, if obtained from a person not deemed a control person under Commission Rule 144, the recipient is permitted to "tack the transferor's holding period" for purposes of Commission Rule 144. (4) No commissions or discounts were paid to anyone in conjunction with the sale of the foregoing securities, except that Yankees exercised preferential subscription rights granted by our company in Yankees' consulting agreement or that it may be entitled to compensation based on the terms of its consulting agreement with our company. (5) Part of a private placement of 1,750,000 shares of our company's common stock required to raise emergency capital for our company and to induce Yankees to provide services to our company and recruit officers and directors while its consulting agreement with our company was being negotiated. The shares were allocated by Yankees among its stockholders and their families and to three individuals who agreed to serve as members of our company's board of directors (one of whom who also agreed to serve as our company's secretary and general counsel). Consideration was an aggregate of $35,000. (6) Reimbursement for 50,000 shares transferred by the Calvo Family Spendthrift Trust to Carrington Capital Corp., at the request of Edward Granville-Smith, Jr., then our company's sole executive officer and director, in partial consideration for its agreement to assist our company. (7) Consulting assistance pertaining to resumption of trading in our company's securities, including preparation of required disclosure information pursuant to Commission Rule 5c2-11, coordinating with market makers in filing Form 15c2-11 with the NASD and general business advice and assistance. (8) Shares issued to G. Richard Chamberlin, Esquire, a member of our company's board of directors as well as its secretary and general counsel, as additional consideration for services rendered in conjunction with preparation of our company's Form 10-KSB for the year ended December 31, 1998. (9) The shares were issued in a settlement with William A. Calvo, III, for services and related costs provided between 1995 and 1998, prior to the creation of Yankees. The original balance due was approximately $150,000 but the terms of the settlement were not consistent with representations made by our company in conjunction with other transactions at the time. As a result, our company agreed to adjust the compensation by issuance of 150,000 shares of its common stock, originally valued by our company and Mr. Calvo at $3,000, with the remaining balance due being written off in the interests of preserving our company's future business prospects. Mr. Calvo, as a principal of Yankees, had assigned his rights to such shares to Yankees which was responsible for the decision to write-off the remaining balance due. During our company's latest audit, the value was adjusted to $24,000 based on the average of the bid and offering price for our company's common stock ($0.16) on February 18, 1999, the date the agreement was amended, and thereafter, based on comments by the Commission's staff, the difference between the amount owed and such fair market value ($126,000) was treated as additional capital contributed to our company by Mr. Calvo. (10) Shares of common stock issued to former stockholders of American Internet who were officers or directors thereof in exchange for their American Internet shares and to Yankees and its designees pursuant to the terms of its consulting agreement with our company in consideration for its role in arranging the acquisition (after material reductions based on American Internet's failure to meet its performance projections and inaccuracies in certain pre-acquisition representations by American Internet's management). (11) Shares issued to Xcel in lieu of interest on a $75,000 loan (15,000 shares) and to Yankees for having pledged 35,000 shares of our company's common stock as security for such loan (7,000 shares). (12) Shares issued to Internet Stock Trading School pursuant to the terms of the Equipment Purchase Agreement (13) On November 12, 1999, WRI was merged into American Internet with all of WRI's capital stock canceled and converted into 531,000 shares of our company's's common stock. In addition, the former WRI stockholders were granted the right to receive up to 150,000 additional shares of our company's common stock, based on WRI's performance over a three year period. 500,380 shares were returned by Michael Caputa pursuant to the terms of a settlement agreement. (14) Pursuant to the terms of its consulting agreement with our company, Yankees was entitled to compensation in an amount equal to 10% of the consideration received by the former WRI stockholders, for its services in arranging for the acquisition of WRI. As contemplated in its consulting agreement, a portion of such compensation was assigned by Yankees to persons who provide it with assistance in performing its services. In addition, Yankees voluntarily assigned 6,231 shares to Lynn Popitti, a former stockholder in American Internet. (15) Shares issued in exchange for all of Trilogy's capital stock, 1,105,726 of the shares returned by Mr. and Mrs. Berardi pursuant to the terms of a settlement agreement. (16) Pursuant to the terms of its consulting agreement with our company, Yankees was entitled to compensation in an amount equal to 10% of the consideration received by the former Trilogy stockholders, for its services in arranging for the acquisition of Trilogy, half of which was assigned by Yankees to Robert Harris Pozner in consideration for his assistance in conjunction with the acquisition. (17) On May 31, 2000, our company entered into a settlement agreement with Xcel Associates, Inc. A copy of the settlement agreement was filed as an exhibit to a current report on Form 8-K filed with the Commission on June 15, 2000 (18) Shares of common stock issued to Gerald A. and Leigh A. Cunningham, former stockholders of Lorilei who were officers or directors thereof, in exchange for their Lorilei shares and to Yankees and its designees pursuant to the terms of its consulting agreement with our company in consideration for its role in arranging the acquisition. A portion of the shares are being held by Yankees as escrow agent (114,504 shares) and by Bruce Brashear, Esquire as escrow agent (80,916 shares). Pursuant to the terms of its consulting agreement with our company, Yankees is entitled to compensation in an amount equal to 10% of the consideration received by the former Lorilei stockholders, for its services in arranging for the acquisition of Lorilei, of which was assigned by Yankees to others. (19) On December 11, 1998, Mr. Scimeca received options to purchase 200,000 shares of our company's common stock, at an exercise price of $0.02 per share as his only compensation from our company for services in all capacities. Mr. Scimeca transferred all of his rights to our company's securities, including those reflected in this table, to Palmair, Inc., a Bahamian corporation, with an address at 55 Frederick Street, Box CB-13039; Nassau, Bahamas ("Palmair"). Chrisje Gentis-VerMeulen, an individual with an address at Brouwrij 8; Breukelen (UTR) 3621, The Netherlands ("Ms. Gentis-VerMeulen"), is listed as the record stockholder and director of Palmair. The option was exercised by Palmair, Inc. on April 8, 2000. (20) At the issuers request, Yankees converted $98,5000 of debt to equity ( a total of 788,000 shares of common stock ). A portion of the 788,000 shares received by Yankees was given to persons by Yankees. (21) Option to purchase 12.5% of our company's outstanding and reserved capital stock (including all securities convertible into capital stock) outstanding or reserved, measured immediately following exercise of the option, in consideration for an aggregate of $90,000. The option was originally granted during November of 1998 and covered 10% of our company's outstanding or reserved common stock only, with the exercise price being $60,000. It was granted as a portion of consideration granted to Yankees under its consulting agreement with our company, in exchange for Yankees agreement to forego hourly and document licensing fees for a period of 365 days. During November of 1999, our company requested that the consulting agreement be renegotiated to extend for another year the waiver of Yankees' hourly and document licensing fees and in conjunction with the resulting amendment, the current terms were adopted. The amendment was disclosed in a report on Commission Form 8-K filed by our company on December 16, 1999. The number of shares issuable cannot be determined with certainty, The transaction and option agreement are more fully described in our company's report on Form 10-QSB for the quarter ended September 30, 1998, its Form 10- KSB for the years ended December 31, 1998 and June 30, 1999, and the report on Form 8-K filed on December 16, 1999. It has been assumed that the option will cover 2,500,000 shares since only 20,000,000 shares of common stock are authorized; however, the number may be different based on the actual number of outstanding and reserved shares of capital stock. (actual certificate was for 2,484,752 shares) List of Preferred Shares Issued as of May 15, 2001 Date $ No. of Certific Stockholders Name & $ paid Date of From Whom To Whom Shares are Certific # of received Shares & ate No. address per share Transfe transferred Transferred ate # Shares & Date Signed & Issued subscripti Exempti on agree. on # 7-3-00 6,000 yes 22 (2) Bolina Trading Corp. S.A. $5.00 ($30,000) 7-7-00 3,600 yes 23 (2) Bolina Trading Corp. S.A. $5.00 ($18,000) 7-27-00 8,000 yes 24 (2) Bolina Trading Corp. S.A. $5.00 ($40,000 8-15-00 46,000 yes 14 (2) The Yankee Companies, Inc. $2.50 * ($115,000 8-15-00 3,393 yes 15 (2) K. Walker Ltd. $5.00 * ($16,965) 8-30-00 5,920 yes 16 (2) PalmAir, Inc. $5.00 ($29,600) 10-5-00 100,000 (2) The Yankee Companies, Inc. $2.50 * 10-5-00 Yankees Bolina Trading Corp. S.A. 25 6,400 yes ("Yankees")($250,000 10-5-00 Yankees Vanessa H. Lindsey 18 500 10-5-00 Yankees PalmAir, Inc. 20 6,600 10-5-00 Yankees Debra Ellenson 21 1,000 10-5-00 Yankees Yankees 17 85,500 11-13-00 27,797 yes (2) Yankees $2.50 * 11-13-00 Yankees Palm Air 02 2,000 ($64,492.50) 11-13-00 Yankees Vanessa Lindsey 03 797 11-13-00 Yankees Yankees 01 25,000 11-13-00 16,000 yes (2) Yankees $2.50 * ($40,000) 12-15-00 30,000 yes (2) Yankees $2.50* 12-5-00 Yankees Vanessa Lindsey 05 1,000 ($75,000) 12-5-00 Yankees PalmAir, Inc. 06 2,000 12-5-00 Yankees Yankees 04 27,000 1-31-01 5,000 yes (2) Yankees $10,000 1-31-01 Yankees Debra Elenson 08 5,000 January compensation 1-31-01 10,000 yes (2) Yankees $2.00* 1-31-01 Yankees Jonathan Eichner 09 5,000 ($20,000) 1-31-01 Yankees Scott Heicken 10 5,000 1/29/01 1,333 (2) Leonard M. Tucker $1.50 ($2,000) 2/28/01 10,000 yes 36 (2) Blue Lake Capital Corp. $1.50 ($15,000) 2/28/01 12,000 yes 28 (2) Yankees $1.50 ($18,000) 2/28/01 6,667 yes (2) Yankees $1.50 2/28/01 Yankees K. Walker, Ltd. 29 2,500 ($10,000) February compensation 2/28/01 Yankees PalmAir, Inc. 30 2,500 2/28/01 Yankees Vanessa Lindsey 31 834 2/28/01 Yankees Edward Dmytryk 33 833 3/1/01 10,000 yes 35 (2) Calvo Family Spendthrift Trust $1.50 ($15,000) 3/31/01 6,667 yes (2) Yankees $1.50 3/31/01 Yankees K. Walker, Ltd. 29 4,000 ($10,000) March compensation 3/31/01 Yankees SRKD Trading Corp. 34 500 2500 N. Military Trail, Suite 240; Boca Raton, FL 33431 3/31/01 Yankees Vanessa Lindsey 31 667 3/31/01 Yankees Yankees 28 1,500 3/31/01 89,072 yes (2) Yankees $1.50 3/31/01 Yankees PalmAir 30 3,500 ($133,608) 3/31/01 Yankees K. Walker 29 1,500 3/31/01 Yankees Vanessa Lindsey 31 736 3/31/01 Yankees Yankees 28 83,336 (3) Yankees took shares from cert 3/16/01 Yankees Robert Pozner (33,334) # ____ and had it issued (3) Yankees took shares from cert 3/19/01 Yankees Debra Ellenson (3,334) # ____ and had it issued (3) Yankees took shares from cert 3/19/01 Yankees Scott Heicken (3,334) # ____ and had it issued (3) Yankees took shares from cert 3/19/01 Yankees Jonathan Eichner (3,334) # ____ and had it issued 3/31/01 14,667 yes 36 (2) Blue Lake Capital $1.50 ($22,000) 3/31/01 1,333 yes 35 (2) Calvo Family $1.50 ($2,000) 4/10/01 6667 (2) Calvo Family $1.50 ($10,000) 4/10/01 4,000 36 (2) Blue Lake $1.50 ($6,000) 4/24/01 4,000 (2) Calvo Family $1.50 ($6,000) 4/27/01 4,000 (2) Calvo Family $1.50 ($6,000) 4/30/01 6,667 (2) Yankees $10,000 compensation for April 5/3/01 (6667) 04 Yankees cashless 5/3/01 Yankees received exercise 20,333 shares back of warrant from certificate # 4 which was originally for 27,000 shares 5/701 4,000 (2) Calvo Family $1.50 ($6,000) 5/31/01 6667 (2) Yankees $1.50 ($10,000) May compensation 5/25/01 (500) SKRD Trading Corp. (4) 5/25/01 (4534) Vanessa Lindsey (4) 5/25/01 (833) Edward C. Dmytryk (4) 5/25/01 (33,334) Robert Pozner (4) 5/31/01 (24,000) Bolina Trading Corp (4) 5/31/01 (1,333) Leonard M. Tucker (4) 5/31/01 (22,520) PalmAir, Inc. (4) 5/31/01 (11,393) K. Walker (4) 5/31/01 (9,334) Debra Elenson (4) 5/31/01 (28,667) Blue Lake capital (4) 5/31/01 (30,000) Calvo Family (4) 5/31/01 (8,334) Scott Heicken (4) 5/31/01 (8,334) Jonathan Eichner (4) 5/31/01 (259,667) Yankees (4)
0 shares outstanding * certificate numbers 11, 12, 13, 19 are all voided and cancelled. (1) Section 4(2) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. In addition, each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information. (2) Section 4(6) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. Each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information; and, a Form D reporting the transaction was filed with the Commission. (3) Section 4(1 1/2 ) of the Securities Act. The transaction involved a private sale of restricted securities under the exemption commonly referred to as the Section 4 1 1/2 exemption. The recipient receives restricted securities but, if obtained from a person not deemed a control person under Commission Rule 144, the recipient is permitted to "tack the transferor's holding period" for purposes of Commission Rule 144. (4) Converted preferred shares to Common. Exhibit 3.2C4 Comment Letters from the Securities & Exchange Commission The company received a notice from the Securities and Exchange Commission on March 15, 2001, suggesting that an S-3 would be inappropriate to file: "because we failed to meet the requirements for the use of this form, specifically General Instruction 1.B.3." Park City Group has been provided a copy of the letter from the Commission. Exhibit 3.2E Pending & Threatened Litigation AmeriNet is not aware of any threatened litigation, except that one of its directors, J. Bruce Gleason has refused to sign a termination and settlement agreement based on the following allegation, which management refutes: J. Bruce Gleason, a member of AmeriNet's board through an acquisition, indicated that he feels he is owed approximately $32,000 from AmeriNet. Ed Dmytryk showed existing documents and information pertaining to this claim and the Board determined that there was no cause for the Board to settle. However a compromise was offered and Mr. Gleason refused the compromise. A copy of the letter from Bruce Gleason's attorney and his partner, Mr. Umile, have been provided to Park City Group. AmeriNet, Inc., a Delaware corporation, owns the trademark for AmeriNet, AmeriNet and Design. In August of 1999, AmeriNet, Inc. threatened action if AmeriNet Group.com, Inc. continued using the abbreviated form of AmeriNet in its communication. In April of 2001, Ed Dmytryk, talked to both AmeriNet, Inc's lawyer and president and discussed the pending acquisition of Park City Group. The president of AmeriNet, Inc. indicated that if the acquisition took place there would be no further action on their behalf as long as AmeriNet Group.com, Inc.'s name changed, as agreed to by Park City Group. A copy of the letter from AmeriNet, Inc's lawyer has been provided to Park City Group. AmeriNet of Michigan, a Michigan corporation, owns the trademark for AmeriNet In December of 1999, AmeriNet of Michigan assured AmeriNet Group.com, Inc. that they would continue to monitor the situation and will take appropriate action to protect its rights if any actual confusion occurs between our company and their company. A copy of the letter from AmeriNet of Michigan's lawyer has been provided to Park City Group. Exhibit 3.2F Tax Obligations and Liens 1. The exceptions apply to AmeriNet only and not to its subsidiaries since there will be no subsidiaries at closing, however some of AmeriNet's subsidiaries have not filed tax returns. (ie. Lorilei Communications, Inc. & and AmeriNet Communications, Inc. ) 2. AmeriNet's tax returns for 1999 and 2000 were filed in April of 2001. 3. Payroll taxes to the IRS for the 2nd quarter will need to be paid up to the date of closing. Exhibit 3.2H Liabilities & Obligations 1. There is a liability to officers and consultants to issue approximately 635,575 shares of common stock. 2. All outstanding options and warrants as reflected in Exhibit 3.2B should be considered a liability 3. All outstanding registration rights as reflected in Exhibit 3.2B4 should be considered a liability 4. A copy of the consulting agreement between Funds America Finance Corporation and AmeriNet has been provided to Park City. The only AmeriNet obligation that will survive closing is the obligation to provide a shareholders list. 5. A copy of the consulting agreement between PriMed Technologies, Inc., AmeriNet and Liberty Transfer Co. has been provided to Park City. The only AmeriNet obligation that will survive closing is the obligation to provide a shareholders list. 6. Liability to pay Liberty Transfer Co. for services as transfer agent. 7. All tax obligations reflected in Exhibit 3.2F should be considered a liability. 8. Payroll to employees will be paid up to the date of closing. 9. Contract with Hamilton Lehrer & Dargan, P.A. 10. Contract with Jericho Capital Corp. 11. A claim from Bruce Gleason to pay him $32,000 and return 930,000 shares of AmeriNet's common stock. See Exhibit 3.2E Litigation. Exhibit 3.2J Leases AmeriNet has no leases. Exhibit 3.2K2 Insurance Policies and Fidelity Bonds AmeriNet has no insurance policies or fidelity bonds. Exhibit 3.2L Contracts and Commitments (i) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any collective bargaining agreement or contract with any labor union: Not Applicable (ii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any bonus, pension, profit sharing, retirement, or other form of deferred compensation plan: - - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective January 1, 2000with award certificates - - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective March 8, 2000 Filed on 10/22/99 10-KSB - - *Non-Qualified Stock Option & Stock Incentive Plan, 2001, effective January 1, 2001 with award certificates - - AmeriNet Communications, Inc. Stock Option Plan, effective October , 2000 Filed on 01/05/01 8-K - - Agreement to Adopt Stock Option Plan, dated 12/22/00 Filed 12/21/00 8-K - - Corporate Director Agreement - Cantley, David K., dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Chamberlin, Richard, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Champion, Charles, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Dmytryk, Edward, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Gleason, Bruce, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Joffe, Anthony, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Lindsey, Vanessa, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Van Etten, Larry, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement- Wilson, Douglas, dated 12/21/00 filed on 01/05/01 8-K - - *Common Stock Purchase Warrant - Cantley, David K, dated 06/26/00 - - *Common Stock Purchase Warrant - Cantley, David K., dated 04/03/01 - - *Common Stock Purchase Warrant - Jordan, Michael, dated 06/26/00 - - *Common Stock Purchase Warrant - Lipson, Saul B., dated 06/26/00 - - *Common Stock Purchase Warrant - Lindsey, Vanessa H., dated 06/26/00 - - *Common Stock Purchase Warrant - Van Etten, Lawrence, dated 06/26/00 (iii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any medical insurance or similar plan or practice, whether formal or informal: Not applicable (iv) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any contract for the employment of any officer, employee, or other person on a full-time or consulting basis or relative to severance pay or change-in-control benefits for any such person: - - *Agreement with PriMed Technologies, Inc, AmeriNet and Liberty, dated 5/31/01 - - Consulting Agreement with Market Force, Inc. - dated 4/26/01 - - Strategic Consulting Agreement with Yankee Companies - dated 12/29/00 Filed 01/05/01 8-K - - Consulting Agreement, Amended - Yankees, dated 11/23/99 Filed 12/12/99 8-K - - *Consulting Agreement - Funds America, dated 08/04/99 Filed 12/31/98 10-KSB - - Contract of Service Agreement-Trinity Venture, dated 03/26/01 - - Corporate Information Service Agreement - Scimeca, Charles, dated 03/06/01 - - Corporate Information Service Agreement - Wall Street Watch, dated 03/13/01 - - Corporate Secretary Agreement - Lindsey, Vanessa, dated 01/11/00 Filed 01/05/01 8-K - - Director & Officer Superseder & Settlement Agreement - Cantley, David - - Director & Officer Superseder & Settlement Agreement - Chamberlin, dated 04/26/01 - - Director & Officer Superseder & Settlement Agreement - Dmytryk, dated 04/09/01 - - Director & Officer Superseder & Settlement Agreement - Franjola, dated 04/26/01 - - Director & Officer Superseder & Settlement Agreement - Lindsey, dated 04/06/01 - - Director & Officer Superseder & Settlement Agreement - Van Etten, dated 04/10/01 - - Director & Officer Superseder & Settlement Agreement - Wilson, dated 04/11/01 - - Employment Agreement - Cantley, David, dated 02/17/00 until 06/30/01 Filed 10/13/00 10-K - - Employment Agreement- Jordan, Michael, dated 08/19/99 Filed 08/24/99 8-K - - Employment Agreement- Van Etten, Lawrence, dated 05/22/00,Filed105130/00 8-K - - Retainer Letter Agreement - Chamberlin, dated 03/13/01 (v) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any agreement or indenture relating to the borrowing of money in excess of $2,000 or to mortgaging, pledging or otherwise placing a lien on any assets of AmeriNet which has a fair market value in excess of $5,000 in the aggregate: - - Convertible Loan Agreement, dated 5/7/01 - - Loan & Security Agreement - The Yankee Companies, dated 05/05/00 Filed 05/15/00 10-QSB - - Full Recourse Secured Promissory Note - Yankees, dated 05/05/00 Filed 05/15/00 10-QSB - - Promissory Note - AmeriNet/Lorilei, dated 10/12/00 Filed 11/02/00 8-K - - Promissory Note-AmeriNet/ PriMed, dated 01/17/01 (vi) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection: - - Convertible Loan Agreement, dated 5/7/01 - - Loan & Security Agreement - The Yankee Companies, dated 05/05/00,Filed 05/15/00 10-QSB - - Full Recourse Secured Promissory Note - Yankees, dated 05/05/00, Filed 05/15/00 10-QSB (vii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any lease or agreement under which it is lessor of, or permits any third party to hold or operate, any property, real or personal: Not applicable (viii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a purchase price in excess of $2,000: Not applicable (ix) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any contract or group of related contracts with the same party for the sale of products or services, under which the undelivered balance of such products and services has a sales price in excess of $2,000: Not applicable (x) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any franchise agreement: Not applicable (xi) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any other agreement material to AmeriNet's business or not entered into in the ordinary course of business: - - Agreement to Assign Claims - Yankees/AmeriNet, dated 05/04/01 - - Assignment of Claims, dated 05/04/01 - - Assignment and Transfer of Bankruptcy Claim #18, dated 05/04/01 - - Assignment and Transfer of Bankruptcy Claim #20, dated 05/04/01 - - Cisco Reseller Agreement, dated 02/09/01 - - Conversion Agreement - Blue Lake Capital Corp, dated 02/28/01 filed on 05/15/01 10-Q - - Conversion Agreement - Blue Lake Capital Corp, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Blue Lake Capital Corp., dated 04/10/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/01/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/01/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/24/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/27/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 05/07/01 filed on 05/15/01 10-Q - - Conversion Agreement - K. Walker, LTD., dated 08/15/00 filed on 05/15/01 10-Q - - Conversion Agreements - Tucker, Lenny, dated 01/29/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 06/30/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 08/15/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 10/05/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 11/13/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 12/05/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement-Yankees, dated 4/30/01 filed on 05/15/01 10-Q - - Conversion Agreement-Yankees, dated 5/31/01 filed on 05/15/01 10-Q - - License Agreement - Yankees, dated 02/09/00 Filed 12/31/99 10-Q - - License Agreement, Amendment - Yankees/WRI, dated 04/16/01 Filed 04/30/01 8-K - - License Transfer Agreement, dated April 16, 2001 - - Reorganization Agreement - Lorilei, dated 05/11/00 Filed 05/30/00 8-K - - Recission Agreement - Vista Vacation, dated 07/12/00 Filed 08/15/00 8-K - - Settlement Agreement - Frontline Processing, dated 04/15/01 - - Subscription Agreement - Bolina Trading Corp.,dated 07/04/00 Filed on 05/15/01 - - Subscription Agreement - Bolina Trading Corp.,dated 07/07/00 Filed on 05/15/01 - - Subscription Agreement - Bolina Trading Corp.,dated 07/27/00 Template filed on 05/15/01 - - Subscription Agreement - Franjola, George, dated 06/06/00 - - Subscription Agreement - Franjola, John, dated 06/05/00 - - Subscription Agreement - K. Walker, Ltd., dated 06/07/00 - - Subscription Agreement - K. Walker, Ltd., dated 06/07/00 - - Subscription Agreement - Palmair, Inc., dated 08/30/00 Filed on 05/15/01 8-KSB - - Subscription Agreement - Van Etten, Lawrence, dated 06/08/00 - - Subscription Agreement - Van Etten, Linda, dated 06/08/00 - - Subscription Agreement - Van Etten, Lawrence and Linda, dated 06/08/00 - - Subscription Agreement - The Yankee Companies, dated 06/16/00 - - Superseder & Exchange Agreement - Trilogy, dated 06/30/00 Filed 07/17/00 8-K - - Superseder & Exchange Agreement - WRI, dated 01/26/01 Filed 02/08/01 8-K - - Superseder & Settlement Agreement - Xcel, dated 05/31/00 Filed 06/15/00 8-K - - Superseder and Termination Agreement -Yankees, dated 5/25/01 - - Warrant Agreement, Amended - Elenson, Debra , dated 5/22/01 - - Warrant Agreement, Amended - Eichner, Jonathan - dated May 23, 2001 - - Warrant Agreement - The Yankee Companies, dated 11/23/99 Filed 05/11/01 8-K - - Warrant Agreement, Amended Supplement, dated 04/30/01 Filed 05/11/01 8-K - - *Warrant Agreement, Yankees, dated 5/2/01 - - *Warrant Agency Agreement, Yankees/Liberty, dated 5/25/01 - - Weekly Stock Picks.com, dated 03/07/01 - - Letter of Intent, dated 12/13/00 - - *Hamilton Lehrer & Dargan, P.A. - *Jericho Capital Corp. * This agreement will remain in effect after the closing of the Park City Group/AmeriNet reorganization. Exhibit 4.3C Consents 1. A copy of the annual stockholders meeting minutes, dated December 21, 2001, have been provided to Park City. 2. A copy of the Board minutes dated May 18, 2001, have been provided to Park City. 3. See exhibit 3.2L for a copy of the termination agreement between AmeriNet and Yankees. Exhibit 5.2D Legal Opinion EX-2.3 4 exb_2-3.txt SECOND AMENDMENT TO REORGANIZATION AGREEMENT SECOND AMENDMENT TO REORGANIZATION AGREEMENT This Second Amendment to Reorganization Agreement ("Second Amendment") is entered into as of the 13th day of June, 2001, by and between AMERINET GROUP.COM, INC., a Delaware corporation ("AmeriNet"); and RANDALL K. FIELDS, a Utah resident, and RIVERVIEW FINANCIAL CORP., a California corporation (collectively, the "Park City Group's Participants "). RECITALS WHEREAS, AmeriNet and the Park City Group's Participants previously entered into that certain Reorganization Agreement, dated May 31, 2001, as amended on June 11, 2001 (the "Reorganization Agreement"); and WHEREAS, AmeriNet and the Park City Group's Participants desire to further amend the Reorganization Agreement as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AmeriNet and the Park City Group's Participants agree that the Reorganization Agreement shall be amended as follows: 1. Definitions. Terms used in this Second Amendment and not otherwise defined herein shall have the same meanings as are set forth for such terms in the Reorganization Agreement. 2. Warrants and Debt Surviving Closing. The Reorganization Agreement contemplates the survival beyond Closing of a Yankees warrant to purchase up to 1,000,000 shares of AmeriNet common stock at an exercise price of $.22 per share. The Parties agree that (a) prior to or concurrently with the Closing, Yankees will deliver said warrant to purchase up to 1,000,000 shares of AmeriNet common stock to AmeriNet and the warrant and the related agency agreement will be cancelled; (b) in consideration of the surrender and cancellation of the warrant, the repayment of amounts paid by Yankees or its affiliates, on behalf of AmeriNet, representing legal, accounting and other closing costs, up to an aggregate maximum amount of $60,000, will be an obligation of AmeriNet and will survive the Closing; and (c) subsequent to the Closing, AmeriNet will issue to Yankees or its affiliates, and Yankees or its affiliates agrees to accept in full payment of the amounts carried over and described in Subsection 2(b) hereof, a number of shares of unregistered AmeriNet common stock (rounded to the next share to avoid fractional shares) equal to such amount divided by $.17 per share, for a maximum of 352,942 shares. Any provisions of the Reorganization Agreement which are contrary to or inconsistent with the foregoing are hereby amended, and shall be construed, so as to be consistent herewith. 3. AmeriNet Exhibits. The AmeriNet's Exhibits are hereby amended in their entirety as attached hereto as Exhibit A. 4. No Other Amendment. Except as expressly amended pursuant to this Second Amendment, the terms of the Reorganization Agreement shall remain in full force and effect. 5. Counterparts. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first set forth above. AMERINET GROUP.COM, INC., a Delaware corporation By: /s/ Edward Dmytryk Its: President RANDALL K. FIELDS, a Utah resident /s/ Randall K. Fields RIVERVIEW FINANCIAL CORP., a California corporation By: /s/ Randall K. Fields Its: President Section 2 of this Agreement Acknowledged and Consented to by Yankees, for itself and its affiliates YANKEES COMPANIES, INC., a Florida corporation By: /s/ Leonard Tucker Its: President EXHIBIT A AMENDED AMERINET EXHIBITS AMERINET'S EXHIBITS AMENDMENT #2 The following Exhibits are being delivered by AmeriNet pursuant to the Reorganization Agreement, dated May 31, 2001, between Randall K. Fields, a Utah resident, Riverview Financial Corp., a California corporation, and AmeriNet Group.com, a Delaware corporation (the "Reorganization Agreement"). Any information disclosed in one Exhibit shall be deemed to be disclosed in all Exhibits to which such information is applicable. References to Articles, Sections, Paragraphs, and Exhibits shall mean the Articles, Sections, Paragraphs and Exhibits of the Reorganization Agreement and/or these Exhibits. These Exhibits are incorporated by reference into and shall be deemed a part of the Reorganization Agreement. No reference in these Exhibits to any agreement or documents shall be construed as an admission or indication to any other party other than Park City Group, Inc. that such agreement or document is enforceable or currently in effect under such agreement or document. No disclosure in these Exhibits relating to any possible breach or violation of any agreement, law, or regulation shall be construed as an admission or indication to any party other than Park City Group, Inc. that any such breach or violation exists or has actually occurred. Exhibit 1.1O Consulting Agreement with Yankees A copy of the consulting agreements between Yankees and AmeriNet has been provided to Park City. Exhibit 3.2B Options & Warrants AmeriNet has established four stock option plans: (1) Non-qualified and incentive stock option plan , effective January 1, 2000; (2) Non-qualified and incentive stock option plan , effective March 8, 2000; (3) 2001 Officers' & Directors' Stock Option Plan, effective as of January 1, 2001; and (4) AmeriNet Communications, Inc. Incentive Stock Option Plan Indenture, effective as of October 1, 2000. Other options and warrants were granted pursuant to acquisitions or to current stockholders. Park City Group has been provided copies of all four plans and all warrants and award certificates. The table provides information related to the options to purchase AmeriNet's common stock as of May 31, 2001. Name Title/ Description Amount Price Granted Exercisable Officers Warrants for Employment Michael Jordan President 100,000w* $0.69w 8/19/99 9/1/00 to 8/31/03 Larry Van Etten President 100,000w* $0.56w 5/22/00 7/1/01 to 6/30/04 Larry Van Etten President 50,000w $0.60w 5/22/00 5/22/00 to 8/19/00 David Cantley CFO 50,000w * $1.4325w 2/17/00 7/1/01 to 6/30/04 50,000w * $0.5625w 5/26/00 7/1/01 to 6/30/04 Vanessa Lindsey Secretary 15,000w * $1.28w 11/11/99 1/1/01 to 12/31/02 Director's Options 2000 Plan dated January 1, 2000 1,000,000 shares Saul B. Lipson Director Audit C 50,000w $1.0625w 10/26/99 1/1/01 to 2/31/02 Michael H. Jordan Director Exec. C 30,000 $1.44 11/4/99 * 12/31/02 Richard Chamberlin Director, Exec. M 25,000 $1.44 11/4/99 * 12/31/02 Anthony Joffe Director , Exec M 35,000 $1.44 11/4/99 * 12/31/02 Ed Dmytryk Director, Audit M 25,000 $1.44 11/4/99 * 12/31/02 David Cantley Director 6,000 $1.44 2/17/00 * 12/31/02 Vanessa Lindsey Director, Exec. M 16,200 $1.44 4/6/00 * 12/31/02 Larry Van Etten Director, Exec. M 12,600 $1.44 5/22/01 * 12/31/02 Bruce Gleason Director 15,000 $1.44 11/4/99 * 12/31/02 TOTALS 470,200 shares left 529,800 * There are 2,000,000 left under the under the plan shares March 31, 2000 plan granted Directors Options January 1, 2001 Option Plan for 1,000,000 shares Doug Wilson Director, Exec. M 9,000 $0.27 4/16/01 4/16/01-12/31/03 Larry Van Etten Director, Exec. M 9,000 $0.27 4/16/01 4/16/01-12/31/03 Vanessa Lindsey Director Exec. M 9,000 $0.27 4/16/01 4/16/01-12/31/03 Ed Dmytryk Director Exec C. 11,000 $0.27 4/16/01 4/16/01-12/31/03 Tony Joffe Director, Audit M 15,000 $0.27 4/16/01 4/16/01-12/31/03 J. Bruce Gleason Director 5,000 $0.27 4/16/01 4/16/01-12/31/03 Richard Chamberlin Director, 5,000 $0.27 4/16/01 4/16/01-12/31/03 David Cantley Director 5,000 $0.27 4/16/01 4/16/01-12/31/03 Charles Champion Director, Audit C 15,000 $0.27 4/16/01 4/16/01-12/31/03 TOTALS 917,000 shares left 83,000 under theplan shares granted Warrants & Options(held by persons involved in acquisition of subsidiaries) Arthur & Joann Trilogy 6,667w $0.75 11/30/99 11/30/99 to 11/30/04 Calabro George Campen Trilogy 3,333w $0.75 11/30/99 11/30/99 to 11/30/04 Antares Capital Trilogy 47,273w $0.75 11/30/99 11/30/99 to 11/30/04 Management Daniel Conroy Trilogy 10,000w $0.75 11/30/99 11/30/99 to 11/30/04 Bill and Dawn Trilogy 5,000w $0.75 11/30/99 11/30/99 to 11/30/04 DeRosa Donald Downs Trilogy 12,667 $0.75 11/30/99 11/30/99 to 11/30/04 Peter Glint Trilogy 13,333w $0.75 11/30/99 11/30/99 to 11/30/04 John Goodman Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Maxwell Trilogy 5,000w $0.75 11/30/99 11/30/99 to 11/30/04 Hazelwood John & Penny Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Holmes Stephen Holmes Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Robert Imparato Trilogy 5,000w $0.75 11/30/99 11/30/99 to 11/30/04 SOG Investments Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Robert & Janet Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Lewis John & Barbara Trilogy 3,333w $0.75 11/30/99 11/30/99 to 11/30/04 Meeks Ronald Musich Trilogy 20,000w $0.75 11/30/99 11/30/99 to 11/30/04 Enid & Bernard Trilogy 10,000w $0.75 11/30/99 11/30/99 to 11/30/04 Rudd James Engstrom Trilogy 6,667w $0.75 11/30/99 11/30/99 to 11/30/04 Jonathan Eichner Investor 50,000w $0.75 3/1/00 to 6/30/02 Debra Elenson Investor 100,000w $0.75 3/1/00 to 6/30/02
* Shares which were granted under the Non-qualified and incentive stock option plan, effective January 1, 2000. w means warrant, all others are options 3.2B4 Registration Rights 1. List of persons with registration rights: Debra Elenson 100,000 shares and 100,000 shares for warrants Jonathan Eichner 100,000 shares and 50,000 shares for warrants Scott Heicken 100,000 shares K. Walker, LTD. 250,001 shares Joseph D. Radcliffe 67,000 shares Hamilton, Lehrer & Dargan, P.A. 50,000 shares However, all such shares have met Rule 144 holding periods, except for the 150,000 shares reserved for warrants and the 50,000 shares for Hamilton, Lehrer & Dargan, P.A. 2. The securities that will be registered on the initial SB-2 filed post closing will include: A. Coast to Coast Realty 173,908 B. Bolina Trading Corp. SA 700,000 C. SKRD Trading Corp. 10,000 D. Vanessa H. Lindsey 90,680 E. Edward Dmytryk 16,660 F. Robert Pozner 666,680 G. K. Walker 761,346 H. Debra Elenson 836,680 I. Jonathan Eichner 816,680 J. Scott Heiken 266,680 K. Palm Air 916,914 L. Larry Holman ( .333 of his 500,000 PC shares converted to ABUY shares ) M. Debra Elenson 100,000 shares for warrant N. Jonathan Eichner 50,000 shares for warrant Exhibit 3.2C3 Financial Representations and Disclosure 3.2C3c(1): Except for the divestiture of AmeriNet's subsidiaries, as required by Park City Group, as a condition to this transaction 3.2C3c(4): Goodwill(an intangible asset) has been and will be materially reduced as a result of the divestitures of AmeriNet's subsidiaries, as required by Park City Group, as a condition to this transaction 3.2C3c(7): Except for distributions of securities as required by Park City Group, as a condition to this transaction 3.2C3c(8): Except for the sale or issuance of AmeriNet's Capital Stock which is sold or granted in the ordinary course of business. However at closing, not more than 27,300,000 shares of common stock will be outstanding. Attached are copies of the common and preferred stock ledgers used by management. 3.2C3c(9): Except for a revolving loan agreement between AmeriNet and the Yankee Companies, Inc.("Yankees"), dated May 5, 2000, and a convertible loan agreement between AmeriNet and Yankees, dated May 7, 2001. However, the revolving loan agreement has been terminated. Copies have been supplied to Park City Group, along with a copy of the termination agreement between AmeriNet and Yankees, dated May 23, 2001. The convertible loan agreement has not yet been terminated, but will be terminated at closing when the outstanding principal will be converted to AmeriNet common stock at $0.17 per share. List of Common Shares Issued from December 1998 to May 31,2001 Date Amount of Subscriber Total Offering Total Registration Effective issued Securities Consideration Discounts or Exemption Date sold Commission relied on 4,166,148 12/9/98 630,000 Blue Lake Capital Corp $0.02 None (2) 11/06/98 12/9/98 108,750 M. Tucker C/F Shayna Tucker $0.02 None (2) 11/06/98 12/9/98 108,750 M. Tucker C/F Montana Tucker $0.02 None (2) 11/06/98 12/9/98 435,000 The Yankee Companies, Inc.("Yankees")$0.02 None (2) 11/06/98 12/9/98 217,500 Calvo Family $0.02 None (2) 11/06/98 12/9/98 50,000 Yankees None (6) (2) 12/9/98 125,000 R. Chamberlin $0.02 None (2) 11/23/98 12/9/98 62,500 Anthony Joffe $0.02 None (2) 11/23/98 12/9/98 62,500 Penny Field $0.02 None (2) 11/23/98 12/9/98 25,000 Carrington None (7) (2) 5/25/99 50,000 Richard Chamberlin for legal services(8) None (2) 05/25/99 5/25/99 47,000 E. Granville Smith settlement Bolina 30,000 None (2) shares and K. Walker 17,000 03/19/99 5/25/99 150,000 Yankees Calvo settlement (9) None (2) 02/18/99 7/26/99 1,769 Lynn Poppitti AITC reorganization (10) (4) (1) 06/25/99 7/26/99 1,105,325 Mike Umile AITC reorganization (10) (4) (1) 06/25/99 7/26/99 1,127,431 Bruce Gleason AITC reorganization (10) (4) (1) 06/25/99 9/29/99 122,500 Yankees AITC reorganization (10) (4) (1) 06/25/99 9/29/99 20,000 Vanessa Lindsey Part of Yankees AITC shares (10) (4) (1) 06/25/99 9/29/99 2,500 Ilene Scheinbart Part of Yankees AITC shares (10) (4) (1) 06/25/99 9/29/99 5,000 Warren Hirt Part of Yankees AITC shares (10) (4) (1) 06/25/99 10/7/99 15,000 Xcel In lieu of interest on $75,000 loan(11) None (2) 09/30/99 10/7/99 (126,238) Bruce Gleason sold his shares to Yankees for $0.25 None (3) 08/25/99 10/7/99 (123,762) Mike Umile sold his shares to Yankees for $0.25 None (3) 08/25/99 10/7/99 242,211 Yankees bought from Gleason and Umile None (3) 08/25/99 10/7/99 7,789 Theodore & Susan Gill part of Yankees bought from None (3) 08/25/99 Gleason and Umile 10/14/99 7,500 Internet Stock School $6,075 of fixed assets (12) None (2) 07/22/99 10/29/99 (841,378) Bruce Gleason AITC Recission None (2) 10/15/99 10/29/99 (841,378) Mike Umile AITC Recission None (2) 10/15/99 11/1/99 190,000 Bolena $0.50 $ 95,000 None (2) 10/28/99 11/12/99 110,000 K. Walker $0.50 $ 55,000 None (2) 10/26/99 11/29/99 (94,602) Yankees AITC Recission None (2) 10/15/99 12/7/99 2,211 Theodore & Susan Gill AITC Stockholder and Exchanging None (2) 9/27/99 stockholders agreement (10) 12/14/99 40,000 Jonathan Eichner $0.50 $ 20,000 None (2) 06/23/99 12/14/99 100,000 Debra Elenson $0.50 $ 50,000 None (2) 06/23/99 12/14/99 40,000 Evelyn Coleitti $0.50 $ 20,000 None (2) 06/23/99 12/14/99 20,000 Debra Elenson $0.50 $ 10,000 None (2) 09/08/99 12/14/99 80,000 Yankees $0.25 $ 20,000 (4) (2) 06/24/99 12/14/99 30,000 Yankees $0.25 $ 7,500 (4) (2) 09/03/99 12/17/99 500,380 Michael Caputa WRI merger None (2) 11/12/99 12/17/99 10,000 J. Grant WRI merger None (2) 11/12/99 12/17/99 10,000 J. Levy WRI merger None (2) 11/12/99 12/17/99 10,620 Source Marketing WRI merger None (2) 11/12/99 12/17/99 13,319 Yankees WRI merger (4) (2) 11/12/99 12/17/99 2,500 Warren Hirt Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 1,000 Ilene Scheinbart Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 3,500 Vanessa Lindsey Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 13,275 Bruce Gleason Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 13,275 Mike Umile Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 6,231 Lynn Poppitti Part of Yankees WRI shares(14) (4) (2) 11/12/99 12/17/99 100,000 Vanessa Radcliffe $0.50 $ 50,000 None (2) 11/10/99 TOTAL 8,164,126 01/04/00 16,000 Arthur Y. & Joann Calabro Trilogy Reorganization (15) None (1) 12/01/99 JTWROS 01/04/00 8,000 George B. Campen Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 113,454 Antares Capital Management, Inc. Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 24,000 Daniel Conroy Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 12,000 Bill & Dawn DeRosaJTWROS Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 31,333 Donald J. Downes Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 32,000 Peter Glint Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 John B. Goodman Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 12,000 Maxwell G. Hazelwood Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 John & Penny R. MaxwellJTWROS Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 Stephen P. Holmes Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 12,000 Bob Imparto Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 SOG Investments, Inc. Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 48,000 Robert M. Lewis & Janet Trilogy Reorganization (15) None (1) 12/01/99 L. Lewis JTWEROS 01/04/00 8,000 John J. Meeks Sr.& Trilogy Reorganization (15) None (1) 12/01/99 Barbara MeeksJTWROS 01/04/00 48,000 Ron Musich Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 24,000 Enid & Bernard Rudd JTWROS Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 16,000 James W. Engstrom Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 841,381 Dennis & Carol Berardi Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 800 Stephen Berardi Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 800 Dale Martin Hernandez Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 576 Sheilla Horan Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 576 Lester Thornhill Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 534 Jane Bicks Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 6,934 David Cantley Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 309 Ann McEver Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 309 Linda Loque Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 412 Ruth Hinnick Trilogy Reorganization (15) None (1) 12/01/99 01/04/00 72,864 Yankees Trilogy Reorganization (16) (4) (1) 12/01/99 01/04/00 90,863 Robert Pozner Part of Yankees shares (4) (1) 12/1/99 for Trilogy Reorg. (16) 01/04/00 18,000 Calvo Family Part of Yankees shares (4) (1) 12/1/99 for Trilogy Reorg (16) 1/12/00 200,000 Yankees $0.25 $ 50,000 (4) (2) 11/19/99 1/21/00 67,000 Joe Radcliffe $0.75 $ 50,250 None (2) 12/16/99 5/2/00 133,334 K. Walker, Ltd. $0.75 $ 100,000 None (2) 01/31/00 5/2/00 100,000 K. Walker, Ltd. $0.75 $ 75,000 None (2) 03/09/00 5/2/00 100,000 K. Walker, Ltd. $0.60 $ 60,000 None (2) 03/23/00 5/2/00 100,000 Jonathan Eichner $0.75 $ 75,000 None (2) 01/31/00 5/2/00 100,000 Scott Heicken $0.75 $ 75,000 None (2) 02/28/00 5/2/00 100,000 Debra Elenson $0.75 $ 75,000 None (2) 01/31/00 5/2/00 200,000 Bolena Trading Corp. S.A.$0.60 $ 120,000 None (2) 03/15/00 6/15/00 200,000 Xcel Associates, Inc. settlement (17) None (2) 05/31/00 6/16/00 4,400 Donald Downes Shares he didn't (4) (1) 12/01/99 originally receive (15) 6/30/00 11,100,005 Total 7/3/00 377,099 Gerald & Leigh Cunningham Lorilei (18) (4) (1) 05/11/00 Reorganization 7/3/00 114,504 Yankees as escrow agent Lorilei reorganization as escrow agent (4) (1) 05/11/00 (18) 7/3/00 80,916 Bruce Brashear, Esquire as escrow agent Lorilei Reorganization as escrow agent (4) (1) 05/11/00 (18) 7/3/00 9,427 Mike Umile Part of Yankees shares (4) (1) 05/11/00 for Lorilei Reorganization (18) 7/3/00 9,427 Bruce Gleason Part of Yankees shares for Lorilei Reorganization (4) (1) 05/11/00 (18) 7/3/00 8,869 George Franjola Part of Yankees shares (4) (1) 05/11/00 for Lorilei Reorganization (18) 7/3/00 4,987 K. Walker, Ltd. Part of Yankees shares (4) (1) 05/11/00 for Lorilei Reorganization (18) 7/3/00 5,000 Larry Van Etten Part of Yankees shares (4) (1) 5/11/00 for Lorilei Reorganization (18) 7/3/00 7,000 Yankees in consideration for use (4) (2) of collateral by Xcel (11) 7/13/00 200,000 Palmair, Inc. $4,000 exercise of warrant (19) None (2) 04/08/00 7/13/00 56,000 Yankees $0.125 $ 7,000 (4) (2) 06/16/00 7/13/00 50,000 George Franjola $0.25 $ 12,500 None (2) 06/05/00 7/13/00 50,000 John Franjola $0.25 $ 12,500 None (2) 06/05/00 7/13/00 12,000 Larry Van Etten $0.25 $ 7,000 None (2) 06/08/00 7/13/00 12,000 Linda Van Etten $0.25 $ 7,000 None (2) 06/08/00 7/13/00 16,000 American Express for Larry Van Etten $0.25 $ 7,000 None (2) 06/08/00 7/13/00 16,000 American Express for Linda Van Etten $0.25 $ 7,000 None (2) 06/08/00 7/13/00 12,129,234 Total 9/12/00 12,129,234 Total 11/8/00 (841,381) Return of Berardi's Stock superseder and exchange agreement None (1) 06/30/00 (15) 12/13/00 700,000 Yankees $0.125 Yankees converted $98, 500 of debt to equity (4) (2) 06/30/00 (20) 12/13/00 20,000 Coast to Coast Realty, Inc. Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 5,000 Vanessa H. Lindsey Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 9,000 George Franjola Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 50,000 Larry Van Etten Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 2,000 Nancy Molinari Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 2,000 Sally Stroberg Part of Yankees conversion (20) (4) (2) 06/30/00 12/13/00 200,000 K. Walker, Ltd. $0.25 $ 50,000 None (2) 05/16/00 12/13/00 16,667 K. Walker, Ltd. $0.60 $ 10,000.20 None (2) 05/16/00 12/31/00 12,292,520 TOTAL 3/7/01 4,000 Arthur Y. & Joann Calabro Trilogy Escrow (15) None (1) 12/01/99 3/7/01 2,000 George Campen Trilogy Escrow (15) None (1) 12/01/99 3/7/01 28,364 Antares Capital Management, Inc. Trilogy Escrow (15) None (1) 12/01/99 3/7/01 6,000 Daniel Conroy Trilogy Escrow (15) None (1) 12/01/99 3/7/01 3,000 Bill & Dawn De Rosa Trilogy Escrow (15) None (1) 12/01/99 3/7/01 8,933 Donald Downes Trilogy Escrow (15) None (1) 12/01/99 3/7/01 8,000 Peter Glint Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 John Goodman Trilogy Escrow (15) None (1) 12/01/99 3/7/01 3,000 Maxwell G. Hazelwood Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 John B. Holmes & Penny R. Mansell Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 Stephen P. Holmes Trilogy Escrow (15) None (1) 12/01/99 3/7/01 3,000 Robert Imparato Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 SOG Investments Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 Robert M. & Janet D. Lewis Trilogy Escrow (15) None (1) 12/01/99 3/7/01 2,000 John L. Meeks & Barbara Meeks Trilogy Escrow (15) None (1) 12/01/99 3/7/01 12,000 Ronald Musich Trilogy Escrow (15) None (1) 12/01/99 3/7/01 6,000 Enid & Bernard Rudd Trilogy Escrow (15) None (1) 12/01/99 3/7/01 4,000 James W. Engstrom Trilogy Escrow (15) None (1) 12/01/99 3/7/01 200 Stephen Berardi Trilogy Escrow (15) None (1) 12/01/99 3/7/01 200 Dale Martin Hernandez Trilogy Escrow (15) None (1) 12/01/99 3/7/01 144 Sheilla Horan Trilogy Escrow (15) None (1) 12/01/99 3/7/01 144 Lester Thornhill Trilogy Escrow (15) None (1) 12/01/99 3/7/01 133 Jane Bicks Trilogy Escrow (15) None (1) 12/01/99 3/7/01 1,733 David K. Cantley Trilogy Escrow (15) None (1) 12/01/99 3/7/01 77 Margaret Mc Ever Trilogy Escrow (15) None (1) 12/01/99 3/7/01 77 Linda Logue Trilogy Escrow (15) None (1) 12/01/99 3/7/01 103 Ruth Shinnick Trilogy Escrow (15) None (1) 12/01/99 3/7/01 15,947 Yankees Trilogy Escrow (15) None (1) 12/01/99 3/7/01 10,000 Calvo Family Trilogy Escrow (15) None (1) 12/01/99 Spendthrift Trust (AmeriNet Group) 3/7/01 16,947 Robert Pozner Trilogy Escrow (15) None (1) 12/01/99 3/23/01 (15,947) Yankees returned- issued wrong number of Trilogy Escrow (15) None (1) 12/01/99 shares on 3/7/01 3/23/01 5,000 Carrington Capital Yankees compensation None (1) 12/1/99 Trilogy Escrow (15) 3/23/01 1,947 Yankees Trilogy Escrow (15) None (1) 12/1/99 3/31/01 12,479,522 TOTAL 4/26/01 (500,380) Michael Caputa Return of shares pursuant to WRI settlement agreement (13) 5/14/01 7,720 Frontline Processing settlement on behalf None (1) of Umile and Gleason AITC 5/3/01 484,752 Yankees Yankees exercise of warrant (21) (4) (2) 5/3/01 1,000,000 Calvo Family Yankees exercise of warrant (4) (2) and distributed shares back to its stockholders (21) 5/3/01 1,000,000 Tucker Family Yankees exercise of warrant and (2) distributed shares back to its stockholders (21) 5/23/01 10,000 Edward C. Dmytryk escrow agent for WRI and (2) PriMed agreement 5/28/01 173,908 Coast To Coast Realty, Inc. Services as corporation information (2) spokesperson May 2000 to May 2001 5/28/01 220,000 Bolina Trading Corp conversion of debt to equity (2) $55,000 @$0.25 5/28/01 10,000 SKRD Trading Corp Conversion of preferred to common 5/28/01 90,680 Vanessa H. Lindsey Conversion of preferred to common 5/28/01 16,660 Edward C. Dmytryk Conversion of preferred to common 5/28/01 666,680 Robert Pozner Conversion of preferred to common 5/31/01 227,860 K. Walker Conversion of preferred to common 5/31/01 480,000 Bolena Conversion of preferred to common 5/31/01 600,000 Calvo Family Conversion of preferred to common 5/31/01 5,193,340 Yankees Conversion of preferred to common 5/31/01 186,680 Debra Elenson Conversion of preferred to common 5/31/01 166,680 Jonathan Eichner Conversion of preferred to common 5/31/01 166,680 Scott Heicken Conversion of preferred to common 5/31/01 450,400 Palm Air Conversion of preferred to common 5/31/01 26,660 Leonard M. Tucker Conversion of preferred to common 5/31/01 573,340 Blue Lake Conversion of preferred to common 6/8/01 178,643 Lawrence R. Van Etten compensation and expenses S-8 6/8/01 74,101 George Franjola compensation S-8 6/8/01 90,658 Vanessa H. Lindsey compensation S-8 6/8/01 187,741 Edward C. Dmytryk compensation and expenses S-8 6/8/01 92,216 Douglas L. Wilson compensation S-8 6/8/01 2,000 G. Richard Chamberlin compensation S-8 6/8/01 10,216 David K. Cantley compensation S-8 6/8/01 533,486 K. Walker Finders fee 6/8/01 466,514 Palm Air 6/8/01 650,000 Jonathan Eichner finders fee 6/8/01 650,000 Debra Elenson finders fee 6/8/01 319,122 Calvo Family Spendthrift Trust Yankees exercise of warrant and distributed shares back to its stockholders (21) 6/8/01 319,121 Tucker Family Spendthrift Trust Yankees exercise of warrant and distributed shares back to its stockholders (21) 6/8/01 (5,000) Sara Sanders AmeriNet purchased shares for $1500
27,300,000 total common stock outstanding (1) Section 4(2) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. In addition, each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information. (2) Section 4(6) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. Each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information; and, a Form D reporting the transaction was filed with the Commission. (3) Section 4(1 1/2 ) of the Securities Act. The transaction involved a private sale of restricted securities under the exemption commonly referred to as the Section 4 1 1/2 exemption. The recipient receives restricted securities but, if obtained from a person not deemed a control person under Commission Rule 144, the recipient is permitted to "tack the transferor's holding period" for purposes of Commission Rule 144. (4) No commissions or discounts were paid to anyone in conjunction with the sale of the foregoing securities, except that Yankees exercised preferential subscription rights granted by our company in Yankees' consulting agreement or that it may be entitled to compensation based on the terms of its consulting agreement with our company. (5) Part of a private placement of 1,750,000 shares of our company's common stock required to raise emergency capital for our company and to induce Yankees to provide services to our company and recruit officers and directors while its consulting agreement with our company was being negotiated. The shares were allocated by Yankees among its stockholders and their families and to three individuals who agreed to serve as members of our company's board of directors (one of whom who also agreed to serve as our company's secretary and general counsel). Consideration was an aggregate of $35,000. (6) Reimbursement for 50,000 shares transferred by the Calvo Family Spendthrift Trust to Carrington Capital Corp., at the request of Edward Granville-Smith, Jr., then our company's sole executive officer and director, in partial consideration for its agreement to assist our company. (7) Consulting assistance pertaining to resumption of trading in our company's securities, including preparation of required disclosure information pursuant to Commission Rule 5c2-11, coordinating with market makers in filing Form 15c2-11 with the NASD and general business advice and assistance. (8) Shares issued to G. Richard Chamberlin, Esquire, a member of our company's board of directors as well as its secretary and general counsel, as additional consideration for services rendered in conjunction with preparation of our company's Form 10-KSB for the year ended December 31, 1998. (9) The shares were issued in a settlement with William A. Calvo, III, for services and related costs provided between 1995 and 1998, prior to the creation of Yankees. The original balance due was approximately $150,000 but the terms of the settlement were not consistent with representations made by our company in conjunction with other transactions at the time. As a result, our company agreed to adjust the compensation by issuance of 150,000 shares of its common stock, originally valued by our company and Mr. Calvo at $3,000, with the remaining balance due being written off in the interests of preserving our company's future business prospects. Mr. Calvo, as a principal of Yankees, had assigned his rights to such shares to Yankees which was responsible for the decision to write-off the remaining balance due. During our company's latest audit, the value was adjusted to $24,000 based on the average of the bid and offering price for our company's common stock ($0.16) on February 18, 1999, the date the agreement was amended, and thereafter, based on comments by the Commission's staff, the difference between the amount owed and such fair market value ($126,000) was treated as additional capital contributed to our company by Mr. Calvo. (10) Shares of common stock issued to former stockholders of American Internet who were officers or directors thereof in exchange for their American Internet shares and to Yankees and its designees pursuant to the terms of its consulting agreement with our company in consideration for its role in arranging the acquisition (after material reductions based on American Internet's failure to meet its performance projections and inaccuracies in certain pre-acquisition representations by American Internet's management). (11) Shares issued to Xcel in lieu of interest on a $75,000 loan (15,000 shares) and to Yankees for having pledged 35,000 shares of our company's common stock as security for such loan (7,000 shares). (12) Shares issued to Internet Stock Trading School pursuant to the terms of the Equipment Purchase Agreement (13) On November 12, 1999, WRI was merged into American Internet with all of WRI's capital stock canceled and converted into 531,000 shares of our company's's common stock. In addition, the former WRI stockholders were granted the right to receive up to 150,000 additional shares of our company's common stock, based on WRI's performance over a three year period. 500,380 shares were returned by Michael Caputa pursuant to the terms of a settlement agreement. (14) Pursuant to the terms of its consulting agreement with our company, Yankees was entitled to compensation in an amount equal to 10% of the consideration received by the former WRI stockholders, for its services in arranging for the acquisition of WRI. As contemplated in its consulting agreement, a portion of such compensation was assigned by Yankees to persons who provide it with assistance in performing its services. In addition, Yankees voluntarily assigned 6,231 shares to Lynn Popitti, a former stockholder in American Internet. (15) Shares issued in exchange for all of Trilogy's capital stock, 1,105,726 of the shares returned by Mr. and Mrs. Berardi pursuant to the terms of a settlement agreement. (16) Pursuant to the terms of its consulting agreement with our company, Yankees was entitled to compensation in an amount equal to 10% of the consideration received by the former Trilogy stockholders, for its services in arranging for the acquisition of Trilogy, half of which was assigned by Yankees to Robert Harris Pozner in consideration for his assistance in conjunction with the acquisition. (17) On May 31, 2000, our company entered into a settlement agreement with Xcel Associates, Inc. A copy of the settlement agreement was filed as an exhibit to a current report on Form 8-K filed with the Commission on June 15, 2000 (18) Shares of common stock issued to Gerald A. and Leigh A. Cunningham, former stockholders of Lorilei who were officers or directors thereof, in exchange for their Lorilei shares and to Yankees and its designees pursuant to the terms of its consulting agreement with our company in consideration for its role in arranging the acquisition. A portion of the shares are being held by Yankees as escrow agent (114,504 shares) and by Bruce Brashear, Esquire as escrow agent (80,916 shares). Pursuant to the terms of its consulting agreement with our company, Yankees is entitled to compensation in an amount equal to 10% of the consideration received by the former Lorilei stockholders, for its services in arranging for the acquisition of Lorilei, of which was assigned by Yankees to others. (19) On December 11, 1998, Mr. Scimeca received options to purchase 200,000 shares of our company's common stock, at an exercise price of $0.02 per share as his only compensation from our company for services in all capacities. Mr. Scimeca transferred all of his rights to our company's securities, including those reflected in this table, to Palmair, Inc., a Bahamian corporation, with an address at 55 Frederick Street, Box CB-13039; Nassau, Bahamas ("Palmair"). Chrisje Gentis-VerMeulen, an individual with an address at Brouwrij 8; Breukelen (UTR) 3621, The Netherlands ("Ms. Gentis-VerMeulen"), is listed as the record stockholder and director of Palmair. The option was exercised by Palmair, Inc. on April 8, 2000. (20) At the issuers request, Yankees converted $98,5000 of debt to equity ( a total of 788,000 shares of common stock ). A portion of the 788,000 shares received by Yankees was given to persons by Yankees. (21) Option to purchase 12.5% of our company's outstanding and reserved capital stock (including all securities convertible into capital stock) outstanding or reserved, measured immediately following exercise of the option, in consideration for an aggregate of $90,000. The option was originally granted during November of 1998 and covered 10% of our company's outstanding or reserved common stock only, with the exercise price being $60,000. It was granted as a portion of consideration granted to Yankees under its consulting agreement with our company, in exchange for Yankees agreement to forego hourly and document licensing fees for a period of 365 days. During November of 1999, our company requested that the consulting agreement be renegotiated to extend for another year the waiver of Yankees' hourly and document licensing fees and in conjunction with the resulting amendment, the current terms were adopted. The amendment was disclosed in a report on Commission Form 8-K filed by our company on December 16, 1999. The number of shares issuable cannot be determined with certainty, The transaction and option agreement are more fully described in our company's report on Form 10-QSB for the quarter ended September 30, 1998, its Form 10- KSB for the years ended December 31, 1998 and June 30, 1999, and the report on Form 8-K filed on December 16, 1999. It has been assumed that the option will cover 2,500,000 shares since only 20,000,000 shares of common stock are authorized; however, the number may be different based on the actual number of outstanding and reserved shares of capital stock. (actual certificate was for 2,484,752 shares) List of Preferred Shares Issued as of May 15, 2001 Date $ No. of Certific Stockholders Name & $ paid Date of From Whom To Whom Shares are Certific # of received Shares & ate No. address per share Transfe transferred Transferred ate # Shares & Date Signed & Issued subscripti Exempti on agree. on # 7-3-00 6,000 yes 22 (2) Bolina Trading Corp. S.A. $5.00 ($30,000) 7-7-00 3,600 yes 23 (2) Bolina Trading Corp. S.A. $5.00 ($18,000) 7-27-00 8,000 yes 24 (2) Bolina Trading Corp. S.A. $5.00 ($40,000 8-15-00 46,000 yes 14 (2) The Yankee Companies, Inc. $2.50 * ($115,000 8-15-00 3,393 yes 15 (2) K. Walker Ltd. $5.00 * ($16,965) 8-30-00 5,920 yes 16 (2) PalmAir, Inc. $5.00 ($29,600) 10-5-00 100,000 (2) The Yankee Companies, Inc. $2.50 * 10-5-00 Yankees Bolina Trading Corp. S.A. 25 6,400 yes ("Yankees")($250,000 10-5-00 Yankees Vanessa H. Lindsey 18 500 10-5-00 Yankees PalmAir, Inc. 20 6,600 10-5-00 Yankees Debra Ellenson 21 1,000 10-5-00 Yankees Yankees 17 85,500 11-13-00 27,797 yes (2) Yankees $2.50 * 11-13-00 Yankees Palm Air 02 2,000 ($64,492.50) 11-13-00 Yankees Vanessa Lindsey 03 797 11-13-00 Yankees Yankees 01 25,000 11-13-00 16,000 yes (2) Yankees $2.50 * ($40,000) 12-15-00 30,000 yes (2) Yankees $2.50* 12-5-00 Yankees Vanessa Lindsey 05 1,000 ($75,000) 12-5-00 Yankees PalmAir, Inc. 06 2,000 12-5-00 Yankees Yankees 04 27,000 1-31-01 5,000 yes (2) Yankees $10,000 1-31-01 Yankees Debra Elenson 08 5,000 January compensation 1-31-01 10,000 yes (2) Yankees $2.00* 1-31-01 Yankees Jonathan Eichner 09 5,000 ($20,000) 1-31-01 Yankees Scott Heicken 10 5,000 1/29/01 1,333 (2) Leonard M. Tucker $1.50 ($2,000) 2/28/01 10,000 yes 36 (2) Blue Lake Capital Corp. $1.50 ($15,000) 2/28/01 12,000 yes 28 (2) Yankees $1.50 ($18,000) 2/28/01 6,667 yes (2) Yankees $1.50 2/28/01 Yankees K. Walker, Ltd. 29 2,500 ($10,000) February compensation 2/28/01 Yankees PalmAir, Inc. 30 2,500 2/28/01 Yankees Vanessa Lindsey 31 834 2/28/01 Yankees Edward Dmytryk 33 833 3/1/01 10,000 yes 35 (2) Calvo Family Spendthrift Trust $1.50 ($15,000) 3/31/01 6,667 yes (2) Yankees $1.50 3/31/01 Yankees K. Walker, Ltd. 29 4,000 ($10,000) March compensation 3/31/01 Yankees SRKD Trading Corp. 34 500 2500 N. Military Trail, Suite 240; Boca Raton, FL 33431 3/31/01 Yankees Vanessa Lindsey 31 667 3/31/01 Yankees Yankees 28 1,500 3/31/01 89,072 yes (2) Yankees $1.50 3/31/01 Yankees PalmAir 30 3,500 ($133,608) 3/31/01 Yankees K. Walker 29 1,500 3/31/01 Yankees Vanessa Lindsey 31 736 3/31/01 Yankees Yankees 28 83,336 (3) Yankees took shares from cert 3/16/01 Yankees Robert Pozner (33,334) # ____ and had it issued (3) Yankees took shares from cert 3/19/01 Yankees Debra Ellenson (3,334) # ____ and had it issued (3) Yankees took shares from cert 3/19/01 Yankees Scott Heicken (3,334) # ____ and had it issued (3) Yankees took shares from cert 3/19/01 Yankees Jonathan Eichner (3,334) # ____ and had it issued 3/31/01 14,667 yes 36 (2) Blue Lake Capital $1.50 ($22,000) 3/31/01 1,333 yes 35 (2) Calvo Family $1.50 ($2,000) 4/10/01 6667 (2) Calvo Family $1.50 ($10,000) 4/10/01 4,000 36 (2) Blue Lake $1.50 ($6,000) 4/24/01 4,000 (2) Calvo Family $1.50 ($6,000) 4/27/01 4,000 (2) Calvo Family $1.50 ($6,000) 4/30/01 6,667 (2) Yankees $10,000 compensation for April 5/3/01 (6667) 04 Yankees cashless 5/3/01 Yankees received exercise 20,333 shares back of warrant from certificate # 4 which was originally for 27,000 shares 5/701 4,000 (2) Calvo Family $1.50 ($6,000) 5/31/01 6667 (2) Yankees $1.50 ($10,000) May compensation 5/25/01 (500) SKRD Trading Corp. (4) 5/25/01 (4534) Vanessa Lindsey (4) 5/25/01 (833) Edward C. Dmytryk (4) 5/25/01 (33,334) Robert Pozner (4) 5/31/01 (24,000) Bolina Trading Corp (4) 5/31/01 (1,333) Leonard M. Tucker (4) 5/31/01 (22,520) PalmAir, Inc. (4) 5/31/01 (11,393) K. Walker (4) 5/31/01 (9,334) Debra Elenson (4) 5/31/01 (28,667) Blue Lake capital (4) 5/31/01 (30,000) Calvo Family (4) 5/31/01 (8,334) Scott Heicken (4) 5/31/01 (8,334) Jonathan Eichner (4) 5/31/01 (259,667) Yankees (4)
0 shares outstanding * certificate numbers 11, 12, 13, 19 are all voided and cancelled. (1) Section 4(2) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. In addition, each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information. (2) Section 4(6) of the Securities Act. In each case, the subscriber was required to represent that the shares were purchased for investment purposes, the certificates were legended to prevent transfer except in compliance with applicable laws and the transfer agent was instructed not to permit transfers unless directed to do so by our company, after approval by its legal counsel. Each subscriber was directed to review our company's filings with the Commission under the Exchange Act and was provided with access to our company's officers, directors, books and records, in order to obtain required information; and, a Form D reporting the transaction was filed with the Commission. (3) Section 4(1 1/2 ) of the Securities Act. The transaction involved a private sale of restricted securities under the exemption commonly referred to as the Section 4 1 1/2 exemption. The recipient receives restricted securities but, if obtained from a person not deemed a control person under Commission Rule 144, the recipient is permitted to "tack the transferor's holding period" for purposes of Commission Rule 144. (4) Converted preferred shares to Common. Exhibit 3.2C4 Comment Letters from the Securities & Exchange Commission The company received a notice from the Securities and Exchange Commission on March 15, 2001, suggesting that an S-3 would be inappropriate to file: "because we (AmeriNet) failed to meet the requirements for the use of this form, specifically General Instruction 1.B.3." Park City Group has been provided a copy of the letter from the Commission. Exhibit 3.2E Pending & Threatened Litigation AmeriNet is not aware of any threatened litigation, except that one of its directors, J. Bruce Gleason has refused to sign a termination and settlement agreement based on the following allegation, which management refutes: J. Bruce Gleason, a member of AmeriNet's board through an acquisition, indicated that he feels he is owed approximately $32,000 from AmeriNet. Ed Dmytryk showed existing documents and information pertaining to this claim and the Board determined that there was no cause for the Board to settle. However a compromise was offered and Mr. Gleason refused the compromise. A copy of the letter from Bruce Gleason's attorney and his partner, Mr. Umile, have been provided to Park City Group. AmeriNet, Inc., a Delaware corporation, owns the trademark for AmeriNet, AmeriNet and Design. In August of 1999, AmeriNet, Inc. threatened action if AmeriNet Group.com, Inc. continued using the abbreviated form of AmeriNet in its communication. In April of 2001, Ed Dmytryk, talked to both AmeriNet, Inc's lawyer and president and discussed the pending acquisition of Park City Group. The president of AmeriNet, Inc. indicated that if the acquisition took place there would be no further action on their behalf as long as AmeriNet Group.com, Inc.'s name changed, as agreed to by Park City Group. A copy of the letter from AmeriNet, Inc's lawyer has been provided to Park City Group. AmeriNet of Michigan, a Michigan corporation, owns the trademark for AmeriNet In December of 1999, AmeriNet of Michigan assured AmeriNet Group.com, Inc. that they would continue to monitor the situation and will take appropriate action to protect its rights if any actual confusion occurs between our company and their company. A copy of the letter from AmeriNet of Michigan's lawyer has been provided to Park City Group. Exhibit 3.2F Tax Obligations and Liens 1. The exceptions apply to AmeriNet only and not to its subsidiaries since there will be no subsidiaries at closing, however some of AmeriNet's subsidiaries have not filed tax returns. (ie. Lorilei Communications, Inc. & and AmeriNet Communications, Inc. ) 2. AmeriNet's tax returns for 1999 and 2000 were filed in April of 2001. 3. Payroll taxes to the IRS for the 2nd quarter will need to be paid up to the date of closing. Exhibit 3.2H Liabilities & Obligations 1. There is a liability to officers and consultants to issue approximately 635,575 shares of common stock. 2. All outstanding options and warrants as reflected in Exhibit 3.2B should be considered a liability 3. All outstanding registration rights as reflected in Exhibit 3.2B4 should be considered a liability 4. A copy of the consulting agreement between Funds America Finance Corporation and AmeriNet has been provided to Park City. The only AmeriNet obligation that will survive closing is the obligation to provide a shareholders list. 5. A copy of the consulting agreement between PriMed Technologies, Inc., AmeriNet and Liberty Transfer Co. has been provided to Park City. The only AmeriNet obligation that will survive closing is the obligation to provide a shareholders list. 6. Liability to pay Liberty Transfer Co. for services as transfer agent. 7. All tax obligations reflected in Exhibit 3.2F should be considered a liability. 8. Payroll to employees will be paid up to the date of closing. 9. Contract with Hamilton Lehrer & Dargan, P.A. 10. Contract with Jericho Capital Corp. 11. A claim from Bruce Gleason to pay him $32,000 and return 930,000 shares of AmeriNet's common stock. See Exhibit 3.2E Litigation. 12. Liability to pay in shares of AmeriNet's common stock at $0.17 per share, $30,000 to the Calvo Family Spendthrift Trust. (Yankees affiliates) 13. Liability to pay in shares of AmeriNet's common stock at $0.17 per share, $30,000 to the Tucker Family Spendthrift Trust. (Yankees affiliates) Exhibit 3.2J Leases AmeriNet has no leases. Exhibit 3.2K2 Insurance Policies and Fidelity Bonds AmeriNet has no insurance policies or fidelity bonds. Exhibit 3.2L Contracts and Commitments (i) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any collective bargaining agreement or contract with any labor union: Not Applicable (ii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any bonus, pension, profit sharing, retirement, or other form of deferred compensation plan: - - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective January 1, 2000with award certificates - - *Non-Qualified Stock Option & Stock Incentive Plan, 2000, effective March 8, 2000 Filed on 10/22/99 10-KSB - - *Non-Qualified Stock Option & Stock Incentive Plan, 2001, effective January 1, 2001 with award certificates - - AmeriNet Communications, Inc. Stock Option Plan, effective October , 2000 Filed on 01/05/01 8-K - - Agreement to Adopt Stock Option Plan, dated 12/22/00 Filed 12/21/00 8-K - - Corporate Director Agreement - Cantley, David K., dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Chamberlin, Richard, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Champion, Charles, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Dmytryk, Edward, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Gleason, Bruce, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Joffe, Anthony, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Lindsey, Vanessa, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement - Van Etten, Larry, dated 12/21/00 filed on 01/05/01 8-K - - Corporate Director Agreement- Wilson, Douglas, dated 12/21/00 filed on 01/05/01 8-K - - *Common Stock Purchase Warrant - Cantley, David K, dated 06/26/00 - - *Common Stock Purchase Warrant - Cantley, David K., dated 04/03/01 - - *Common Stock Purchase Warrant - Jordan, Michael, dated 06/26/00 - - *Common Stock Purchase Warrant - Lipson, Saul B., dated 06/26/00 - - *Common Stock Purchase Warrant - Lindsey, Vanessa H., dated 06/26/00 - - *Common Stock Purchase Warrant - Van Etten, Lawrence, dated 06/26/00 (iii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any medical insurance or similar plan or practice, whether formal or informal: Not applicable (iv) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any contract for the employment of any officer, employee, or other person on a full-time or consulting basis or relative to severance pay or change-in-control benefits for any such person: - - *Agreement with PriMed Technologies, Inc, AmeriNet and Liberty, dated 5/30/01 - - Consulting Agreement with Market Force, Inc. - dated 4/26/01 - - Strategic Consulting Agreement with Yankee Companies - dated 12/29/00 Filed 01/05/01 8-K - - Consulting Agreement, Amended - Yankees, dated 11/23/99 Filed 12/12/99 8-K - - Consulting Agreement - Funds America, dated 08/04/99 Filed 12/31/98 10-KSB - - Contract of Service Agreement-Trinity Venture, dated 03/26/01 - - Corporate Information Service Agreement - Scimeca, Charles, dated 03/06/01 - - Corporate Information Service Agreement - Wall Street Watch, dated 03/13/01 - - Corporate Secretary Agreement - Lindsey, Vanessa, dated 01/11/00 Filed 01/05/01 8-K - - Director & Officer Superseder & Settlement Agreement - Cantley, David - - Director & Officer Superseder & Settlement Agreement - Chamberlin, dated 04/26/01 - - Director & Officer Superseder & Settlement Agreement - Dmytryk, dated 04/09/01 - - Director & Officer Superseder & Settlement Agreement - Franjola, dated 04/26/01 - - Director & Officer Superseder & Settlement Agreement - Lindsey, dated 04/06/01 - - Director & Officer Superseder & Settlement Agreement - Van Etten, dated 04/10/01 - - Director & Officer Superseder & Settlement Agreement - Wilson, dated 04/11/01 - - Employment Agreement - Cantley, David, dated 02/17/00 until 06/30/01 Filed 10/13/00 10-K - - Employment Agreement- Jordan, Michael, dated 08/19/99 Filed 08/24/99 8-K - - Employment Agreement- Van Etten, Lawrence, dated 05/22/00,Filed105130/00 8-K - - Retainer Letter Agreement - Chamberlin, dated 03/13/01 (v) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any agreement or indenture relating to the borrowing of money in excess of $2,000 or to mortgaging, pledging or otherwise placing a lien on any assets of AmeriNet which has a fair market value in excess of $5,000 in the aggregate: - - Convertible Loan Agreement, dated 5/7/01 - - Loan & Security Agreement - The Yankee Companies, dated 05/05/00 Filed 05/15/00 10-QSB - - Full Recourse Secured Promissory Note - Yankees, dated 05/05/00 Filed 05/15/00 10-QSB - - Promissory Note - AmeriNet/Lorilei, dated 10/12/00 Filed 11/02/00 8-K - - Promissory Note-AmeriNet/ PriMed, dated 01/17/01 (vi) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection: - - Convertible Loan Agreement, dated 5/7/01 - - Loan & Security Agreement - The Yankee Companies, dated 05/05/00,Filed 05/15/00 10-QSB - - Full Recourse Secured Promissory Note - Yankees, dated 05/05/00, Filed 05/15/00 10-QSB (vii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any lease or agreement under which it is lessor of, or permits any third party to hold or operate, any property, real or personal: Not applicable (viii) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a purchase price in excess of $2,000: Not applicable (ix) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any contract or group of related contracts with the same party for the sale of products or services, under which the undelivered balance of such products and services has a sales price in excess of $2,000: Not applicable (x) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any franchise agreement: Not applicable (xi) Except as set forth below AmeriNet is not a party and has not been a party for a period of at least one year to any other agreement material to AmeriNet's business or not entered into in the ordinary course of business: - - Agreement to Assign Claims - Yankees/AmeriNet, dated 05/04/01 - - Assignment of Claims, dated 05/04/01 - - Assignment and Transfer of Bankruptcy Claim #18, dated 05/04/01 - - Assignment and Transfer of Bankruptcy Claim #20, dated 05/04/01 - - Cisco Reseller Agreement, dated 02/09/01 - - Conversion Agreement - Blue Lake Capital Corp, dated 02/28/01 filed on 05/15/01 10-Q - - Conversion Agreement - Blue Lake Capital Corp, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Blue Lake Capital Corp., dated 04/10/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/01/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/01/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/24/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 04/27/01 filed on 05/15/01 10-Q - - Conversion Agreement - Calvo Family Spendthrift Trust, dated 05/07/01 filed on 05/15/01 10-Q - - Conversion Agreement - K. Walker, LTD., dated 08/15/00 filed on 05/15/01 10-Q - - Conversion Agreements - Tucker, Lenny, dated 01/29/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 06/30/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 08/15/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 10/05/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 11/13/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 12/05/00 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 01/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 02/28/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement - Yankees, dated 03/31/01 filed on 05/15/01 10-Q - - Conversion Agreement-Yankees, dated 4/30/01 filed on 05/15/01 10-Q - - Conversion Agreement-Yankees, dated 5/31/01 filed on 05/15/01 10-Q - - License Agreement - Yankees, dated 02/09/00 Filed 12/31/99 10-Q - - License Agreement, Amendment - Yankees/WRI, dated 04/16/01 Filed 04/30/01 8-K - - License Transfer Agreement, dated April 16, 2001 - - Reorganization Agreement - Lorilei, dated 05/11/00 Filed 05/30/00 8-K - - Recission Agreement - Vista Vacation, dated 07/12/00 Filed 08/15/00 8-K - - Settlement Agreement - Frontline Processing, dated 04/15/01 - - Subscription Agreement - Bolina Trading Corp.,dated 07/04/00 Filed on 05/15/01 - - Subscription Agreement - Bolina Trading Corp.,dated 07/07/00 Filed on 05/15/01 - - Subscription Agreement - Bolina Trading Corp.,dated 07/27/00 Template filed on 05/15/01 - - Subscription Agreement - Franjola, George, dated 06/06/00 - - Subscription Agreement - Franjola, John, dated 06/05/00 - - Subscription Agreement - K. Walker, Ltd., dated 06/07/00 - - Subscription Agreement - K. Walker, Ltd., dated 06/07/00 - - Subscription Agreement - Palmair, Inc., dated 08/30/00 Filed on 05/15/01 8-KSB - - Subscription Agreement - Van Etten, Lawrence, dated 06/08/00 - - Subscription Agreement - Van Etten, Linda, dated 06/08/00 - - Subscription Agreement - Van Etten, Lawrence and Linda, dated 06/08/00 - - Subscription Agreement - The Yankee Companies, dated 06/16/00 - - Superseder & Exchange Agreement - Trilogy, dated 06/30/00 Filed 07/17/00 8-K - - Superseder & Exchange Agreement - WRI, dated 01/26/01 Filed 02/08/01 8-K - - Superseder & Settlement Agreement - Xcel, dated 05/31/00 Filed 06/15/00 8-K - - Superseder and Termination Agreement -Yankees, dated 5/25/01 - - Warrant Agreement, Amended - Elenson, Debra , dated 5/22/01 - - Warrant Agreement, Amended - Eichner, Jonathan - dated May 23, 2001 - - Warrant Agreement - The Yankee Companies, dated 11/23/99 Filed 05/11/01 8-K - - Warrant Agreement, Amended Supplement, dated 04/30/01 Filed 05/11/01 8-K - - Warrant Agreement, Yankees, dated 5/2/01, as amended as of June 13, 2001 - - Warrant Agency Agreement, Yankees/Liberty, dated 5/25/01, as amended as of June 13, 2001 - - Weekly Stock Picks.com, dated 03/07/01 - - Letter of Intent, dated 12/13/00 - - *Hamilton Lehrer & Dargan, P.A. - *Jericho Capital Corp. * This agreement will remain in effect after the closing of the Park City Group/AmeriNet reorganization. Exhibit 4.3C Consents 1. A copy of the annual stockholders meeting minutes, dated December 21, 2001, have been provided to Park City. 2. A copy of the Board minutes dated May 18, 2001, have been provided to Park City. 3. See exhibit 3.2L for a copy of the termination agreement between AmeriNet and Yankees. Exhibit 5.2D Legal Opinion EX-2.4 5 exb_2-4.txt ACCESSION AGREEMENT LEE BOWMAN ACCESSION AGREEMENT By this ACCESSION AGREEMENT, dated as of June 5, 2001, the undersigned agrees to be bound by and to comply with the terms and conditions of that Reorganization Agreement dated May 31, 2001, by and between AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the foregoing, the undersigned does not make the representations and warranties set forth in Article Three of the Reorganization Agreement. /s/ Lee Bowman Signature Lee Bowman Print Name EX-2.5 6 exb_2-5.txt ACCESSION AGREEMENT WILLIAM & LOIS JONES ACCESSION AGREEMENT By this ACCESSION AGREEMENT, dated as of June 8, 2001, the undersigned agrees to be bound by and to comply with the terms and conditions of that Reorganization Agreement dated May 31, 2001, by and between AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the foregoing, the undersigned does not make the representations and warranties set forth in Article Three of the Reorganization Agreement. /s/ William R. Jones Signature William R. Jones Print Name /s/ Lois H. Jones Signature Lois H. Jones Print Name EX-2.6 7 exb_2-6.txt ACCESSION AGREEMENT ANTHONY FRANK ACCESSION AGREEMENT By this ACCESSION AGREEMENT, dated as of June 5, 2001, the undersigned agrees to be bound by and to comply with the terms and conditions of that Reorganization Agreement dated May 31, 2001, by and between AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the foregoing, the undersigned does not make the representations and warranties set forth in Article Three of the Reorganization Agreement. /s/ Anthony M. Frank Signature Anthony M. Frank Print Name EX-2.7 8 exb_2-7.txt ACCESSION AGREEMENT PAUL QUINN ACCESSION AGREEMENT By this ACCESSION AGREEMENT, dated as of June 7, 2001, the undersigned agrees to be bound by and to comply with the terms and conditions of that Reorganization Agreement dated May 31, 2001, by and between AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the foregoing, the undersigned does not make the representations and warranties set forth in Article Three of the Reorganization Agreement. /s/ Paul Quinn Signature Paul Quinn Print Name EX-2.8 9 exb_2-8.txt ACCESSION AGREEMENT LARRY HOLMAN ACCESSION AGREEMENT By this ACCESSION AGREEMENT, dated as of June 7, 2001, the undersigned agrees to be bound by and to comply with the terms and conditions of that Reorganization Agreement dated May 31, 2001, by and between AmeriNet Group.com, Inc., Randall K. Fields and Riverview Financial Corporation. Notwithstanding the foregoing, the undersigned does not make the representations and warranties set forth in Article Three of the Reorganization Agreement. /s/ Larry C. Holman Signature Larry C. Holman Print Name EX-2.9 10 exb_2-9.txt SHARE EXHANGE AGREEMENT SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), dated June 11, 2001, by and between AmeriNet Group.Com, Inc. ("AmeriNet") and Riverview Financial Corp., a California corporation ("Riverview"). RECITALS WHEREAS, Riverview is the holder of certain promissory notes of Park City Group, Inc., a Delaware corporation ("PCG"), which notes may be converted into shares of PCG Series A Preferred Stock (which is further convertible into shares of PCG common stock) (collectively, and separately as applicable, the preferred stock and the common stock are referred to as the "Series A Preferred Stock"), pursuant to the terms of a Note Conversion Agreement, dated June 8, 2001, between PCG and Riverview (the "Note Conversion Agreement"); WHEREAS, AmeriNet and certain shareholders of PCG have entered into a Reorganization Agreement (the "Reorganization Agreement"), dated May 31, 2001, pertaining to the exchange of shares of PCG common stock for shares of AmeriNet common stock; and WHEREAS, as a condition to the closing of the Reorganization Agreement, AmeriNet and Riverview will enter into this Agreement whereby AmeriNet will grant to Riverview the right to exchange shares of Series A Preferred Stock for shares of AmeriNet common stock at an exchange price of $0.17 per share. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Exchange Option. AmeriNet hereby grants to Riverview the right and option (the "Option") to exchange the shares of Series A Preferred Stock (including any shares of PCG common stock into which the Series A Preferred Stock may have been converted), received pursuant to the exercise of the right and option granted in the Note Conversion Agreement, for shares of AmeriNet common stock. The number of shares of AmeriNet common stock issuable in the exchange shall be based on a share price for the Series A Preferred Stock (including any shares of PCG common stock into which the Series A Preferred Stock may have been converted) of $1.00 and a share price of $0.17 for the AmeriNet common stock, adjusted for any stock splits, combinations, recapitalizations and the like. By way of example, one share of Series A Preferred Stock may be exchanged for approximately 5.88 shares of AmeriNet common stock ($1.00 / $0.17). No fractional shares of AmeriNet common stock shall be issued in the exchange of Series A Preferred Stock. All shares (including fractions thereof) issuable upon exchange shall be aggregated, and if after such aggregation, the exchange would result in the issuance of any fractional share, AmeriNet shall, in lieu of issuing any fractional share, issue a whole share. 2. Option Exercise. Riverview may exercise the Option once, or from time to time, as to all or any remaining Series A Preferred Stock by delivering or mailing written notice of its election to AmeriNet specifying the number of shares for conversion. Riverview shall deliver the share certificate for the Series A Preferred Stock together with a stock power transferring the number of shares designated for conversion, and AmeriNet shall execute and deliver to Riverview, or to Riverview's designee, certificates for the corresponding number of shares of AmeriNet common stock for which the Series A Preferred Stock is being exchanged, and shall cause PCG to deliver to Riverview a share certificate for any balance of the certificate tendered by Riverview. If the Option is exercised as to shares of Series A Preferred Stock which have not been converted into shares of PCG common stock, the option to convert the Series A Preferred Stock into PCG common stock will be deemed automatically exercised and AmeriNet will receive shares of PCG common stock in the exchange. 3. Representations and Warranties of Riverview. By delivery of the Series A Preferred Stock share certificate(s) for exchange, Riverview represents and warrants to AmeriNet that: (a) It has full corporate power and authority to enter into and perform this Agreement; this Agreement has been duly authorized by all requisite action on Riverview's part; and this Agreement has been executed and delivered by duly authorized officers of Riverview. (b) It holds legal and equitable title to the shares of Series A Preferred Stock tendered for exchange, and has not assigned, transferred, pledged or hypothecated such title. (c) It is acquiring the AmeriNet common stock for its own account for investment purposes, and not with a view to the distribution thereof. (d) It agrees that it will not sell or assign the AmeriNet common stock unless the stock is registered or the transaction is exempt from registration under the Act. (e) It is an accredited investor as such term is defined in Rule 501 of Regulation D of the Securities Act of 1933. 4. Representations and Warranties of AmeriNet. AmeriNet represents and warrants to Riverview that: (a) It has sufficient shares of AmeriNet common stock reserved for issuance hereunder. (b) The shares of AmeriNet common stock issued hereunder will be fully paid, non-assessable and free from all preemptive rights, taxes, liens and charges (other than taxes in respect of any transfer occurring contemporaneously with such issue). (c) It has full corporate power and authority to enter into and perform this Agreement; this Agreement has been duly authorized by all requisite action on AmeriNet's part; and this Agreement has been executed and delivered by duly authorized officers of AmeriNet. AmeriNet represents that it has taken all actions and obtained all approvals necessary for the issuance of the shares of AmeriNet common stock hereunder. 5. Registration. If at any time AmeriNet shall propose to file a registration statement under the Act with respect to any class of security (other than a registration relating solely to the sale of securities to participants in its stock or stock option plan or a registration in connection with a bona fide business acquisition of or by AmeriNet), AmeriNet shall in each case timely notify Riverview in writing and include in such registration statement any or all of the shares of AmeriNet common stock obtained hereunder as Riverview may request (Riverview is limited to registering 4,000,000 shares in AmeriNet's first registration statement filed after the closing of the Reorganization Agreement) within twenty (20) days after such notice, subject to such restrictions and conditions as may be imposed by the underwriter in connection with any underwritten offering. In addition to the foregoing, AmeriNet will prepare and file a registration statement under the Act at the request of Riverview from time to time, sufficient to permit the sale or distribution of all or any portion of the shares of AmeriNet common stock issued hereunder. AmeriNet will use its best efforts to cause any registration statement hereunder to become effective as promptly as practical and to maintain the effectiveness so as to permit the resale of the registered securities until such securities are sold. AmeriNet will use its best efforts to register or qualify the securities covered by any such registration in such jurisdictions as Riverview may reasonably request. All registration expenses incurred in connection with any registration, qualification or compliance with this paragraph shall be borne by AmeriNet. 6. Further Assurances. Each party will execute such other documents, instruments or agreements, and take or cause to be taken such other actions as may be reasonably necessary to effectuate the intent of this Agreement. 7. Invalidity. In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement. 8. Governing Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Utah. 9. Transfer. The rights granted hereunder may only be assigned in connection with a transfer of the AmeriNet common stock issued hereunder. Riverview shall give written notice to AmeriNet at the time of any such transfer stating the name and address of the transferee and identifying the shares with respect to which the rights under this Agreement are being assigned. 10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed as of the day and year first above written. "AMERINET" AMERINET GROUP.COM, INC., a Delaware corporation By: /s/ Edward Dmytryk Name: Edward Dmytryk Title: President "RIVERVIEW" RIVERVIEW FINANCIAL CORP., a California corporation By: /s/ Randall K. Fields Name: Randall K. Fields Title: President EX-2.10 11 exb_2-10.txt INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT THIS AGREEMENT is effective as of the 8th day of June, 2001, by and among AmeriNet Group.com, Inc., a Delaware corporation ("AmeriNet") and Carrington Capital Corp. ("Carrington"). RECITALS: WHEREAS, on May 31, 2001, AmeriNet entered into a reorganization agreement ("Reorganization Agreement") with the Park City Group Participants, as such participants are defined in the Reorganization Agreement ("Park City Group Participants"), pursuant to which AmeriNet will acquire at least ninety-eighty percent of the outstanding stock of Park City Group, Inc., a Delaware corporation, in exchange for shares of AmeriNet's common stock; and WHEREAS, as an inducement to the Park City Group Participants entering into the Reorganization Agreement and as a condition to the closing (the "Closing") of the Reorganization Agreement, Carrington has agreed to indemnify AmeriNet for certain expenses as defined in this Agreement. AGREEMENT: NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Indemnification. Carrington shall indemnify and defend AmeriNet and its subsidiaries and affiliates, and their respective officers, directors, shareholders, successors and assigns (collectively, the "AmeriNet Parties"), from and against any and all costs, expenses, losses, damages, fines, penalties, or liabilities (including, without limitation, interest which may be imposed in connection therewith, court costs, litigation expenses, and reasonable attorneys' and accounting fees) (collectively, "Expenses") incurred by the AmeriNet Parties, directly or indirectly, with respect to, in connection with, arising from, or alleged to result from any of the following that exist as of the date of Closing (collectively, the "Proceedings"): A. Any claims by Bruce Gleason for cash or stock; B. Any unpaid claims by Liberty Transfer Co. for services as transfer agent; C. Any unpaid tax obligations; D. Any unpaid AmeriNet payroll or employee benefits obligations; or E. Any other AmeriNet liens and/or judgments. 2. Procedure for Indemnification. A. AmeriNet shall promptly give notice hereunder to Carrington after obtaining written notice of any Proceeding as to which recovery may be sought because of the indemnity in Section 1. Notwithstanding the foregoing, the right to indemnification hereunder shall not be affected by any failure of AmeriNet to give such notice, or delay by AmeriNet in giving such notice, unless, and then only to the extent that, the rights and remedies of Carrington shall have been prejudiced as a result of the failure to give, or delay in giving, such notice. B. If AmeriNet shall assume the defense of any such Proceeding after giving notice to Carrington, AmeriNet may defend against such Proceeding in such manner as it deems appropriate and may settle such Proceeding on such terms as it may deem appropriate and Carrington shall promptly reimburse AmeriNet for the amount of such settlement and for all Expenses incurred by AmeriNet in connection with such Proceeding. Carrington agrees to cooperate with AmeriNet in all reasonable respects with respect to a Proceeding. C. If Carrington assumes the defense of the Proceeding, the obligations of Carrington hereunder as to such Proceeding shall include taking all steps necessary in the defense or settlement of such Proceeding and holding AmeriNet harmless from and against any and all damages caused by or arising out of any settlement approved by Carrington or any judgment in connection with such Proceeding. Carrington shall not, in the defense of such Proceeding, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs), or enter into any settlement (except with AmeriNet's written consent) which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to AmeriNet a release from all liability in respect of such Proceeding. Anything in this Section 2 to the contrary notwithstanding, AmeriNet may, with counsel of its choice, assume the defense of any such Proceeding. D. Carrington shall promptly reimburse AmeriNet for the amount of any judgment rendered with respect to any Proceeding for all Expenses incurred by AmeriNet in connection with such Proceeding, whether or not resulting from, arising out of, or incurred with respect to, the act of a third party. 3. Arbitration. Any dispute, controversy or claim, whether contractual or non-contractual, between the parties arising directly or indirectly out of or connected with the indemnification obligations set forth under this Agreement, unless mutually settled by the parties, shall be resolved in accordance with the dispute resolution procedures set forth in Section 9.12 of the Reorganization Agreement, incorporated herein by this reference. 4. Additional Remedy. If for any reason Carrington fails to provide the indemnification required by this Agreement, and AmeriNet incurs Expenses related to (1) any Proceeding, (2) improperly issued AmeriNet securities, (3) improper compliance by AmeriNet with the Investment Company Act, or (4) AmeriNet liabilities or obligations existing as of the date of Closing, the Park City Group Participants will be entitled to additional AmeriNet common stock equal in value to 78% of the amount of the Expenses (the AmeriNet stock will be valued at $.17 per share). The remedy provided in this section will be in addition to any other remedies provided by law. 5. Notices. All notices, consents, and other communications hereunder shall be in writing and deemed to have been duly given when (a) delivered by hand, (b) sent by telecopier (with receipt confirmed), provided that a copy is mailed by registered mail, postage pre-paid return receipt requested, or (c) when received by the addressee, if sent by Express Mail, Federal Express, or other express delivery service (postage pre-paid return receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate as to itself by notice to the other): If to AmeriNet: AmeriNet Group.com, Inc. 333 Main Street, P.O. Box 5000 Park City, Utah 84060 Phone: (435) 649-2221 FAX: (435) 645-2110 Attn: Chief Executive Officer With a copy to: Snell & Wilmer L.L.P. Gateway Tower West 15 West South Temple, Suite 1200 Salt Lake City, Utah 84101 Phone: (801) 257-1900 FAX: (801) 257-1800 Attn: John R. Morris, Esq. If to Carrington Parties Carrington Capital Corp. Crystal Corporate Center 2500 North Military Trail, Suite 225 Boca Raton, Florida 34471 Attn: Chief Financial Officer 6. Miscellaneous. None of the rights of any party under this Agreement may be transferred or assigned without the prior written consent of the other parties hereto. The captions which precede the articles and the sections of this Agreement are for convenience only and shall in no way affect the manner in which any provision hereof is construed. Whether the context or circumstance requires, the singular shall include the plural and the plural shall include the singular and the whole shall include any part thereof and any gender shall include both genders. Each right or remedy required by the provisions of this Agreement shall be in addition to and not in substitution of, any rights or remedies available or now existing or hereafter arising under applicable law. Any rights or remedies provided for by this Agreement or afforded by law or equity are distinct and cumulative and may be exercised concurrently or independently or successively. This Agreement supersedes all prior agreements, negotiations or understandings between the parties hereto in any way related to the specific subject matter of this Agreement. None of the provisions of this Agreement may be altered or modified except through an instrument in writing signed by all of the parties hereto. All of the terms, provisions, agreements and undertakings herein contained shall be binding upon and shall inure to the benefit of the respective heirs, personal representatives, successors and assigns of the parties hereto. This Agreement shall be governed by, construed in accordance with the laws of the State of Delaware. The provisions of this Agreement are severable and should any provision hereof be void, voidable or unenforceable under any applicable law, such provision shall not affect or invalidate any other provision of this Agreement, which shall continue to govern the relative rights and duties of the parties as though the void, voidable or unenforceable provision were not a part hereof. It is the intention and agreement of the parties that all of the terms and conditions hereof shall be enforced to the fullest extent permitted by law. All warranties, representation, indemnities, covenants and other agreements of the parties hereto shall survive the execution and delivery of this Agreement and shall, notwithstanding the execution and delivery of this Agreement, continue in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above by their respective officers thereunder duly authorized. AmeriNet Group.com, Inc., a Delaware corporation By: /s/ Ed Dmytryk Its: President Carrington Capital Corp. By: /s/ Leonard Tucker Its: President EX-3.1 12 exb_3-1.txt CERTIFICATE OF AMENDMENT DATED JUNE 20, 2001 Certificate of Amendment to Certificate of Incorporation of AmeriNet Group.com, Inc. Pursuant to the provisions of Sections 222 and 242 of the General Corporation Law of the State of Delaware, this Delaware profit corporation does hereby adopt the following certificate of amendment to its Certificate of Incorporation: First: The Board of Directors of the corporation has duly adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation as currently in effect: The following new Article First is hereby adopted, changing the name of this Corporation from "AmeriNet Group.com, Inc." to "Fields Technologies, Inc." As amended, Article First will henceforth read as follows: First: Name: The name of the Corporation is "Fields Technologies, Inc." Second: The annual meeting of the stockholders of said corporation was duly called and held on December 21, 2000, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at such meeting it was resolved by a vote of holders of 8,052,011 of the shares of capital stock entitled to vote at the meeting, with no vote being cast against, that the Certificate of Incorporation of this Corporation be amended by the Board of Directors as provided above. In Witness Whereof, the Corporation has caused this Certificate of Amendment to be signed by its authorized officers on this 20th day of June, 2001. AmeriNet Group.com, Inc. By: /s/ Randall K. Fields Randall K. Fields, President Attest: /s/ Narayan Krishnan Narayan Krishnan, Secretary EX-3.2 13 exb_3-2.txt CERTIFICATE OF AMENDMENT DATED JUNE 7, 2001 Certificate of Amendment of Certificate of Incorporation of AmeriNet Group.com, Inc. This Certificate of Amendment to Certificate of Incorporation is executed by the undersigned duly authorized corporate officers of AmeriNet Group.com, Inc., who, being duly sworn, certify as follows: First: The annual meeting of the stockholders of said corporation was duly called and held on December 21, 2000, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at such meeting it was resolved by a vote of holders of 8,052,011 of the shares of capital stock entitled to vote at the meeting, with no vote being cast against, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "Fourth" so that, as amended, said Article shall be and read as follows: "The authorized capital of the Corporation shall be divided into shares of capital stock, as follows: (1) The total number of shares of common stock which the corporation shall have authority to issue is 175,000,000, and the par value of each of such shares is $0.01. (2) The Corporation shall be authorized to issue 5,000,000 shares of preferred stock, $.01 par value, the attributes of which are to be determined by resolution of the Corporations Board of Directors from time to time, prior to issuance, in conformity with the requirements of Section 151 of the Delaware General Corporation Law." Second: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. Third: That the capital of said corporation shall not be reduced under or by reason of said amendment. In Witness Whereof, the Corporation has made under its corporate seal and the hands of its president and secretary, respectively, of said corporation, the foregoing certificate, and the president and secretary have hereunto set their hands and caused the corporate seal of the said corporation to be hereunto affixed this 7th day of June, 2001. AMERINET GROUP.COM, INC. By: /s/ Ed Dmytryk Attest: /s/ Vanessa H. Lindsey Ed Dmytryk [Corporate Seal] Vanessa H. Lindsey President Secretary EX-99.1 14 exb_99-1.txt SUPERSEDER AGREEMENT Superseder & Termination Agreement This Superseder & Termination 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, The Yankee Companies, Inc., a Florida corporation ("Yankees;" AmeriNet and Yankees being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet and Yankees are currently parties to a number of agreements, including a strategic consulting agreement (the "Consulting Agreement"), a warrant agreement (the "Warrant Agreement"), a revolving loan agreement (the "Loan Agreement") and a loan and pledge agreement (the "PCG Deposit Agreement") and Yankees currently holds a number of AmeriNet promissory notes (the "AmeriNet Notes), a warrant to purchase 2.5% of AmeriNet's authorized and reserved capital stock measured as of the date exercise is completed (the "Yankees Warrant") and most shares of AmeriNet's outstanding class A preferred stock (the "Class A Preferred Stock"); and 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, have no liabilities, no securities outstanding other than shares of its common stock and options and warrants to purchase shares of its common stock on a fully determinable basis as of the date of closing and no assets, as a result of which, AmeriNet must persuade Yankees to terminate the Consulting and Loan Agreements, convert all of the AmeriNet Notes into shares of the Class A Preferred stock and convert all of the Class A Preferred Stock into shares of AmeriNet's common stock, leaving the PCG Deposit Agreement in full force and effect; and WHEREAS, subject to the terms and conditions set forth below, Yankees 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 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; Superseder & Termination Agreement Page 1 (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) Aggregate Yankees Investment: All sums invested in AmeriNet by Yankees, including funds advanced, liabilities paid directly and the aggregate amount of the AmeriNet Notes immediately prior to the Closing. (C) (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. (D) Code: The Internal Revenue Code of 1986, as amended. (E) Commission: The United States Securities and Exchange Commission (F) 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. (G) (1) Escrow Agent Edward C. Dmytryk, an individual currently serving as president of AmeriNet, or such replacement as may be mutually selected by the Parties. (2) Escrow Agreement The Agreement between the Escrow Agent and AmeriNet, a copy of which is annexed hereto and made a part hereof as exhibit I(G)(2). (H) (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. (I) Florida Act: The Florida Securities and Investor Protection Act. (J) 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. (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 ReporterP. 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. (K) Reorganization: The corporate events effected in reliance on Section 368(a)(1)(B) of the Code which are to take place on or before May 31, 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. (L) Reorganization Agreement: The agreement between AmeriNet and all of the stockholders of PCG pursuant to which the Reorganization is to be effected. (M) 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 .... (N) 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; (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. (O) Securities Act: The Securities Act of 1933, as amended. (P) Service: The United States Internal Revenue Service. (Q) (1) AmeriCom AmeriNet Communications, Inc., a Florida corporation (2) FundsAmerica Funds America Finance Corporation, a Florida corporation. (3) Trilogy Trilogy International, Inc., a Florida corporation. (4) PriMed PriMed Technologies, Inc., a Florida corporation. (5) Vista Vista Vacations International, Inc., , a Florida corporation. (6) WRI Wriwebs.com, Inc., a Florida corporation. (R) 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. (S) Additional terms characterized by initial capital letters are defined in this Agreement immediately following their first use. Article II Operative Provisions (A) In conjunction with AmeriNet's return to Yankees of all rights to projects described in AmeriNet press releases and filings with the Commission under the Exchange Act as the "15c2-11 Project" and the "Emerging Companies Report Project," in the amendment to license agreement dated April 16, 2001, a copy of which is annexed hereto and made a part hereof as exhibit II-1 (the "Amendment to License Agreement"), AmeriNet hereby also conveys to Yankees for purpose of their liquidation, all of AmeriNet's right, title and interest, if any, in Lorilei Communications, Inc. ("Lorilei") and AmeriNet Communications, Inc. ("AmeriCom"), including, without limitation, all of their capital stock and all rights to litigation against them and their former stockholders. (B) 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: (1) AmeriNet: (a) AmeriNet hereby agrees to transfer to Yankees, at Closing, all of its right, title and interest in and to all of its assets, of whatever kind or character, whether real or personal, current or inchoate, and including without limitation, all of the securities AmeriNet holds in other corporations, whether as subsidiaries (e.g., AmeriCom) or as investments (e.g., Trilogy and Vista), all furniture, fixtures, equipment, supplies, deposits, contract rights, choses in action, etc., except for: 1. Securities specifically defined in Section II(B)(2) which are to be transferred to the Escrow Agent for disposition in accordance with the terms of existing agreements between the respective issuers, AmeriNet and Yankees; provided, however, that if they are not so distributed, the Escrow Agent will promptly convey them to Yankees; and 2. Cash or cash equivalents (certificates of deposit, certified checks, bank accounts, etc.). (b) AmeriNet hereby agrees to transfer to the Escrow Agent, at Closing: 1. All of the common stock in WRI for disposition as provided for in the superseder and exchange agreement entered into by the Parties and WRI on or about January 26, 2001, a copy of which was filed by AmeriNet with the Commission; provided, however, that if they are not so distributed, the Escrow Agent will convey them to Yankees; 2. All of the rights of its stockholders to common stock in PriMed, for disposition as provided for in the consulting agreement entered into by the Parties and PriMed on or about January 16, 2001, a copy of which was filed by AmeriNet with the Commission; 3. All of the rights of its stockholders in the common stock in FundsAmerica, shares of common stock in which are in the process of being registered with the Commission for distribution to persons who held AmeriNet common stock as of the close of business on June 17, 1999, or their successors in interest, all as of the day the registration of such common stock is declared effective by the Commission; as provided for in Section 1.4 of the consulting agreement entered into by the Parties and FundsAmerica on or about May 18, 1999, a copy of which was filed by AmeriNet with the Commission. (c) Closing on the foregoing will take place as soon as possible taking into account the requirements of AmeriNet in conjunction with the PCG closing, and the requirement that AmeriNet not dispose of substantially all of its assets in a manner that would require stockholder approval for the transactions contemplated hereby or in conjunction with the proposed PCG closing. (2) Yankees: Yankees hereby: (a) Takes all of the following actions: 1. Converts all of the AmeriNet Notes into shares of AmeriNet's Class A Preferred Stock, on the preferential basis provided for in the Consulting Agreement; 2. Converts all of the shares of AmeriNet's Class A Preferred Stock held by Yankees into shares of AmeriNet's common stock, on the preferential basis provided for in the Consulting Agreement. 3. Releases all liens held by Yankees on AmeriNet's assets and securities, other than those created under the PCG Deposit Agreement. (b) Agrees, if required by PCG as a condition to closing on the Reorganization Agreement, to exercise the balance of the Yankees Warrant by payment of the exercise price exclusively in AmeriNet securities having a value equal to the exercise price based on the last transaction price reported for AmeriNet common stock on the OTC Bulleting Board on the day preceding Yankees execution of the Yankees warrant exercise form. (3) The Parties: The Parties hereby terminate the Consulting Agreement and the Loan Agreement,, provided that Yankees is entitled to receipt of all accrued but unpaid compensation under such Agreements, as of the date of this Agreement, payable in shares of AmeriNet's common stock, on the preferential basis provided for in the Consulting Agreement. (C) As a material inducement to each Parties entry into this Agreement, each of the Parties hereby represents to the others that the representing Party: (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 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, including, without limitation, the representations in the form of the investment letters annexed hereto and made a part hereof as exhibit 3(E)(6), an original of which (bearing modifications required to personalize the letter as to gender, etc., will be executed by such Party and tendered to AmeriNet concurrently with the Closing; (7) Is aware that: (a) The securities involved are a speculative investment with no assurance that PCG 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; and (b) The securities to be issued to him, her or it have not been registered under the Securities Act or under any state securities laws, accordingly such Party may have to hold such securities and may not be able to liquidate, pledge, hypothecate, assign or transfer them; (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; and (9) (a) Except for shares issued in reliance on Staff Legal Bulletin Number 5 of the Commission's Division of Corporate Finance, issued pursuant to Section 3(a)(9) of the Securities Act or registered with the Commission, certificates for the securities involved will bear restrictive legends and the transfer agents involved will be instructed not to transfer the subject securities unless they have been registered pursuant to Section 5 of the Securities Act or an opinion of counsel to such Party satisfactory to legal counsel to AmeriNet and its chief executive officer has been provided, to the effect that the proposed transaction is exempt from registration requirements imposed by the Securities Act, the Exchange Act and any applicable state or foreign laws; (b) The legend will read substantially as follows: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(6) of such act, and comparable state law provisions. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to AmeriNet's satisfaction." Article III Superseder, Mutual Releases & Closing (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet, Yankees and their affiliates (other than the PCG Deposit Agreement and the Yankees Warrant), 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)(9) 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, the Yankees warrant and the PCG Deposit Agreement, AmeriNet and Yankees hereby each release, discharge and forgive the other, and each of the others' subsidiaries, affiliates, members, officers, directors, partners, agents and employees from any and all liabilities, whether current or inchoate, from the beginning of time until the date of this Agreement. Article IV General Provisions 4.1 Interpretation. (A) When a reference is made in this Agreement to schedules or exhibits, such reference 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. (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 Yankees: The Yankee Companies, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431; Attention: Leonard Miles Tucker, President Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail lenny@yankeecompanies.com; - 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 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 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' 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. 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 Yankees 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; (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. (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 Yankees 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 /s/ (A Delaware corporation) /s/ Jennifer Micthem /s/ By: /s/ Edward C. Dmytryk Edward C. Dmytryk, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: May 23, 2001 State of Florida } County of Marion } ss.: On this 23rd 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: 06/07/04 {Seal} /s/ Sally Ann Stroberg /s/ Notary Public The Yankee Companies, Inc. /s/ Nancy Molinari (a Florida corporation) /s/ Charles J. Scimeca /s/ By: /s/ Leonard Miles Tucker Leonard Miles Tucker, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: May 18th, 2001 State of Florida } County of Palm Beach } ss.: On this 18th day of May, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Leonard Miles Tucker and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of The Yankee Companies, Inc., the above-described corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of The Yankee Companies, Inc., 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: (Seal) /s/ Charles J. Scimeca /s/ Notary Public Exhibit 3(E)(6) Investment Letters Date: May 18, 2001 Edward C. Dmytryk President AmeriNet Group.com, Inc. Crystal Corporate Center 2500 North Military Trail, Suite 225-C Boca Raton, Florida 33431 Re.: AmeriNet Securities Dear Mr. Dmytryk: On behalf of the Yankee Companies, Inc., a Florida corporation ("Yankees"), I hereby certify and warrant that Yankees is a party to the Superseder & Termination Agreement to which this letter is annexed as an exhibit (the "Agreement"), pursuant to which it is acquiring equity securities of AmeriNet Group.com, Inc. ("AmeriNet") and it is providing this letter to acknowledge certain matters and to bind itself by certain agreements required by AmeriNet, in order to assure that the issuance of unregistered securities to Yankees complies with applicable exemptions from securities registration requirements provided under federal securities laws and the securities laws of Yankees' state of domicile. On behalf of Yankees, I hereby certify under penalty of perjury that: 1. Except for securities acquired in reliance on Section 3(a)(9) of the Securities Act, upon receipt of the AmeriNet securities, Yankees will be acquiring them for its own account for investment purposes without any intention of selling or distributing all or any part thereof. On behalf of Yankees, I represent and warrant that it qualifies as an accredited investor (as that term is defined in Rule 501(a) of Regulation D promulgated under authority of the Securities Act of 1933, as amended [the "Securities Act"]) and that it is sophisticated in financial affairs, or has relied on the advice of someone sophisticated in financial affairs, is able to bear the economic risks of this investment and does not have any reason to anticipate any change in its circumstances, financial or otherwise. 2. I have consulted with Yankees own legal counsel who, after having been apprized by Yankees of all the material facts surrounding this transaction, opined to Yankees, for the benefit of AmeriNet, that this transaction was being effected in full compliance with the applicable securities laws of Yankees' state of domicile. 3. Except for securities acquired in reliance on Section 3(a)(9) of the Securities Act, I agree that I will in no event sell or distribute any of the AmeriNet securities unless in the opinion of AmeriNet's counsel (based on an opinion of Yankees' legal counsel) the AmeriNet securities may be legally sold without registration under the Securities Act, and/or registration and/or other qualification under then_applicable State and/or Federal statutes, or the AmeriNet securities will have been so registered and/or qualified and an appropriate prospectus, will then be in effect. 4. Yankees is fully aware that, except for the securities exchanged in reliance on Section 3(a)(9) of the Securities Act, the AmeriNet securities are being offered and issued by AmeriNet to Yankees in reliance on the exemption provided by Section 4(6) or the Securities Act which exempts the sale of securities by an issuer solely to accredited investors, based on Yankees' certifications and warranties. 5. In connection with the foregoing, Yankees consents to AmeriNet's legending certificates representing the AmeriNet securities to indicate Yankees' investment intent and the restriction on transfer contemplated hereby and to AmeriNet's placing a "stop transfer" order against the AmeriNet securities in AmeriNet's securities transfer books until the conditions set forth herein will have been met. 6. On behalf of Yankees, I acknowledge execution hereof that Yankees has had access to Exchange Act Reports that contain material information concerning AmeriNet and Park City Group, Inc., and to their updated financial statements, business plans and information, books, records and properties, and have inspected the same to Yankees' full and complete satisfaction prior to acquisition of the AmeriNet securities. 7. On behalf of Yankees, I represent and warrant that because of Yankees' experience in business and investments, it is competent to make an informed investment decision with respect thereto on the basis of Yankees' inspection of AmeriNet's records and Yankees' questioning of AmeriNet's officers. Edward C. Dmytryk May 18, 2001 Page 2 On behalf of Yankees, I further certify that Yankees' domicile is located at the address set forth in the Agreement. Very truly yours, The Yankee Companies, Inc. /s/ Leonard Miles Tucker /s/ Leonard Miles Tucker President Escrow Agreement This Escrow Agreement (the "Escrow Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act ("AmeriNet"); Wriwebs.com, Inc., a Florida corporation ("WRI"); and, Edward C. Dmytryk, a Florida resident (the "Escrow Agent;" AmeriNet and WRI being collectively referred to as the "Principals" and the Escrow Agent and the Principals being sometimes hereinafter collectively referred to as the "Parties" and each being sometimes hereinafter generically referred to as a "Party"). Preamble: Whereas, the Principals desire that the Escrow Agent hold all shares of WRI's common stock owned by AmeriNet (the "Escrow Res") pending its disposition as required under the terms of the superseder and exchange agreement entered into by AmeriNet, WRI and the Yankee Companies, Inc., a Florida corporation ("Yankees"), on or about January 26, 2001 (the "Principles' Agreement"), including the distribution of shares to Mr. Caputa and Yankees and the registration of WRI common stock with the Commission for issuance to holders of AmeriNet common stock and their successors in interest, as of the close of business on the day which the required registration statement is declared effective by the Commission (the "Qualifying Recipients"); and Whereas, such arrangement is required as a supplement to the Principles' Agreement because of AmeriNet's anticipated acquisition of Park City Group, Inc. (a Delaware corporation headquartered in Park City, Utah; "PCG"), which has insisted as a condition of such acquisition, that that AmeriNet divest itself of all assets other than between $1,000,000 and $5,000,000 in cash prior to the closing on the acquisition of PCG; and Whereas, the Escrow Agent has agreed to act as escrow agent for the Escrow Res on the terms and conditions now about to be set forth. Now, Therefore, in consideration of the covenants and agreements herein set forth and other good and lawful consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows: Witnesseth: I. Escrow (a) The Escrow Agent agrees to hold all of the Escrow Res in escrow subject to the following terms and conditions, which shall control in the event of any conflict between the provisions hereof and those reflected in any other instruments. (1) The Escrow Res, or any portion thereof, may be disbursed at any time upon notification in writing, signed by both Principals, such writing to be orally confirmed by the Escrow Agent; or (2) The Escrow Res, or any portion thereof, may be disbursed upon receipt of separate written instruments, one from each Principal, otherwise meeting the requirements of Section I(a)(1); or (3) (A) The Escrow Agent will deliver the portion of the Escrow Res to be distributed to the Qualifying Recipients to WRI's transfer agent, provided that it is registered as such and in good standing with the Commission (the "WRI Transfer Agent"), at such time as the Escrow Agent is notified that the registration statement filed by WRI with the Commission registering the Escrow Res for distribution to the Qualifying Recipients (the "WRI Registration Statement") has been declared effective by the Commission, with signature medallion guaranteed, as required to permit distribution of the Escrow Res to the Qualified Recipients in the manner called for by the WRI Registration Statement. (B) The Escrow Agent will deliver the portion of the Escrow Res to be delivered to Mr. Caputa, to Mr. Caputa pursuant to the terms of the Principles' Agreement, concurrently with Mr. Caputa's delivery to the Escrow Agent, with signature medallion guaranteed, as required to permit immediate cancellation by AmeriNet of the shares of AmeriNet common stock which Mr. Caputa is required to return to AmeriNet under the terms of the Principles' Agreement. (C) The Escrow Agent will deliver the portion of the Escrow Res to be delivered to Yankees pursuant to the terms of the Principles' Agreement, concurrently with the distribution of AmeriNet common stock to the Qualifying Recipients, as described in Section 1(a)(3)(A) above. (4) In the event that WRI fails to secure an effective date for the Registration Statement in a manner rendering it abandoned under federal securities laws, regulations or rules, then the Escrow Agent shall immediately convey the Escrow Res other than that theretofore tendered to Mr. Caputa, to the order of Yankees, for disposition as Yankees deems appropriate, in its sole discretion. (5) In the event that the Escrow Agent has not received acceptable dispositive instructions from the Principals within 12 months after the date of this Escrow Agreement, he may, at his option, initiate an action in the nature of interpleader and deposit the Escrow Res in the registry of a court of competent jurisdiction, for disposition. (6) In the event that either Principal fails to provide the Escrow Agent with confirmation of disbursement instructions satisfactory to the Escrow Agent after receipt of a disbursement demand from the other Principal, the Escrow Agent may, at his option, initiate an action in the nature of interpleader and deposit the Escrow Res in the registry of a court of competent jurisdiction, for disposition. (b) Unless otherwise provided for in this Escrow Agreement or any addendum hereto, the Escrow Agent shall disburse the Escrow Res without interest or other accumulation in value. (c) The Escrow Agent shall not be deemed to have knowledge of any matter or thing unless and until the Escrow Agent has actually received written notice of such matter or thing and the Escrow Agent shall not be charged with any constructive notice whatsoever. (d) In the event the Escrow Res consist in whole or in part of stocks, bonds or certificates of deposit (or any other property which may fluctuate in value) the Escrow Agent shall hold in escrow, pursuant to this Escrow Agreement, any proceeds of the Escrow Res actually delivered to the Escrow Agent and realized as a result of splits, calls, redemptions or otherwise, but shall not be obligated to ascertain the existence of (or initiate recovery of) such proceeds or to become or remain informed with respect to the possibility or probability of such proceeds being realized at any time in the future, or to inform any Principal(s) or any third party with respect to the nature and extend of any proceeds realized, except upon the written request of such party, or to monitor current market values of the Escrow Res. Furthermore, the Escrow Agent shall not be obligated to proceed with any action or inaction based on information with respect to market values of the Escrow Res which the Escrow Agent may in any manner learn, nor shall the Escrow Agent be obligated to inform the Principal(s) or any third party with respect to market values of any one or more of the Escrow Res at any time, the Escrow Agent having no duties with respect to investment management or information, all Principals(s) understanding and intending that Escrow Agent's responsibilities are purely ministerial in nature. Any reduction in the market value or other value of the Escrow Res while deposited with the Escrow Agent shall be at the sole risk of Principal(s). (e) In the event instructions from Principal(s) would require the Escrow Agent to expend any funds or to incur any cost, the Escrow Agent shall be entitled to refrain from taking any action until it receives payment for such costs. (f) The Principal(s) acknowledge and agree that nothing in this Escrow Agreement shall prohibit the Escrow Agent from (1) serving in a similar capacity on behalf of the others or (2) acting in the capacity of attorney for one or more Principal(s) in connection with any matter. (g) The Parties acknowledge that the Qualified Recipients and Yankees shall be third party beneficiaries under this Escrow Agreement for purposes of enforcing rights to receipt of the Escrow Res, as provided for in this Escrow Agreement. II. Release of Escrowed Property (a) The Escrow Agent agrees to release the Escrow Res in accordance with the terms and conditions set forth in this Escrow Agreement. (b) In the event the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any Principal(s) or from third persons with respect to the Escrow Res or any other sums or things which may be held hereunder, which, in its sole opinion, are in conflict with any provision of this Escrow Agreement, the Escrow Agent shall be entitled to refrain from taking any action until it shall be directed otherwise in writing by all Principal(s) and said third persons, or by a final order or judgment of a court of competent jurisdiction. (c) If all or any portion of the Escrow Res delivered to the Escrow Agent is in the form of a check or in any form other than cash, the Escrow Agent shall deposit them as required but shall not be liable for the nonpayment thereof nor responsible to enforce collection thereof. If such check or other instrument other than cash representing the Escrow Res is returned to the Escrow Agent unpaid, the Escrow Agent shall notify the applicable Principal(s) for further instructions. III. Liability of Escrow Agent (a) It is agreed that the duties of the Escrow Agent are purely ministerial in nature and shall be expressly limited to the safekeeping of the Escrow Res and for the disposition of same in accordance with this Escrow Agreement. (b) Each Principal hereby indemnifies the Escrow Agent and holds it harmless from and against any and all claims, liabilities, damages, costs, penalties, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature, which it may incur or with which it may be threatened directly or indirectly arising from or in any way connected with this Escrow Agreement or which may result from the Escrow Agent's following of instructions from Principal(s), and in connection therewith, indemnifies the Escrow Agent against any and all expenses, including attorney's fees and the cost of defending any action, suit, or proceeding or resisting any claim, whether or not litigation is instituted. (c) The Escrow Agent shall be vested with a lien on all Escrow Res held hereunder which are deliverable to the Principal(s) under the terms of this Escrow Agreement, for indemnification, attorney's fees, court costs arising from any suit, interpleader or otherwise, or other expenses, fees or charges of any character or nature, which may be incurred by the Escrow Agent by reason of disputes arising between Principal(s) and/or any third party as to the correct interpretation of this Escrow Agreement and/or the Consulting Agreement, and instructions given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow Agent, regardless of the instruments aforesaid and without the necessity of instituting any action, suit or proceeding, to hold the Escrow Res until and unless said additional expenses, fees and charges shall be fully paid. IV. Disputes (a) In the event the Escrow Agent is joined as a party of a lawsuit by virtue of the fact that it is holding the Escrow Res, the Escrow Agent shall, at its option, either (1) tender the Escrow Res to the registry of the appropriate court or (2) disburse the Escrow Res in accordance with the court's ultimate disposition of the case, and the Principal(s) hereby, jointly and severally, indemnify and hold the Escrow Agent harmless from and against any damages or losses in connection therewith including, but not limited to, reasonable attorney's fees and court costs at all trial and appellate levels. (b) In the event the Escrow Agent tenders the Escrow Res to the registry of the appropriate court and files an action of interpleader naming the Principal(s) and any affected third parties from whom the Escrow Agent has received actual notice, the Escrow Agent shall be released and relieved from any and all further obligations and liability hereunder or in connection herewith and the Principal(s) hereby, jointly and severally, indemnify and hold the Escrow Agent harmless from and against any damages or losses arising in connection therewith including, but not limited to, all costs and expenses incurred by the Escrow Agent in connection with the filing of such action including, but not limited to, the reasonable attorneys' fees and court costs at all trial and appellate levels. V. Term of Agreement (a) This Escrow Agreement shall remain in effect until it is canceled in any of the following manners: (1) Upon provision of written notice by all Principal(s) to the Escrow Agent notifying it of cancellation of its designation as escrow agent to act and serve in said capacity, in which event, cancellation shall take effect no earlier than twenty (20) days after notice to the Escrow Agent of such cancellation; or (2) The Escrow Agent may resign as escrow agent at any time upon giving notice to the Principal(s) of its desire to so resign, however, the resignation of the Escrow Agent shall take effect no earlier than ten (10) days after the giving of notice of resignation; or (3) Upon compliance with all escrow provisions as set forth in this Escrow Agreement and in the Consulting Agreement. (b) In the event the Principal(s) fail to agree to a successor escrow agent within the period described above, the Escrow Agent shall have the right to deposit all of the Escrow Res held hereunder into the registry of an appropriate court and request judicial determination of the rights between Principal(s), by interpleader or other appropriate action, and the Principal(s) hereby, jointly and severally, indemnify and hold the Escrow Agent harmless from and against any damages or loses in connection therewith, including, but not limited to, reasonable attorney's fees and court costs at all trial and appellate levels. (c) Upon termination of the duties of the Escrow Agent in either manner set forth in subparagraphs 1 or 2 of Paragraph (a) of this Article V, the Escrow Agent shall deliver all of the Escrow Res to the newly appointed escrow agent designated by the Principal(s), and, except for rights of the Escrow Agent specified in Paragraph (a) of Article III of this Escrow Agreement, the Escrow Agent shall not otherwise have the right to withhold the Escrow Res from said newly appointed escrow agent. (d) The Escrow Agent shall not be bound by any modification, cancellation or rescission of this Escrow Agreement unless in writing and signed by all Principal(s) and the Escrow Agent. In no event shall any modification of this Escrow Agreement, which shall affect the rights or duties of the Escrow Agent, be binding on the Escrow Agent unless it shall have given its prior written consent. VI. Cumulative Rights No right, power or remedy conferred upon the Escrow Agent by this Escrow Agreement is exclusive of any other right, power or remedy, but each and every such right, power or remedy shall be cumulative and concurrent and shall be in addition to any other right, power or remedy the Escrow Agent may have under the Escrow Agreement or now or hereafter existing at law, in equity or by statute, and the exercise of one right, power or remedy by the Escrow Agent shall not be construed or considered as a waiver of any other right, power or remedy. VII. Compensation As consideration for the Escrow Agent's services hereunder, the Principals shall each pay the Escrow Agent the consideration set forth below, to be tendered to the Escrow Agent within ten business days following execution of this Escrow Agreement: (a) AmeriNet shall tender to the Escrow Agent, 5,000 shares of its unregistered common stock, to be issued in reliance on the exemptions from registration provided by Section 4(6) of the Securities Act and Section 517.061(11) of the Florida Act. (b) WRI shall tender to the Escrow Agent, 3,000 shares of its unregistered common stock, to be issued in reliance on the exemptions from registration provided by Section 4(6) of the Securities Act and Section 517.061(11) of the Florida Act. (c) As a condition precedent to the receipt of the compensation called for by this Article VII, the Escrow Agent hereby represents to the other Parties to this Escrow Agreement that the Escrow Agent: (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 Escrow Agent'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 WRI and 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 WRI and 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 WRI and AmeriNet concerning the terms and conditions of this Escrow Agreement and the transactions contemplated hereby, as well as the affairs of WRI and AmeriNet, the contemplated affairs of WRI and AmeriNet 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, including, without limitation, the representations in the form of the investment letters annexed hereto and made a part hereof as exhibit VII, an original of which (bearing modifications required to personalize the letter as to gender, etc., will be executed by the Escrow Agent and tendered to WRI and AmeriNet concurrently with the Closing; (7) Is aware that: (a) The securities involved are a speculative investment with no assurance that WRI and AmeriNet will be successful, or if successful, that such success will result in payments to the Escrow Agent or to realization of capital gains by the Escrow Agent on disposition of the securities involved; and (b) The securities to be issued to him, her or it have not been registered under the Securities Act or under any state securities laws, accordingly the Escrow Agent may have to hold such securities and may not be able to liquidate, pledge, hypothecate, assign or transfer them; (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 Escrow 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; and (9) (a) Certificates for the securities involved will bear restrictive legends and WRI and AmeriNet's transfer agents will be instructed not to transfer the subject securities unless they have been registered pursuant to Section 5 of the Securities Act or an opinion of counsel to the Escrow Agent satisfactory to legal counsel to WRI or AmeriNet and WRI or AmeriNet's chief executive officer (as the transaction requires) has been provided, to the effect that the proposed transaction is exempt from registration requirements imposed by the Securities Act, the Exchange Act and any applicable state or foreign laws; (b) The legend will read substantially as follows: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(6) of such act, and comparable state law provisions. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to [WRI or AmeriNet]'s satisfaction." VIII. Miscellaneous 8.1 Amendment. No modification, waiver, amendment, discharge or change of this Escrow Agreement shall be valid unless the same is evinced by a written instrument, subscribed by the Party against which such modification, waiver, amendment, discharge or change is sought. 8.2 Notice. All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (a) To AmeriNet: AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Attention: Vanessa H. Lindsey, Secretary; Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail vanessa@amerinetgroup.com, until AmeriNet acquires PCG and thereafter, to Park City Group. Inc.; Randall K. Fields, President; Park City Group, Inc.; 333 Main Street; Park City, Utah 84806; Telephone (435) 649-2221, Fax (435) 649-2110; e-mail, randy@parkcity.com; Website, www.parkcity.com (b) To WRI: Wriwebs.com, Inc.; 100 East Sample Road, Suite 210; Pompano Beach, Florida 33064; Attention: Michael A. Caputa, President; Telephone (954) 569-0200; fax (954) 569-0301; e-mail Michael@Wriwebs.com (c) To Yankees: The Yankee Companies, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431; Attention: Leonard Miles Tucker, President; Telephone (561) 998-2025, Fax (561) 998-3425; and, l e-mai lenny@yankeecompanies.com; (d) To the Escrow Agent: Edward C. Dmytryk; 1941 Southeast 51st Terrace, Suite 1500; Ocala, Florida 34471; Telephone (352) 694-6661, Fax (352) 694-1325; and, e-mail, edmytryk@earthlink.net, (e) Or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. 8.3 Merger. 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. All prior agreements whether written or oral shall be of no force or effect. 8.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and closing hereon and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 8.5 Severability. If any provision or any portion of any provision of this Escrow Agreement or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Escrow Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. 8.6 Governing Law and Venue. This Escrow Agreement shall be governed by the laws of the State of Florida and any proceedings hereunder shall be held in a forum of the Escrow Agent's choice. 8.7 Litigation. In any action between the Parties to enforce any of the terms of this Escrow Agreement or any other matter arising from this Escrow Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. 8.8 Benefit of Agreement. The terms and provisions of this Escrow Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees. 8.9 Captions. The captions in this Escrow Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Escrow Agreement or the intent of any provisions hereof. 8.10 Number and Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. 8.11 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 Escrow Agreement. 8.12 Counterparts. This Escrow Agreement may be executed in any number of counterparts. All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. 8.13 License. This Escrow Agreement is the property of the Yankees Companies, Inc., a Florida corporation ("Yankees") and the use hereof by the Parties is authorized hereby solely for purposes of this transaction and, the use of this form of agreement or of any derivation thereof without Yankees's prior written permission is prohibited. IX. Definitions & Rules of Construction The following terms or phrases, as used in this Escrow 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 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) Code: The Internal Revenue Code of 1986, as amended. (c) Commission: The United States Securities and Exchange Commission (d) 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. (e) Exchange Act: The Securities Exchange Act of 1934, as amended. (f) Florida Act: The Florida Securities and Investor Protection Act (J) 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. (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. (g) Principles' Agreement: The agreement entered into between AmeriNet, WRI and Yankees, on or about January 26, 2001. (_) Securities Act: The Securities Act of 1933, as amended. (h) Service: The United States Internal Revenue Service. (i) 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. (j) Additional terms characterized by initial capital letters are defined in this Escrow Agreement immediately following their first use. IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be executed effective as of the 2nd day of April, 2001. Signed, sealed and delivered In Our Presence: AmeriNet Group.com, Inc. /s/ Sally Ann Stroberg /s/ Jennifer Mitchem /s/ Vanessa H. Lindsey Vanessa H. Lindsey Secretary Wriwebs.com, Inc. /s/ John Haclelio /s/ Patrica Caputa By: /s/ Michael A. Caputa Michael A. Caputa, President Escrow Agent /s/ Sally Ann Stroberg /s/ Edward C. Dmytryk Edward C. Dmytryk /s/ Jennifer Mitchem Exhibit VII Form of Investment Letters April 2, 2001 Edward C. Dmytryk President AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225 Boca Raton, Florida 33431 Re.: AmeriNet's Securities Dear Mr. Dmytryk: I hereby certify and warrant that I am a party to that certain escrow agreement to which a form of this letter is annexed as an exhibit (the "Agreement"), pursuant to which I am acquiring equity securities of WRI and AmeriNet and I am providing this letter to acknowledge certain matters and to bind myself by certain agreements required by WRI and AmeriNet, in order to assure that the issuance of unregistered securities to me complies with applicable exemptions from securities registration requirements provided under federal securities laws and the securities laws of my state of domicile. I hereby certify under penalty of perjury that: 1. Upon receipt of the WRI and AmeriNet securities, I will be acquiring them for my own account for investment purposes without any intention of selling or distributing all or any part thereof. I represent and warrant that I qualify as an accredited investor (as that term is defined in Rule 501(a) of Regulation D promulgated under authority of the Securities Act of 1933, as amended [the "Securities Act"]) and that I am sophisticated in financial affairs, or have relied on the advice of someone sophisticated in financial affairs, and I able to bear the economic risks of this investment and I do not have any reason to anticipate any change in my circumstances, financial or otherwise, nor any other particular occasion or event which should cause me to sell or distribute, or necessitate or require my sale or distribution of the WRI and AmeriNet securities. No one other than me has any beneficial interest in the WRI and AmeriNet securities. 2. I have consulted with my own legal counsel who, after having been apprized by me of all the material facts surrounding this transaction, opined to me, for the benefit of WRI and AmeriNet, that this transaction was being effected in full compliance with the applicable securities laws of my state of domicile. 3. I agree that I will in no event sell or distribute any of the WRI and AmeriNet securities unless in the opinion of WRI and AmeriNet's counsel (based on an opinion of my legal counsel) the WRI and AmeriNet securities may be legally sold without registration under the Securities Act, and/or registration and/or other qualification under then-applicable State and/or Federal statutes, or the WRI and AmeriNet securities will have been so registered and/or qualified and an appropriate prospectus, will then be in effect. 4. I am fully aware that the WRI and AmeriNet securities are being offered and issued by WRI and AmeriNet to me in reliance on the exemption provided by Section 4(6) or the Securities Act which exempts the sale of securities by an issuer solely to accredited investors, based on my certifications and warranties. 5. In connection with the foregoing, I consent to WRI and AmeriNet's legending my certificates representing the WRI and AmeriNet securities to indicate my investment intent and the restriction on transfer contemplated hereby and to WRI and AmeriNet's placing a "stop transfer" order against the WRI and AmeriNet securities in WRI and AmeriNet's securities transfer books until the conditions set forth herein will have been met. 6. I acknowledge by my execution hereof that I have had access to Exchange Act Reports that contain material information concerning WRI and AmeriNet, and to WRI and AmeriNet's updated financial statements, business plans and information, books, records and properties, and have inspected the same to my full and complete satisfaction prior to my acquisition of the WRI and AmeriNet securities. 7. I represent and warrant that because of my experience in business and investments, I am competent to make an informed investment decision with respect thereto on the basis of my inspection of WRI and AmeriNet's records and my questioning of WRI and AmeriNet's officers. I further certify that my domicile is located at the address set forth in the Agreement. Very truly yours, /s/ Edward C. Dmytryk /s/ Edward C. Dmytryk Signature Exhibit VII Form of Investment Letters April 2, 2001 Michael A. Caputa President Wriwebs.com, Inc. 100 East Sample Road, Suite 210 Pompano Beach, Florida 33064 Re.: WRI's Securities Dear Mr. Caputa: I hereby certify and warrant that I am a party to that certain escrow agreement to which a form of this letter is annexed as an exhibit (the "Agreement"), pursuant to which I am acquiring equity securities of WRI and AmeriNet and I am providing this letter to acknowledge certain matters and to bind myself by certain agreements required by WRI and AmeriNet, in order to assure that the issuance of unregistered securities to me complies with applicable exemptions from securities registration requirements provided under federal securities laws and the securities laws of my state of domicile. I hereby certify under penalty of perjury that: 1. Upon receipt of the WRI and AmeriNet securities, I will be acquiring them for my own account for investment purposes without any intention of selling or distributing all or any part thereof. I represent and warrant that I qualify as an accredited investor (as that term is defined in Rule 501(a) of Regulation D promulgated under authority of the Securities Act of 1933, as amended [the "Securities Act"]) and that I am sophisticated in financial affairs, or have relied on the advice of someone sophisticated in financial affairs, and I able to bear the economic risks of this investment and I do not have any reason to anticipate any change in my circumstances, financial or otherwise, nor any other particular occasion or event which should cause me to sell or distribute, or necessitate or require my sale or distribution of the WRI and AmeriNet securities. No one other than me has any beneficial interest in the WRI and AmeriNet securities. 2. I have consulted with my own legal counsel who, after having been apprized by me of all the material facts surrounding this transaction, opined to me, for the benefit of WRI and AmeriNet, that this transaction was being effected in full compliance with the applicable securities laws of my state of domicile. 3. I agree that I will in no event sell or distribute any of the WRI and AmeriNet securities unless in the opinion of WRI and AmeriNet's counsel (based on an opinion of my legal counsel) the WRI and AmeriNet securities may be legally sold without registration under the Securities Act, and/or registration and/or other qualification under then-applicable State and/or Federal statutes, or the WRI and AmeriNet securities will have been so registered and/or qualified and an appropriate prospectus, will then be in effect. 4. I am fully aware that the WRI and AmeriNet securities are being offered and issued by WRI and AmeriNet to me in reliance on the exemption provided by Section 4(6) or the Securities Act which exempts the sale of securities by an issuer solely to accredited investors, based on my certifications and warranties. 5. In connection with the foregoing, I consent to WRI and AmeriNet's legending my certificates representing the WRI and AmeriNet securities to indicate my investment intent and the restriction on transfer contemplated hereby and to WRI and AmeriNet's placing a "stop transfer" order against the WRI and AmeriNet securities in WRI and AmeriNet's securities transfer books until the conditions set forth herein will have been met. Mr. Michael Caputa April 2, 2001 Page 2 6. I acknowledge by my execution hereof that I have had access to Exchange Act Reports that contain material information concerning WRI and AmeriNet, and to WRI and AmeriNet's updated financial statements, business plans and information, books, records and properties, and have inspected the same to my full and complete satisfaction prior to my acquisition of the WRI and AmeriNet securities. 7. I represent and warrant that because of my experience in business and investments, I am competent to make an informed investment decision with respect thereto on the basis of my inspection of WRI and AmeriNet's records and my questioning of WRI and AmeriNet's officers. I further certify that my domicile is located at the address set forth in the Agreement. Very truly yours, /s/ Edward C. Dmytryk Edward C. Dmytryk Signature License Transfer Agreement This License Transfer Agreement (the "Agreement") is made and entered into by and between and among The Yankee Companies, Inc., a Florida Corporation (the "Licensor"), AmeriNet Group.com, Inc., a Delaware corporation (the "Licensee") and AmeriNet Communications, Inc., a Florida corporation ("AmeriCom"), sometimes hereinafter collectively referred to as the "Parties"). Preamble: WHEREAS, the parties previously entered into discussions for the development of a financial news program, known among the parties as the "Emerging Companies" project, which was conceived and planned by Licensor, and to that end created a license between Licensor and Licensee; and WHEREAS, Licensor and Licensee agreed with AmeriCom that AmeriCom would be responsible for the development and profitability of the Emerging Companies project, and to that end agreed that AmeriCom would be a sublicensee; and WHEREAS, the Licensee has entered into an agreement with Park City Group, Inc., which requires divestiture by Licensee of certain assets and agreements; and WHEREAS, the agreement with Park City Group, Inc. is advantageous to Licensor and Licensee, such that the reassignment of all rights to the Emerging Companies project to Yankees and the waiver by Yankees of any remaining obligations to the other parties is valuable to those Parties; and WHEREAS, the failure of AmeriCom to develop and make profitable the Emerging Companies concept has resulted in potential liabilities for AmeriCom, and therefore it is advantageous to AmeriCom to eliminate those liabilities by entering into this agreement; NOW THEREFORE, in consideration of the premises and the mutual advantage to each party which will result from this agreement, the Parties, intending to be legally bound, hereby agree as follows: Article One Reassignment of Rights The Licensee and AmeriCom hereby reassign to the Licensor all right, title and interest in and to the Emerging Companies project, and the Licensor hereby accepts the reassignment from the Licensee and AmeriCom. Article Two Waiver by Licensor The Licensor hereby waives any and all further compliance with any agreement, understanding or undertaking regarding the Emerging Companies project due from any other party to this agreement. License Transfer Agreement Page 1 Article Three Waiver Licensee and AmeriCom hereby waive any further claim of any kind or character to the Emerging Companies project. Hereafter, all parties agree that all rights to this project shall be the property of Licensor. Article Four Miscellaneous 4.1 Amendment. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. 4.2 Merger. This instrument contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. All prior agreements whether written or oral, are merged herein and shall be of no force or effect. 4.3 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.4 Severability. If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 4.5 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Florida but any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in Broward County, Florida. 4.6 Litigation. (a) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. License Transfer Agreement Page 2 (b) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (A) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida, to be selected by lot from six alternatives to be provided, three by the Licensor and three by the Licensee. (B) The mediation efforts shall be concluded within ten business days after their in itiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, three by the Licensor and three by the Licensee. (3) (A) Expenses of mediation shall be borne by the Licensee, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (C) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 4.7 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, recipes, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 4.8 Counterparts. (a) This Agreement may be executed in any number of counterparts. (b) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. License Transfer Agreement Page 3 Signed, Sealed & Delivered In Our Presence The Yankee Companies, Inc. a Florida corporation /S/ Nancy Malinaro /s/ Sally Ann Stroberg By: /s/ Leonard Miles Tucker Leonard Miles Tucker, President (CORPORATE SEAL) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 16, 2001 AmeriNet Group.com, Inc. a Delaware corporation. /s/ Jennifer Mitchem /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 16, 2001 AmeriNet Communications, Inc. a Florida corporation. /s/ Jennifer Mitchem /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 16, 2001 License Transfer Agreement Page 4 Amendment to License Agreement This Amendment to License Agreement (the "Agreement") is made and entered into by and between and among The Yankee Companies, Inc., a Florida Corporation (the "Licensor"), AmeriNet Group.com, Inc., a Delaware corporation (the "Licensee;" and Wriwebs.com, Inc., a Florida corporation ("WRI"), sometimes hereinafter collectively referred to as the "Parties"). Preamble: WHEREAS, the parties previously entered into an agreement for the licensing to Licensee of the the exclusive right to develop and use the domain names 15c2-11.com, 15c2-11.net, 15c2-11.org and 15c2-11.cc (the "Licensed Domain Names"); and WHEREAS, the Licensee has entered into an agreement with Park City Group, Inc., which requires divestiture by Licensee of certain assets and agreements; and WHEREAS, the agreement with Park City Group, Inc. is advantageous to Licensor and Licensee, such that the reassignment of the Licensed Domain Names to Yankees and the waiver by Yankees of any remaining obligations under the original licensing agreement is valuable to both Parties; and WHEREAS, the intention stated in the License Agreement to license the Licensed Domain Names to WRI was never effectuated and WRI desires to acknowledge its absence of rights in the Licensed Domain Names, and WRI will benefit from this amendment by being spared litigation to clarify its rights or lack thereof in the Licensed Domain Names, NOW THEREFORE, in consideration of the premises and the mutual advantage to each party which will result from this agreement, the Parties, intending to be legally bound, hereby agree as follows: Article One Reassignment by Licensee The Licensee hereby reassigns the Licensed Domain Names to the Licensor, and the Licensor hereby accepts the reassignment from the Licensee. Article Two Waiver by Licensor The Licensor hereby waives any and all further compliance with the License Agreement entered into between the parties on or about February 9, 2000. Article Three Acknowledgment and Waiver by WRI WRI hereby acknowledges that it was never assigned any rights in the Licensed Domain Names, and hereby waives any further claim of any kind or character to said names. License Agreement Page 1 Article Four Miscellaneous 4.1 Amendment. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. 4.2 Merger. This instrument contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. All prior agreements whether written or oral, are merged herein and shall be of no force or effect. 4.3 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 4.4 Severability. If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 4.5 Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of Florida but any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in Broward County, Florida. 4.6 Litigation. (a) In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. (b) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (A) First, the issue shall be submitted to mediation before a mediation service in Broward County, Florida, to be selected by lot from six alternatives to be provided, three by the Licensor and three by the Licensee. License Agreement Page 2 (B) The mediation efforts shall be concluded within ten business days after their in itiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, three by the Licensor and three by the Licensee. (3) (A) Expenses of mediation shall be borne by the Licensee, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (C) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 4.7 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, recipes, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 4.8 Counterparts. (a) This Agreement may be executed in any number of counterparts. (b) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Yankee Companies, Inc. a Florida corporation /s/ Nancy Malonrio /s/ Sally Ann Stroberg By: /s/ Leonard Miles Tucker Leonard Miles Tucker, President (CORPORATE SEAL) Attest:/s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: April 16, 2001 License Agreement Page 3 AmeriNet Group.com, Inc. a Delaware corporation. /s/ Sally Ann Stroberg /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 16, 2001 Wriwebs.com, Inc. a Florida corporation. /s/ Patrica Caputa __________________________ By: /s/ Michael A. Caputa Michael A. Caputa, President (CORPORATE SEAL) Attest: /s/ Jeffrey B. Levy Jeffrey B. Levy Secretary & General Counsel Dated: April 16, 2001 License Agreement Page 4 EX-99.2 15 exb_99-2.txt EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into by and between Park City Group, Inc., a Delaware corporation (the "Company") and Randall K. Fields ("Employee"), effective January 1, 2001. Recitals: A. Employee is the President and Chief Executive Officer of the Company. B. This Agreement is made to protect the Company's legitimate and legally protectible property and business interests. C. This Agreement is entered into as a term and condition of Employee's employment with the Company. Agreements: Now, Therefore, in consideration of the mutual covenants and promises contained in, and the mutual benefits to be derived from this Agreement, and for other good and valuable consideration, the Company and Employee agree as follows: 1. Employment. The Company hereby employs Employee, and Employee hereby accepts such employment, on the terms and conditions of this Agreement. 2. Term of the Employment. The employment of Employee by the Company will commence as of January 1, 2001 and end on the fifth anniversary of such date (the "Initial Term"), unless sooner terminated pursuant to the terms hereof or extended at the sole discretion of the Company's Board of Directors. The Initial Term and any subsequent terms will automatically renew for additional one year periods unless, six months prior to the expiration of the then current term, either party gives notice to the other that the Agreement will not renew for an additional term. In the event of such written notice being timely provided by the Company, Employee shall not be required to perform any responsibilities or duties to the Company during the final two months of the then-existing term. In such event, the Company will remain obligated to Employee for all compensation and other benefits set forth herein and in any written modifications hereto. 3. Duties. (a) General Duties. Employee shall be employed as President and Chief Executive Officer of the Company, and shall have such duties, responsibilities and obligations as are established by the Bylaws of the Company or are generally required of persons employed in similar positions. This shall include full executive powers of these positions over all operating and financial officers, the authority to hire and fire officers and other employees, and to authorize expenditures of money for corporate purposes, subject to the right of the Board of Directors to impose reasonable restrictions and requirements. (b) Performance. To the best of his ability and experience, Employee will at all times loyally and conscientiously perform all duties, and discharge all responsibilities and obligations, required of and from him pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. Employee shall devote his full time, energy, skill and attention to the business of the Company, and the Company shall be entitled to all of the benefits and profits arising from or incident to all such work, services, and advice of Employee rendered to the Company. (c) Company Directorship. Employee shall be elected to the position of director and shall serve on the Company's Board of Directors during his term of employment as Chairman. (d) Other Directorships and Businesses. During the term of his Employment, Employee may serve on the boards of directors or on advisory boards of other companies or engage in other business relationships, so long as such service does not interfere or conflict with the performance of Employee's duties hereunder, and provided further that Employee will not serve on the boards of directors or on advisory boards of companies which are direct competitors of the Company. (e) Outside Activities. Nothing in this Agreement shall prohibit Employee from directing his personal investments or accepting speaking or presentation engagements in exchange for honoraria, or from rendering services to, or serving on boards of, charitable organizations, so long as such activities do not interfere or conflict with the performance of Employee's duties hereunder. 4. Compensation and Benefits. (a) Salary. The Company shall pay to Employee an annual base salary of $350,000 ("Annual Base Salary"). The Annual Base Salary, which shall be pro-rated for any partial employment period, will be payable in equal bi-weekly installments or at such other intervals as may be established for the Company's customary payroll schedule, less all applicable federal, state and local income and employment tax withholdings required by law. The Annual Base Salary shall be subject to a cost of living increase of 5% annually commencing on January 1, 2002. In addition, the Annual Base Salary shall be subject to annual review and adjustment by the Board of Directors or any appropriate committee thereof in its sole discretion, provided, however, that Employee's Annual Salary may not be reduced below the amount in effect at the inception of this Agreement, as adjusted by the applicable cost of living increase. (b) Company Vehicle. The Company shall provide the Employee with a company vehicle. The cost of such vehicle shall not exceed $1,000.00 per month plus applicable deposits if purchased on a monthly installment contract or leased pursuant to a operating lease. The Company shall also pay reasonable operating costs of such vehicle to include insurance, registration and taxes, maintenance, fuel and other related costs. (c) Other Benefits. The Company acknowledges that the Employee conducts a considerable amount of business activities from Employee's personal residence. Accordingly, the Company shall pay all costs, charges and fees related to the installation and maintenance of a telephone line and system, and a wide area network and/or a high speed internet connection at the Employee's residence. In addition, the Company shall also provide the Employee with a computer and any other equipment deemed necessary for the Employee to conduct necessary business activities from Employees personal residence. The Company also acknowledges that the Employee's business assistant performs limited personal accounting and other services for the Employee. The Company hereby authorizes such activities so long as they do not materially interfere with said assistant's other Company responsibilities. Should Employee retain someone else to perform personal accounting services, the Company shall bear the cost of such services. (d) Benefit and Stock Option Plans. Employee shall be entitled to participate, to the extent of Employee's eligibility, in any employee benefit and stock option plans made available by the Company to its employees during the term of this Agreement. In addition, at no cost to Employee, Company will provide Employee, and his immediate family members living with him, coverage under a health and dental insurance plan during the term of Employee's employment and any applicable COBRA coverage period. (e) Vacations, Holidays, etc. Employee shall have four (4) weeks paid vacation and twelve (12) days personal/sick leave during each year he is employed. Any of the Employee's accrued and unused vacation and sick days at the end of a calendar year (December 31) shall be paid to the Employee within 30 days of the end of the calendar year. Any unpaid accrued vacation and sick days outstanding as of December 31, 2000 that has not been paid as of the date of this agreement shall be paid to the Employee no later than June 15, 2001. (f) Indemnification; D&O Insurance. The Company shall indemnify the Employee to the extent of and in accordance with the Indemnity Agreement attached as Exhibit "A" hereto, and shall provide director's and officer's insurance with such coverages, in such amounts and from such insurers as constitutes good practices by comparable companies in the same business as the Company. Such insurance shall provide defense and coverage obligations for any claim arising out of Employee's acts or omissions committed during the Initial Term or any subsequent term hereof, regardless of when such claims are asserted. (g) Incentive and Performance Bonuses. Upon execution of this Agreement, the Company shall pay the Employee a bonus equal to 5% of the consolidated and/or combined annual profits before interest, income taxes, depreciation and amortization but after deduction of all other expenses, determined in accordance with GAAP, of the Company and its affiliated and/or subsidiary entities commencing with the year ended December 31, 2001. Such bonus shall be paid within 30 days of the issuance of audited financial statements with respect to the applicable year. In addition to the foregoing, in recognition of Employee's responsibility to obtain suitable acquisitions for the benefit of the Company and to provide a substantial incentive to Employee to devote the substantial time, energy, skill and attention required to locate and close such acquisitions, the Company shall pay the Employee an amount equal to 5% of the consideration paid for the company or business acquired by the Company during the term of this Agreement, regardless of the form of the transaction, to be paid within 30 days of the closing of the transaction. The payment to Employee shall be in a form consistent with the consideration exchanged in the acquisition transaction (e.g., cash, common stock, options, etc.). (h) Travel and Business Expense Reimbursement. The Company shall promptly reimburse Employee for all of his reasonable business expenses, including international first class air travel, and auto mileage at the prevailing IRS rate, including travel to and from Employee's residence. (i) Life Insurance. The Company shall maintain a term life insurance policy in the name of the Employee for at least $10,000,000 with the beneficiary to be designated by the Employee at his sole discretion. 5. Proprietary Information. (a) Obligation. Employee shall not disclose, publish, disseminate, reproduce, summarize, distribute, make available or use any Proprietary Information, except in pursuance of Employee's duties, responsibilities and obligations under this Agreement and for the benefit of the Company. (b) Definition. As used in this Agreement, "Proprietary Information" means information that is (i) designated as "confidential," "proprietary" or both by the Company or should have been known to be "confidential" or "proprietary" to the Company from the nature of the information or the circumstances of its disclosure, and (ii) has economic value or affords commercial advantage to the Company because it is not generally known or readily ascertainable by proper means by other persons. By way of illustration, Proprietary Information includes but is not limited to information relating to the Company's products, services, business operations, business plans and financial affairs, and customers; any application, utility, algorithm, formula, pattern, compilation, program, device, method, technique, process, idea, concept, know-how, flow chart, drawing, standard, specification, or invention; and any tangible embodiment of Proprietary Information that may be provided to or generated by Employee. (c) Return upon Termination. Upon the termination of this Agreement for any reason, and at any time prior thereto upon request by the Company, Employee shall return to the Company all tangible embodiments of any Proprietary Information in Employee's possession, including but not limited to, originals, copies, reproductions, notes, memoranda, abstracts, and summaries. (d) Ownership. Any Proprietary Information developed or conceived by Employee during the term of this Agreement shall be and remain the sole property of the Company. Employee agrees promptly to communicate and disclose all such Proprietary Information to the Company and to execute and deliver to the Company any instruments deemed necessary by the Company to perfect the Company's rights in such Proprietary Information. 6. Termination of Employment. (a) Additional Definitions. For purposes of this Agreement, the following terms shall have the meanings assigned below: (i) "Cause" means (A) conviction of a crime involving moral turpitude, or (B) a determination by the Board of Directors ofthe Company in good faith that Employee [1] has failed to substantially perform his duties in his then current position,[2] has engaged in grossly negligent, dishonest or unethical activity, or [3] has breached a fiduciary duty or a covenant hereunder, including without limitation the unauthorized disclosure of Company trade secrets or confidential information, resulting in material loss or damage to the Company. (ii) "Change in Control of the Company" means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or any successor or replacement provision) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), if the Company were subject to such reporting requirements; provided that, without limitation, such a change in control shall be deemed to have occurred if any "person" (as such term is used in paragraph 13(d) and 14(d) of the Exchange Act) who on the date hereof is not a director or officer of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3, as amended or replaced, under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities. (iii) "Determination Date" means (A) if Employee's employment is terminated by his death, the date of his death, (B) if Employee's employment is terminated by reason of Disability, thirty (30) days after Notice of Termination is given, provided that Employee shall not have returned to the performance of his duties during such thirty (30) day period, (C) if Employee's employment is terminated by reason of a Change in Control of the Company, the date specified in the Notice of Termination, (D) if Employee's employment is terminated for Cause by reason of conviction of a crime involving moral turpitude, the date on which a Notice of Termination is given, or (E) if Employee's employment is terminated for Cause for a reason other than specified in (D), thirty (30) days after Notice of Termination is given, provided that Employee shall not have cured the reason for such Cause during such thirty (30) day period. (iv) "Disability" means (A) Employee's inability, by reason of physical or mental illness or other cause, to perform Employee's duties hereunder on a full-time basis for a period of twenty-six (26) consecutive weeks, or (B) in the discretion of the Board of Directors, as such term is defined in any disability insurance policy in effect at the Company during the time in question. (v) "Good Reason" means a failure by the Company to comply with any material provision of this Agreement which has not been cured within ten (10) days after notice of such noncompliance has been given by Employee to the Company. (vi) "Notice of Termination" means a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated. Any termination of Employee's employment by the Company or by Employee (other than termination pursuant to subsection 6(b) hereof) shall be communicated by written Notice of Termination to the other party hereto. (b) Termination on Employee's Death. Employee's employment hereunder shall terminate upon Employee's death. Upon such termination, Employee's representative or estate shall be entitled to receive only the compensation, benefits and reimbursement earned or accrued by Employee under the terms of his employment prior to the Determination Date, but shall not be entitled to any further compensation, benefits, or reimbursement subsequent to such date. (c) Termination By The Company for Employee's Disability. Employee's employment hereunder may be terminated without breach of this Agreement upon Employee's Disability, upon written Notice of Termination from the Company to Employee and Employee's failure to return to the performance of his duties as provided in Section 6(a)(iii)(B) hereof. Employee shall receive full compensation, benefits, and reimbursement of expenses pursuant to the terms of his employment from the date Disability begins until the Determination Date specified in the Notice of Termination given under this section, or until Employee begins to receive disability benefits pursuant to a Company disability insurance policy, whichever occurs first. (d) Termination By The Company For Cause. Employee's employment hereunder may be terminated without breach of this Agreement for Cause, upon written Notice of Termination from the Company to Employee and Employee's failure to cure such Cause as provided in Section 6(a)(iii)(E) hereof. If Employee's employment is terminated for Cause, the Company shall pay Employee his full Annual Base Salary accrued through the Determination Date, and the Company shall have no further obligation to Employee under this Agreement for other compensation or benefits accrued but unpaid prior to the Determination Date. (e) Termination On Change of Control of the Company. Employee's employment hereunder may be terminated without breach of this Agreement at any time within twelve months following a Change in Control of the Company at the election of the Employee. If the Employee's employment pursuant to this Section 6(e) is terminated, Employee shall be entitled to receive the compensation, benefits and reimbursement earned or accrued by Employee under the terms of his employment prior to the Determination Date, including any incentive bonus. In addition, Employee shall receive as a severance payment the balance of Employee's compensation through the end of the then current term of this Agreement at the rate that would have been in effect in the fifth year of this Agreement as if it were the current rate of compensation. Also, upon Employee's termination in connection with this Section 6(e), Employee shall be entitled to an annual bonus for the remaining period of this contract equal to the bonus due to Employee for the immediately preceding year. Employee's employment hereunder may not be terminated by the Company following a Change in Control of the Company without it being a breach of this Agreement. (f) Termination by Employee. Employee may terminate his employment hereunder for Good Reason or if his health should become impaired to an extent that makes his continued performance of his duties hereunder hazardous to his physical or mental health or his life, provided that Employee shall have furnished the Company with a written statement from a qualified doctor to such effect and, provided further, that, at the Company's request, Employee shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of Employee's doctor. If Employee shall terminate his employment pursuant to this Section 6(f), Employee shall be entitled to receive the following: (i) the compensation, benefits and reimbursement earned or accrued by Employee under the terms of his employment prior to the Determination Date, including any incentive bonus, (ii) if Employee shall terminate his employment for Good Reason consisting of the Company's material breach of this Agreement, severance, including bonuses, as defined in Section 6 (e) shall be due and payable to Employee. 7. Miscellaneous. (a) Severability. If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining provisions shall nevertheless remain in full force and effect. (b) Notices. Any notice required or permitted hereunder to be given by either party shall be in writing and shall be delivered personally or sent by certified or registered mail, postage prepaid, or by private courier, or by facsimile or telegram to the party to the address the party may designate from time to time. A notice delivered personally shall be effective upon receipt. A notice sent by facsimile or telegram shall be effective 24 hours after the dispatch thereof. A notice delivered by mail or by private courier shall be effective on the 3rd day after the day of mailing. A copy of notices given hereunder will be delivered or sent to the following persons and addresses (or such other address as designated from time to time): (c) Attorney's Fees. In the event of any action at law or equity to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and court costs in addition to any other relief to which such party may be entitled. (d) Governing Law. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of Utah. If any provision of this Agreement is determined by a court of law to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect. (e) Successors and Assigns. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. This Agreement is for the unique personal services of Employee, and Employee shall not be entitled to assign any of his rights or obligations hereunder. (f) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the employment of Employee. This Agreement can be amended or modified only in a writing signed by Employee and an authorized representative of the Company. (g) Signature by Facsimile and Counterpart. This Agreement may be executed in counterpart, and facsimile signatures are acceptable and binding on the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and signed as of the day and year first above written. "Company" Park City Group, Inc., a Delaware corporation "Employee" /s/ Randall K. Fields By: /s/ Randall K. Fields Name: Randall K. Fields Address: K. Fields Title: President Address: By: /s/ Narayan Krishnan Name: Narayan Krishnan Title: Chief Financial Officer EXHIBIT A INDEMNIFICATION AGREEMENT (See Attached Form of Agreement) EX-99.3 16 exb_99-3.txt FRONTLINE PROCESSING AGREEMENT AGREEMENT The parties to this agreement are Frontline Processing Corporation ("Frontline"), Michael Umile and Bruce Gleason. The purpose of this agreement is to resolve an outstanding debt for services for which Mr. Umile and Mr. Gleason are personally responsible, in the amount of $2,315.33. These services were rendered to American Internet Technical Center, Inc. ("AITC"), of which Mr. Umile and Mr. Gleason were principal owners. AITC was a subsidiary of AmeriNet Group.com ("AmeriNet")until it merged with WRIwebs.com, Inc., a current subsidiary of AmeriNet. The board of directors of AmeriNet has resolved to pay the debt owed to Frontline in AmeriNet stock, calculated at the value of the stock at its closing on January 8, 2001, namely $.30 per share. Mr. Umile and Mr. Gleason represent and warrant that the attached copy of the board resolution is true and correct and accurately reflects official action by the board of directors of AmeriNet. Frontline understands that the stock is restricted and cannot be sold for one year. In consideration of the mutual promises herein, the parties agree as follows: 1. Frontline hereby accepts the agreement of AmeriNet in satisfaction of the outstanding debt. 2. Frontline agrees to release Mr. Umile, Mr. Gleason and AmeriNet from all liability related to this debt in any way, to be effective upon delivery of the AmeriNet stock. Done this 15th day of April, 2001. FRONTLINE PROCESSING CORPORATION /s/ Michael Umile By: /s/ Ron Reavis Michael Umile Title: CEO /s/ Bruce Gleason Bruce Gleason EX-99.4 17 exb_99-4.txt SUPERSEDER AGREEMENT WITH BOLINA Superseder Agreement This Superseder 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, Bolena Trading Corp., S.A., a Panama corporation ("Bolena;" AmeriNet and Bolena being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet is currently indebted to Bolena for loans provided during the past five years and for the value of services, consulting advice and other matters; and 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, have no liabilities, no securities outstanding other than shares of its common stock and options and warrants to purchase shares of its common stock on a fully determinable basis as of the date of closing and no assets, as a result of which, AmeriNet must persuade Bolena to settle all outstanding liabilities; and WHEREAS, subject to the terms and conditions set forth below, Bolena 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 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; Superseder Agreement Page 1 (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) Aggregate Bolena Investment: All sums invested in AmeriNet by Bolena, including funds advanced, liabilities paid directly and the aggregate amount of the AmeriNet Notes immediately prior to the Closing. (C) (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. (D) Code: The Internal Revenue Code of 1986, as amended. (E) Commission: The United States Securities and Exchange Commission. (F) 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. (G) (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. (H) California Exemptions (1) California Corporate Securities Law, Section 25101.1. [Exemptions form qualification requirement. The following securities are not subject to Sections 25110, 25120 and 25130: (a) A security that is offered or sold in a transaction is exempt from registration under Section 4(1) or 4(3) of the Securities Act of 1933 (15 U.S.C. 77r) pursuant to Section 18(b)(4)(A) of that act, if the issuer, other than a foreign (other country) issuer described in subdivision (b), of the security files the required reports with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, (15 U.S.C. 78a et seq.). (2) California Corporate Securities Law, Section 25102. [Transactions exempted from qualification requirement.] .... (f) Any offer or sale of any security in a transaction (other than an offer or sale to a pension or profit-sharing trust of the issuer) that meets each of the following criteria: (1) Sales of the security are not made to more than 35 persons, including persons not in this state. (2) All purchasers either have a preexisting personal or business relationship with the offeror or any of its partners, officers, directors or controlling persons, or managers (as appointed or elected by the members) if the offeror is a limited liability company, or by reason of their business or financial experience or the business or financial experience of their professional advisers who are unaffiliated with and who are not compensated by the issuer or any affiliate or selling agent of the issuer, directly or indirectly, could be reasonably assumed to have the capacity to protect their own interests in connection with the transaction. (3) Each purchaser represents that the purchaser is purchasing for the purchaser's own account (or a trust account if the purchaser is a trustee) and not with a view to or for sale in connection with any distribution of the security. (4) The offer and sale of the security is not accomplished by the publication of any advertisement. The number of purchasers referred to above is exclusive of any described in subdivision (i), any officer, director, or affiliate of the issuer, or manager (as appointed or elected by the members) if the issuer is a limited liability company, and any other purchaser who the commissioner designates by rule. For purposes of this section, a husband and wife (together with any custodian or trustee acting for the account of their minor children) are counted as one person and a partnership, corporation or other organization that was not specifically formed for the purpose of purchasing the security offered in reliance upon this exemption, is counted as one person. The commissioner may by rule require the issuer to file a notice of transactions under this subdivision. However, the failure to file the notice or the failure to file the notice within the time specified by the rule of the commissioner shall not affect the availability of this exemption. An issuer who fails to file the notice as provided by rule of the commissioner shall, within 15 business days after demand by the commissioner, file the notice and pay to the commissioner a fee equal to the fee payable had the transaction been qualified under Section 25110. (I) Covered Securities: Securities Act, Section 18(b), Covered Securities, For purposes of this section, the following are covered securities: ... (4){Certain Exempt Offerings} Exemption in connection with certain exempt offerings. A security is a covered security with respect to a transaction that is exempt from registration under this title pursuant to: (A) Paragraph (1) or (3) of Section 4, and the issuer of such security files reports with the Commission pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934; (B) Section 4(4); (C) Section 3(a), other than the offer or sale of a security that is exempt from such registration pursuant to paragraph (4), (10), or (11) of such section, except that a municipal security that is exempt from such registration pursuant to paragraph (2) of such section is not a covered security with respect to the offer or sale of such security in the State in which the issuer of such security is located. (J) Securities Act: The Securities Act of 1933, as amended. (K) Service: The United States Internal Revenue Service. (L) 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. (M) 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) AmeriNet: AmeriNet hereby agrees to issue to Bolena, prior to the Closing, 220,000 unregistered shares of AmeriNet's common stock, $0.001 par value per share. (B) Bolena: Bolena hereby agrees that the issuance of the 220,000 unregistered shares of AmeriNet's common stock, $0.001 par value per share, referred to above shall be in full satisfaction of all obligations of AmeriNet to Bolena, from the beginning of time until the Closing. (C) The Parties hereby agree to terminate any and all agreements between them. (D) As a material inducement to each Parties entry into this Agreement, each of the Parties hereby represents to the others that the representing Party: (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 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, including, without limitation, the representations in the form of the investment letters annexed hereto and made a part hereof as exhibit 3(D)(6), an original of which (bearing modifications required to personalize the letter as to gender, etc., will be executed by such Party and tendered to AmeriNet concurrently with the Closing; (7) Is aware that: (a) The securities involved are a speculative investment with no assurance that PCG 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; and (b) The securities to be issued to him, her or it have not been registered under the Securities Act or under any state securities laws, accordingly such Party may have to hold such securities and may not be able to liquidate, pledge, hypothecate, assign or transfer them; (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; and (9) (a) Certificates for the securities involved will bear restrictive legends and the transfer agents involved will be instructed not to transfer the subject securities unless they have been registered pursuant to Section 5 of the Securities Act or an opinion of counsel to such Party satisfactory to legal counsel to AmeriNet and its chief executive officer has been provided, to the effect that the proposed transaction is exempt from registration requirements imposed by the Securities Act, the Exchange Act and any applicable state or foreign laws; The legend will read substantially as follows: "The securities represented by this certificate were issued without registration under the Securities Act of 1933, as amended, or comparable state laws in reliance on the provisions of Section 4(6) of such act, and comparable state law provisions. These securities may not be transferred pledged or hypothecated unless they are first registered under applicable federal, state or foreign laws, or the transaction is demonstrated to be exempt from such requirements to AmeriNet's satisfaction." Article III Superseder, Mutual Releases & Closing (A) The terms of this Agreement supersede the terms of all other agreements between AmeriNet, Bolena 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. (B) In consideration for the exchange of covenants reflected above but excepting only the obligations created by this Agreement, AmeriNet and Bolena 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 Bolena that alltransactions 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. (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 Bolena: Bolena Trading Corp., S.A.; 211 South State College Boulevard, Suite 124; Anaheim, California 92806; Attention: Jerry Spellman, Managing Director; Telephone: (714) 974-5778. 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 Yankee Companies, Inc., a Florida corporation ("Yankees") serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised AmeriNet 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 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' 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. 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 Bolena 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; (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. (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 Bolena 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 /s/ (A Delaware corporation) /s/ Jennifer Mitchem /s/ By: /s/ Edward C.Dmytryk Edward C. Dmytryk, President (Corporate Seal) Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Dated: May 29, 2001 State of Florida } County of Marion } ss.: On this 29th 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 /s/ Notary Public Bolena Trading Corp., S.A. /s/ Charles J. Scimeca /s/ (a Panama corporation) _________________________________ By: /s/ Jerry Spellman Jerry Spellman, managing Director (Corporate Seal) Attest: _____________________________ ___________________, Secretary Dated: May 24, 2001 State of California } County of Orange } ss.: On this 24th day of May, 2001, before me, a notary public in and for the county and state aforesaid, personally appeared Jerry Spellman and ___________________, to me known, and known to me to be the managing Director and secretary of Bolena Trading Corp., S.A., 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 Bolena Trading Corp., S.A., 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 27th day of May, 2004. (Seal) /s/ Christine F. Kordik Notary Public Exhibit 3(D)(6) Form of Investment Letters Date: April __, 2001 Edward C. Dmytryk President AmeriNet Group.com, Inc. Crystal Corporate Center 2500 North Military Trail, Suite 225-C Boca Raton, Florida 33431 Re.: AmeriNet Securities Dear Mr. Dmytryk: I hereby certify and warrant that I am a party to that certain superseder agreement to which a form of this letter is annexed as an exhibit (the "Agreement"), pursuant to which I am acquiring equity securities of AmeriNet Group.com, Inc. ("AmeriNet") and I am providing this letter to acknowledge certain matters and to bind myself by certain agreements required by AmeriNet, in order to assure that the issuance of unregistered securities to me complies with applicable exemptions from securities registration requirements provided under federal securities laws and the securities laws of my state of domicile. I hereby certify under penalty of perjury that: 1. Upon receipt of the AmeriNet securities, I will be acquiring them for my own account for investment purposes without any intention of selling or distributing all or any part thereof. I represent and warrant that I qualify as an accredited investor (as that term is defined in Rule 501(a) of Regulation D promulgated under authority of the Securities Act of 1933, as amended [the "Securities Act"]) and that I am sophisticated in financial affairs, or have relied on the advice of someone sophisticated in financial affairs, and I able to bear the economic risks of this investment and I do not have any reason to anticipate any change in my circumstances, financial or otherwise, nor any other particular occasion or event which should cause me to sell or distribute, or necessitate or require my sale or distribution of the AmeriNet securities. No one other than me has any beneficial interest in the AmeriNet securities. 2. I have consulted with my own legal counsel who, after having been apprized by me of all the material facts surrounding this transaction, opined to me, for the benefit of AmeriNet, that this transaction was being effected in full compliance with the applicable securities laws of my state of domicile. 3. I agree that I will in no event sell or distribute any of the AmeriNet securities unless in the opinion of AmeriNet's counsel (based on an opinion of my legal counsel) the AmeriNet securities may be legally sold without registration under the Securities Act, and/or registration and/or other qualification under then_applicable State and/or Federal statutes, or the AmeriNet securities will have been so registered and/or qualified and an appropriate prospectus, will then be in effect. 4. I am fully aware that the AmeriNet securities is being offered and issued by AmeriNet to me in reliance on the exemption provided by Section 4(6) or the Securities Act which exempts the sale of securities by an issuer solely to accredited investors, based on my certifications and warranties. 5. In connection with the foregoing, I consent to AmeriNet's legending my certificates representing the AmeriNet securities to indicate my investment intent and the restriction on transfer contemplated hereby and to AmeriNet's placing a "stop transfer" order against the AmeriNet securities in AmeriNet's securities transfer books until the conditions set forth herein will have been met. 6. I acknowledge by my execution hereof that I have had access to Exchange Act Reports that contain material information concerning AmeriNet and Park City Group, Inc., and to their updated financial statements, business plans and information, books, records and properties, and have inspected the same to my full and complete satisfaction prior to my acquisition of the AmeriNet securities. 7. I represent and warrant that because of my experience in business and investments, I am competent to make an informed investment decision with respect thereto on the basis of my inspection of AmeriNet's records and my questioning of AmeriNet's officers. Edward C. Dmytryk April __, 2001 Page 2 Superseder Agreement Page 1 I further certify that my domicile is located at the address set forth in the Agreement. Very truly yours, [Entity Name, if applicable /s/ Bolena Trading Corp., S.A. /s/ [Name and Title, if applicable] Signature EX-99.5 18 exb_99-5.txt INFORMATION SERVICES AGREEMENT Information Services Agreement THIS INFORMATION SERVICES AGREEMENT (the "Agreement") is entered into by and among Coast to Coast Realty Group, Inc., a Florida corporation (the "Corporate Information Spokesperson"), and, AmeriNet Group.com, Inc., a Delaware publicly held corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively, AmeriNet and all subsidiaries of AmeriNet, whether current or subsequently formed or acquired, being collectively hereinafter referred to as "AmeriNet," and AmeriNet and the Corporate Information Spokesperson being sometimes hereinafter collectively to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, AmeriNet's board of directors is of the opinion that in light of their public status and the importance of dissemination of accurate and complete information concerning the business affairs of AmeriNet, it is critical to appoint one person with responsibility for gathering, verifying, securing required approvals and then disseminating information in full compliance with all applicable laws; and WHEREAS, the Corporate Information Spokesperson is experienced and thoroughly knowledgeable with the communications related obligations and restriction imposed on public companies by the Exchange Act, as well as by the Securities Act of 1933, as amended (the "Securities Act"); and WHEREAS, the Corporate Information Spokesperson is agreeable to serving as AmeriNet's Corporate Information Spokesperson on the terms and conditions hereinafter set forth: NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article One Term, Renewals, Earlier Termination 1.1 Term. Subject to the provisions set forth herein, the term of this Agreement shall be deemed to commence on May 15, 2000, and continue until and including May 14, 2001, unless extended or earlier terminated by AmeriNet as hereinafter set forth. 1.2 Renewals. This Agreement shall be renewed automatically after expiration of the original term, on a continuing annual basis, unless the Party wishing not to renew this Agreement provides the other Party with written notice of its election not to renew ("Termination Election Notice") on or before the 30th day prior to termination of the then current term. 1.3 Earlier Termination. AmeriNet shall have the right to terminate this Agreement prior to the expiration of its Term or of any renewals thereof, subject to the provisions of Section 1.4, for the following reasons: (A) For Cause: (1) AmeriNet may terminate the Corporate Information Spokesperson's employment under this Agreement at any time for cause. (2) Such termination shall be evidenced by written notice thereof to the Corporate Information Spokesperson, which notice shall specify the cause for termination. (3) For purposes hereof, the term "cause" shall mean: (A) The inability of the Corporate Information Spokesperson, through sickness or other incapacity, to discharge his duties under this Agreement for 15 or more consecutive days or for a total of 30 or more days in a period of twelve consecutive months; (B) The refusal of the Corporate Information Spokesperson to follow the directions of AmeriNet's board of directors; (C) Dishonesty; theft; or conviction of a crime involving moral turpitude; (D) Material default in the performance by the Corporate Information Spokesperson of his obligations, services or duties required under this Agreement (other than for illness or incapacity) or materially breach of any provision of this Agreement, which default or breach has continued for five days after written notice of such default or breach. (B) Discontinuance of Business: In the event that AmeriNet discontinues operating its business, this Agreement shall terminate as of the last day of the month on which it ceases operation with the same force and effect as if such last day of the month were originally set as the termination date hereof. (C) Death: This Agreement shall terminate immediately on the death of the Corporate Information Spokesperson; however, all accrued compensation at such time shall be promptly paid to the Corporate Information Spokesperson's estate. 1.4 Final Settlement. Upon termination of this Agreement and payment to the Corporate Information Spokesperson of all amounts due him hereunder, the Corporate Information Spokesperson or his representative shall execute and deliver to AmeriNet on a form prepared by AmeriNet, a receipt for such sums and a release of all claims, except such claims as may have been submitted pursuant to the terms of this Agreement and which remain unpaid, and, shall forthwith tender to AmeriNet all records, manuals and written procedures, as may be desired by it for the continued conduct of its business. Article Two Scope of Consulting Activities 2.1 Retention. AmeriNet hereby engages the Corporate Information Spokesperson and the Corporate Information Spokesperson hereby accepts such engagement, in accordance with the terms, provisions and conditions of this Agreement. 2.2 General Description of Duties. (A) The Corporate Information Spokesperson shall serve as the corporate information spokesperson for AmeriNet and its subsidiaries and shall perform the duties generally associated with the position of corporate information spokesperson thereof. (B) Without limiting the generality of the foregoing, the Corporate Information Spokesperson shall: (1) Serve as the principal point of contact between AmeriNet and: (a) The media (print, electronic, voice and picture); (b) The investment community; (c) AmeriNet's security holders; (2) Be responsible for the collection and maintenance of all information concerning AmeriNet and for verification of the accuracy and completeness thereof; (3) Assist in the preparation and distribution of regular reports of the activities of AmeriNet to the investment community, the press, AmeriNet's securities holders and the general public; (4) Assist in development and implement all public relations programs required by AmeriNet; (5) Be responsible for securing prior written approval for the release of any information concerning AmeriNet from any regulatory authorities (e.g., the Securities and Exchange Commission [the "Commission") or self regulatory organizations (e.g., the National Association of Securities Dealers, Inc. [the "NASD"]) having jurisdiction over dissemination of such information; the boards of directors and chief executive officers of AmeriNet, and from AmeriNet's legal counsel; (6) Maintain orderly and easy to find records of all corporate information released by him. (7) (a) Assist AmeriNet to develop and implement written procedures for dissemination of information in compliance with the restrictions on dissemination of material inside information contained in Commission Regulation FD, Sections 20 and 21A of the Exchange Act and in compliance with the requirements of Section 17(b) of the Securities Act; (b) Assist AmeriNet to acquaint its personnel with such procedures; and (c) Monitor compliance with such procedures by AmeriNet personnel with which the Corporate Information Spokesperson regularly deals in the performance of his obligations under this Agreement. (C) To fulfill these primary responsibilities, the Corporate Information Spokesperson will make himself available to consult with the board of directors, officers, employees and representatives and agents of AmeriNet at reasonable times, concerning matters pertaining to: (1) Dissemination of information pursuant to AmeriNet's obligations under the Exchange Act in compliance with the restrictions on dissemination of material inside information contained in Sections 20 and 21A thereof and Regulation FD promulgated thereunder, and in compliance with the requirements of Section 17(b) of the Securities Act; and, (2) Improving and expanding AmeriNet's relationship with the various members and components of the investment community for purposes of facilitating its capital raising abilities and providing liquidity in the trading of its securities. (D) The Corporate Information Spokesperson will, at the request of AmeriNet, assist in the preparation of written reports on financial, accounting, or marketing matters, review financial information, analyze markets and report to AmeriNet's chief executive officer, chief operating officer, chief financial officer, chief legal officer, president, vice-presidents, secretary or treasurer on proposed investment opportunities. (E) The Corporate Information Spokesperson will: (1) Provide liaison services to AmeriNet with respect to AmeriNet's relationships with unaffiliated third parties; (2) Help to organize and disseminate corporate information to potential investors; (3) Assist AmeriNet in obtaining and retaining listing on at least three investor websites, each with hundreds of thousands of investors as members; and (4) Respond to telephone calls, faxes and e-mails pertaining to: (a) Releases of information to the public or the investment community by AmeriNet or involving AmeriNet; and (b) Communications with AmeriNet stockholders and potential AmeriNet stockholders in response to general communications from AmeriNet or involving AmeriNet. (5) Send AmeriNet's story and profile to targeted investor leads. (6) Subject to full compliance with restrictions imposed by the Securities Act, the Exchange Act and applicable state securities laws and regulations, implement a phone promotion team to contact brokers, broker dealers, portfolio managers, institutional investors and other qualified sophisticated investors and follow up on investor leads to assure their receipt of adequate information in a manner not violative of applicable laws or civil standards of appropriate conduct, and to verify their interest, if any, in additional information or access to AmeriNet facilities, officers or staff members. (7) Subject to full compliance with the requirements of Section 17(b) of the Securities Act, to the extent applicable, solicit the publication of information concerning AmeriNet in periodicals. (8) Perform such other duties as are assigned to him by AmeriNet's board of directors, subject to compliance with all applicable laws and fiduciary obligations. (F) In amplification of more specific references throughout this Agreement, the Corporate Information Spokesperson will not directly or through intermediaries, perform any activities that would constitute violations of federal or applicable state securities law either on behalf of AmeriNet or the Corporate Information Spokesperson. (G) The Corporate Information Spokesperson covenants to perform his employment duties in good faith, devoting such of his business time, energies and abilities to the proper and efficient management and execution thereof as may reasonably be required. 2.3 Acknowledgments (A) It is acknowledged and agreed by AmeriNet that: (1) The Corporate Information Spokesperson carries no professional licenses and is not rendering legal advice, performing accounting services or acting as an investment advisor or broker-dealer within the meaning of applicable state and federal securities laws. (2) The services to be provided to AmeriNet hereunder are presently not contemplated to be rendered in connection with the offer and sale of securities in a capital raising transaction, such as would require registration as a broker or dealer in securities under applicable state or federal securities laws. (3) The services of the Corporate Information Spokesperson will not be exclusive to AmeriNet nor will the Corporate Information Spokesperson be required to render any specific number of hours or assign specific personnel to AmeriNet or its projects. (4) (a) Subject to its obligation to maintain the confidentiality of AmeriNet's confidential or proprietary information, the Corporate Information Spokesperson will be free to perform services for other persons. (b) The Corporate Information Spokesperson will notify AmeriNet in writing of its intent to perform services for any other person which could conflict with its obligations under the Agreement. (c) Upon receiving such notice, AmeriNet may terminate this Agreement or consent to the Corporate Information Spokesperson's outside consulting activities. (d) Failure by AmeriNet to notify the Corporate Information Spokesperson in writing of its decision to terminate this Agreement within seven days after receipt of written notice of conflict will be presumed to constitute AmeriNet's consent to the Corporate Information Spokesperson's outside consulting services disclosed. (5) (a) The obligations of the Corporate Information Spokesperson described in this Agreement consist solely of the furnishing of information and advice to AmeriNet in the form of services. (b) In no event will the Corporate Information Spokesperson be required by this Agreement to represent or make management decisions for AmeriNet. (c) All final decisions with respect to acts and omissions of AmeriNet or any affiliates and subsidiaries, will be those of AmeriNet or such affiliates and subsidiaries, and the Corporate Information Spokesperson will under no circumstances be liable for any expense incurred or loss suffered by AmeriNet as a consequence of such acts or omissions. (B) (1) The Corporate Information Spokesperson recognizes and acknowledges that he has and will have access to certain confidential information of AmeriNet and its affiliates that is the valuable, special and unique assets and property of AmeriNet and such affiliates. (2) The Corporate Information Spokesperson will not, during the term of this Agreement or thereafter, disclose, without the prior written consent or authorization of AmeriNet, any of such information to any person, for any reason or purpose whatsoever. (3) In this regard, the Corporate Information Spokesperson agrees that authorization or consent to disclose by AmeriNet may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protection order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. (C) AmeriNet will not be responsible for policing the actions of the Corporate Information Spokesperson or its agents or employees, whether or not related to the services provided under this Agreement but instead, is relying on the directives in this Agreement that all actions undertaken by the Corporate Information Spokesperson or its agents or employees on behalf of AmeriNet, whether under this Agreement or otherwise, will be in full compliance with all applicable laws and their implementing rules and regulations, as well as in compliance with the legally recognized rights of third Parties, whether pursuant to specific codes, statutes or common law, consequently, it shall not be responsible to anyone for any expense incurred or loss suffered by them as a consequence of any acts or omissions by the Corporate Information Spokesperson or its agents or employees. 2.4 Duties and Obligations of AmeriNet (A) AmeriNet will furnish to the Corporate Information Spokesperson such current information and data as necessary for the Corporate Information Spokesperson to understand and base its advice to AmeriNet, and will provide such current information on a regular basis, including at a minimum: (1) Current balance sheet, income statement, cash flow analysis and sales projections; officers and directors resumes or curriculum vitae; and, (2) Shareholder(s) list; debenture or preferred stock or option or warrant agreements which may affect the number of shares to be issued or outstanding, provided that the Corporate Information Spokesperson may not sell, transfer or use any of such information for any purpose other than performance of its obligations under this Agreement. (B) AmeriNet will furnish the Corporate Information Spokesperson with full and complete copies of all filings with all federal and states securities agencies, with full and complete copies of all shareholder reports and communications whether or not prepared with assistance of the Corporate Information Spokesperson; with all data and information supplied to any analyst, broker/dealer, market-maker, or any other member of the financial community, including specifically most recently filed Form 10-KSB, Form 15c2(11) or offering documents pursuant to the Securities Act. (C) During the term of this Agreement, AmeriNet will notify the Corporate Information Spokesperson of any private or public offering of its securities, including those registered with the Commission on Forms S-8 or Regulations S or A, at least one day prior to the time they are filed, in order to permit the Corporate Information Spokesperson to terminate any activities that would violate AmeriNet's obligations under the Securities Act to refrain from public information related activities during any so called "quiet periods." (D) AmeriNet will be responsible for advising the Corporate Information Spokesperson of any information or facts which would affect the accuracy of any prior data and information furnished to the Corporate Information Spokesperson. 2.5 Status. (A) The Corporate Information Spokesperson shall: (1) Serve as an independent contractor for AmeriNet, as such concept is defined for purposes of the United States Internal Revenue Code of 1986, as amended (the "Code"), and shall have no authority to act as an agent of AmeriNet, or to bind AmeriNet or its subsidiaries as a principal or agent thereof, all such functions being reserved to their officers as specified by their boards of directors and in compliance with the requirements of their constituent documents. (2) Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, employer-employee relationship, lessor-lessee relationship, or principal-agent relationship. (3) In amplification of the foregoing, the Corporate Information Spokesperson shall be responsible for providing his own office facilities and supporting personnel and payment of all expenses associated with provision of services unless other arrangements are pre-approved in writing by AmeriNet and shall generally determine the time and place for the performance of the Corporate Information Spokesperson's services under this Agreement, provided that such time and place must be reasonable under the circumstances and acceptable to AmeriNet. (4) Consequently, throughout the term of this Agreement, the Corporate Information Spokesperson shall serve as an independent contractor, as that term is defined, without limitation, by the Code , and in conjunction therewith, shall be responsible for all of the Corporate Information Spokesperson's tax reporting and payment obligations. (B) The Corporate Information Spokesperson hereby covenants and agrees that he shall not hold himself out as an authorized agent of AmeriNet unless such authority is specifically assigned to him, on a case by case basis, by the board of directors of the Constituent Corporation involved, pursuant to a duly adopted resolution which remains in effect. (C) The Corporate Information Spokesperson hereby represents and warrants to AmeriNet that he is subject to no legal, self regulatory organization (e.g., National Association of Securities Dealers, Inc.'s bylaws) or regulatory impediments to the provision of the services called for by this Agreement, or to receipt of the compensation called for under this Agreement or any supplements thereto; and, the Corporate Information Spokesperson hereby irrevocably covenants and agrees to immediately bring to the attention of AmeriNet any facts required to make the foregoing representation and warranty continuingly accurate throughout the term of this Agreement, or any supplements or extensions thereof. 2.6 Limitations on Services (A) The Parties recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, Inc., in-house "due diligence" or "compliance" departments of Licensed Securities Firms, etc.; accordingly, the Corporate Information Spokesperson agrees that he will not: (1) Release any financial or other material information or data about AmeriNet without the prior written consent and approval of AmeriNet's legal counsel; (2) Conduct any meetings with financial analysts without informing AmeriNet's legal counsel and board of directors in advance of the proposed meeting and the format or agenda of such meeting; (3) Release any information or data about AmeriNet to any selected or limited person(s), entity, or group if the Corporate Information Spokesperson is aware that such information or data has not been generally released or promulgated. (B) In any circumstances where the Corporate Information Spokesperson is describing the securities of AmeriNet to a third party, the Corporate Information Spokesperson shall disclose to such person any compensation received from AmeriNet to the extent required under any applicable laws, including, without limitation, Section 17(b) of the Securities Act. (C) In rendering his services, the Corporate Information Spokesperson shall not disclose to any third party any confidential non-public information furnished by AmeriNet or otherwise obtained by him with respect to AmeriNet. (D) The Corporate Information Spokesperson shall restrict or cease, as directed by AmeriNet, all efforts on behalf of AmeriNet, including all dissemination of information regarding AmeriNet, immediately upon receipt of in structions (in writing by fax or letter) to that effect from AmeriNet. (E) If the Corporate Information Spokesperson learns of any pending public securities offering to be made or expected to be by made AmeriNet, the Corporate Information Spokesperson shall immediately cease any public relations activities on behalf of AmeriNet until receipt of written instructions from AmeriNet's legal counsel as to how to proceed, and thereafter shall proceed only in accordance with such written instructions. (F) The Corporate Information Spokesperson shall not take any action which would in any way adversely affect the reputation, standing or prospects of AmeriNet or AmeriNet or which would cause AmeriNet or AmeriNet to be in violation of applicable laws. Article Three Compensation (A) As consideration for the Corporate Information Spokesperson's services to the AmeriNet the Corporate Information Spokesperson shall be entitled to the greater of 10,000 shares of AmeriNet's common stock or $5,000 of AmeriNet's common stock, based on its average reported closing price per month therefor reported on the over the counter electronic bulletin board operated by the National Association of Securities Dealers, Inc., a Delaware corporation and self regulatory organization registered with the Commission under the Exchange Act (the "OTC Bulletin Board" and the "NASD," respectively), payable at the end of each month that services are provided. (B) The Corporate Information Spokesperson hereby represents, warrants, covenants and acknowledges that: (1) The securities being issued as compensation under Section 3.1(a) of this Agreement (the "Securities") will be issued without registration under the provisions of Section 5 of the Securities Act or the securities regulatory laws and regulations of the State of Florida, pursuant to exemptions provided pursuant to Section 4(6) of the Act and comparable provisions of the Florida Act, and that he qualifies as an accredited investor, as that term is defined in Rule 501 of Commission Regulation D; (2) The Corporate Information Spokesperson shall be responsible for preparing and filing any reports concerning this transaction with the Florida Division of Securities (none being expected), and payment of any required filing fee (none being expected); (3) All of the Securities will bear legends restricting their transfer, sale, conveyance or hypothecation unless such Securities are either registered under the provisions of Section 5 of the Act and under the Florida Act, or an opinion of legal counsel, in form and substance satisfactory to legal counsel to AmeriNet is provided to AmeriNet's legal counsel to the effect that such registration is not required as a result of applicable exemptions therefrom; (4) AmeriNet's transfer agent shall be instructed not to transfer any of the Securities unless the legal counsel for AmeriNet advises it that such transfer is in compliance with all applicable laws; (5) The Corporate Information Spokesperson is acquiring the Securities for his own account, for investment purposes only, and not with a view to further sale or distribution; and (6) The Corporate Information Spokesperson or his advisors have examined AmeriNet's reports filed with the Commission pursuant to the Exchange Act and its books and records and questioned its officers and directors as to such matters involving AmeriNet as he deemed appropriate. Article Four Special Covenants 4.1 Confidentiality. (A) The Corporate Information Spokesperson acknowledges that, in and as a result of his retention under this Agreement, he will be developing for AmeriNet, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as AmeriNet's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; consequently, as material inducement to AmeriNet's entry into this Agreement, the Corporate Information Spokesperson hereby covenants and agrees that he shall not, at anytime during or following the terms of his retention under this Agreement, directly or indirectly, personally use, divulge or disclose, for any purpose whatsoever, any of such confidential information which has been obtained by or disclosed to him as a result of his association with AmeriNet, or AmeriNet's affiliates. (B) In the event of a breach or threatened breach by the Corporate Information Spokesperson of any of the provi sions of this Section 4.1, AmeriNet, in addition to and not in limitation of any other rights, remedies or damages available to AmeriNet, whether at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by the Corporate Information Spokesperson, or by the Corporate Information Spokesperson's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him. 4.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to AmeriNet as a result of a breach by the Corporate Information Spokesperson of the covenants or agreements contained in this Article Four, and in view of the lack of an adequate remedy at law to protect AmeriNet's interests, the Corporate Information Spokesperson hereby covenants and agrees that AmeriNet shall have the following additional rights and remedies in the event of a breach hereof: (A) The Corporate Information Spokesperson hereby consents to the issuance of a permanent injunction enjoining him from any violations of the covenants set forth in Section 4.1 hereof; and (B) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which AmeriNet may sustain prior to the effective enforcement of such injunction, the Corporate Information Spokesperson hereby covenants and agrees to pay over to AmeriNet, in the event he violates the covenants and agreements contained in Section 4.2 hereof, the greater of: (1) Any payment or compensation of any kind received by him because of such violation before the issuance of such injunction, or (2) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by AmeriNet as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to AmeriNet for any breach of the covenants and agreements contained in this Article Four, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect AmeriNet from the injury caused by such breaches would be injunctive relief. 4.3 Cumulative Remedies. The Corporate Information Spokesperson hereby irrevocably agrees that the remedies described in Section 4.3 hereof shall be in addition to, and not in limitation of, any of the rights or remedies to which AmeriNet is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 4.4 Acknowledgment of Reasonableness. (A) The Corporate Information Spokesperson hereby represents, warrants and acknowledges that he has carefully read and considered the provisions of this Article Four and, having done so, agrees that the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of AmeriNet, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, the Corporate Information Spokesperson hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, the Corporate Information Spokesperson hereby covenants and agrees that if so modified, the covenants contained in this Article Four shall be as fully enforceable as if they had been set forth herein directly by the Parties. (B) In determining the nature of this limitation, the Corporate Information Spokesperson hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that this covenant not to compete be imposed and maintained to the greatest extent possible. 4.5 Unauthorized Acts. The Corporate Information Spokesperson hereby covenants and agrees that he will not do any act or incur any obligation on behalf of AmeriNet of any kind whatsoever, except as authorized by the board of directors of the subject entity or by its stockholders pursuant to duly adopted stockholder action. 4.6 Covenant not to Disparage The Corporate Information Spokesperson hereby irrevocably covenants and agrees that during the term of this Agreement and after its termination, he will refrain from making any remarks that could be construed by anyone, under any circumstances, as disparaging, directly or indirectly, specifically, through innuendo or by inference, whether or not true, about the Consolidated Company, its constituent members, or their officers, directors, stockholders, employees, agent or affiliates, whether related to the business of the Consolidated Company, to other business or financial matters or to personal matters. Article Five Miscellaneous 5.1 Notices. (A) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: To the Corporate Information Spokesperson: Coast to Coast Realty Group, Inc. : 250 Southeast Mizner, Suite 503 , Boca Raton, Florida 33432 Telephone (561) 654-7745; Fax (561) 362-0931; e-mail cscimeca@yahoo.com Federal Tax Identification Number __-_________; To AmeriNet: AmeriNet Group.com, Inc. 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-3435, Fax (561) 998-4635; and, e-mail larry@amerinetgroup.com; Attention: Edward C. Dmytryk, President; with a copy to AmeriNet Group.com, Inc. 1941 Southeast 51st Terrace; Ocala, Florida 34471 Telephone (352) 694-6661, Fax (352) 694-1325; and, e-mail vanessa@atlantic.net; Attention: Vanessa H. Lindsey, Secretary; with a copy to The Yankee Companies, Inc. 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com Attention: Leonard Miles Tucker, President or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (B) (1) The Parties acknowledge that the Yankee Companies, Inc., a Florida corporation ("Yankees") serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Because of the inherent conflict of interests involved, Yankees has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement and its exhibits and incorporated materials on their behalf. (c) The decision by any Party not to use the services of legal counsel in conjunction with this transaction shall be solely at their own risk, each Party acknowledging that applicable rules of the Florida Bar prevent AmeriNet's legal counsel, who has reviewed, approved and caused modifications on behalf of AmeriNet, from representing anyone other than AmeriNet in this transaction. 5.2 Amendment. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. 5.3 Merger. (A) This instrument contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. (B) All prior agreements whether written or oral, are merged herein and shall be of no force or effect. 5.4 Survival. The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party. 5.5 Severability. If any provision or any portion of any provision of this Agreement, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision and the remaining provisions of this Agreement or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby. 5.6 Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of Delaware, except for any choice of law provisions that would result in the application of the law of another jurisdiction. 5.7 Third Party Reliance. Legal counsel to and accountants for the Parties as well as the officers and directors of AmeriNet, shall be entitled to rely upon this Agreement. 5.6 Venue. Any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in Marion County, Florida. 5.7 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, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated. (B) In the event of any dispute arising under this Agreement, or the negotiation thereof or inducements to enter into the Agreement, the dispute shall, at the request of any Party, be exclusively resolved through the following procedures: (1) (a) First, the issue shall be submitted to mediation before a mediation service in Marion County, Florida, to be selected by lot from six alternatives to be provided, three by AmeriNet and three by the Corporate Information Spokesperson. (b) The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Marion County, Florida to be selected by lot, from six alternatives to be provided, three by AmeriNet and three by the Corporate Information Spokesperson. (3) (a) Expenses of mediation shall be borne by AmeriNet, if successful. (b) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (c) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 5.8 Benefit of Agreement. (A) This Agreement may not be assigned by the Corporate Information Spokesperson without the prior written consent of AmeriNet; however, the Corporate Information Spokesperson shall be free to delegate his duties hereunder in conformity with his status as an independent contractor. (B) Subject to the restrictions on transferability and assignment contained herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representative, estate, heirs and legatees. 5.9 Interpretation. (A) The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." (B) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (C) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (D) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (E) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document. 5.10 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 5.11 Counterparts. (A) This Agreement may be executed in any number of counterparts. (B) Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. 5.12 License. (A) This Agreement is the property of Yankees and the use hereof by the Parties is authorized hereby solely for purposes of this transaction. (B) The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. (C) This Agreement shall not be more strictly interpreted against any Party as a result of its authorship. 5.13 Waiver. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence Corporate Information Spokesperson /s/ Nancy Molinari /s/ Leonard Miles Tucker /s/ Charles J. Scimeca Charles J. Scimeca, President Coast to Coast Realty Group, Inc. Dated: March 5, 2001 AmeriNet Group.com, Inc. /s/ Jennifer Mitchem /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: March 6, 2001 EX-99.6 19 exb_99-6.txt AGREEMENT WITH YANKEES, DATED MAY 4, 2001 AGREEMENT TO ASSIGN CLAIMS THIS AGREEMENT is entered into this 4th day of May, 2001, by and between AmeriNet Group.com., Inc., a Delaware corporation ("AmeriNet"), and The Yankee Companies, Inc., a Florida corporation ("Yankee"). WHEREAS: A. On or about May 11, 2000: AmeriNet; Lorilei Communications, Inc., a Florida corporation ("Lorilei"); and Gerald R. Cunningham and Leigh A. Cunningham (individually and collectively the "Cunninghams") entered into a Reorganization Agreement pursuant to which Lorilei became a subsidiary of AmeriNet pursuant to an exchange of all of Lorilei's common stock (the "Lorilei Stock") previously owned by the Cunninghams in exchange for 572,519 shares of AmeriNet common stock (the "Amerinet Stock"). B. Pursuant to the Reorganization Agreement, a number of the shares of the AmeriNet Stock were placed in escrow (the "Escrowed Stock"). C. After the closing of the transaction, AmeriNet became aware that the Cunninghams had fraudulently misrepresented a number of matters concerning Lorilei's financial condition. D. AmeriNet claims that it is entitled to all of the AmeriNet Stock that was the subject of the Reorganization Agreement in that: 1). As a result of the Cunninghams' misrepresentations, AmeriNet is entitled to a constructive trust on the AmeriNet Stock that it conveyed or agreed to convey to the Cunninghams; 2). Under the Reorganization Agreement, the condition of the escrow under which the Escrowed Stock would have been delivered to the Cunninghams has failed, and therefore AmeriNet is entitled to recover possession of the Escrowed Stock. E. The Cunninghams are debtors in a Chapter 7 bankruptcy proceeding styled In re: Gerald R. Cunningham and Leigh A. Cunningham, filed in the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, Case Number 00-06158-6B7 (the "Bankruptcy Proceeding"). F. AmeriNet has filed two proofs of claim (the "Proofs of Claim") in the Bankruptcy Proceeding as follows: 1). Proof of Claim Number 18, in the amount of $5,142.61; and 2). Proof of Claim Number 20, in the amount of $1,001,000. G. AmeriNet seeks to convey to Yankee, and Yankee seeks to acquire from AmeriNet, the assets described below pursuant to the terms and conditions hereof. NOW THEREFORE, in consideration of the matters set forth above (which are incorporated herein by reference), the exchange of the mutual promises set forth herein, and other good and valuable consideration, the parties hereto agree as follows: 1. Assets. AmeriNet agrees to sell, convey, and assign to Yankee, and Yankee agrees to acquire from AmeriNet, the following ("Assets"). 1.1. The Lorilei Stock. 1.2. The Proofs of Claim. 1.3. All claims or causes of action of AmeriNet against the Cunninghams or their Bankruptcy Trustee, including, without limitation, claims: arising under the Proofs of Claim; to declare a constructive trust on the AmeriNet stock; or to recover the Escrowed Stock (individually and collectively the "Bankruptcy Claims"). 2. Purchase Price. Yankee agrees to provide the following consideration in return for the assets: 2.1. Cash in the amount of $1.00. 2.2. The assumption of AmeriNet's obligation to pay current and future attorney's fees in connection with the Bankruptcy Claims. 3. AmeriNet's Representations and Agreements. Amerinet represents and warrants: 3.1. AmeriNet has good, clear, marketable, and insurable title to the Assets free and clear of all liens, encumbrances, claims, and other exceptions to title, and upon the execution and delivery of the documents described in paragraph 4.3 below, Yankee will be vested with good, clear and marketable title to the Assets free and clear of all liens, encumbrances, claims, and other exceptions to title. 3.2. The Assets are not subject to any written or oral agreement, which grants to any person or entity other than Yankee an option, right of first refusal or other right to acquire any interest in the Assets. 3.3. The party executing this Agreement on behalf of AmeriNet has full right, title, and authority to so execute this Agreement and to deliver any and all documents required to consummate the transactions contemplated under this Agreement. No consent, approval, or authorization of any third party is required in connection with the execution of this Agreement by AmeriNet or the consummation of the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not violate, result in a breach of, or constitute a default under, the partnership agreement of AmeriNet, or of any order, judgment, arbitration award, note, mortgage, deed of trust, indenture or any other agreement or instrument whatsoever to which AmeriNet is a party or is or may be bound, or of any law, order, rule, regulation, writ or injunction of any governmental body having jurisdiction over AmeriNet. 3.4. No litigation or proceeding is pending or threatened against AmeriNet or affecting any part of the Assets before any court or administrative agency which, if adversely determined, could have an adverse effect on the title to or use, enjoyment or value of the Assets or any part thereof or which could interfere with the consummation of this Agreement. 3.5. There are no tax liabilities or other obligations or liabilities of AmeriNet, whether contingent, or otherwise, which affect the Assets or AmeriNet's business and operations in connection with the Assets, or which, by application of law or otherwise, Yankee will become responsible for as a result of the acquisition of the Assets. 3.6. There has not been filed by or against, or threatened against, AmeriNet a petition in bankruptcy or other insolvency proceedings, or for the reorganization or the appointment of a receiver or trustee, nor has AmeriNet made an assignment for the benefit of creditors, not filed a petition for an arrangement, nor entered into an arrangement with creditors, nor admitted in writing AmeriNet's inability to pay debts as they become due. AmeriNet is not insolvent. 3.7. AmeriNet has had no contact with any broker or other person or entity who might have a basis for claiming any brokerage or other commission relative to the transactions contemplated by this Agreement. 3.8. AmeriNet shall indemnify Yankee, and hold Yankee harmless from, all damages, claims, losses, costs, and expenses, including attorneys' fees, which Yankee may sustain, or which may be asserted against Yankee, arising out of a breach by AmeriNet of its representations and warranties herein. 4. Closing. 4.1. This transaction shall be closed on or before May 31, 2001, at 1941 Southeast 51st Terrace, Ocala, Florida, or by mail so that all documents are received at the above location on or before such date. 4.2. At the Closing, Yankee will pay or deliver: 4.2.1. The cash portion of the purchase price. 4.2.2. Amounts necessary to record any documents in the Public Records of Marion County deemed necessary by Yankee. 4.3. At the Closing, AmeriNet will deliver: 4.3.1. Assignments of Claims in such forms as are satisfactory to Yankee in the exercise of its reasonable discretion. 4.3.2. The Lorilei Stock properly endorsed to Yankee. 4.3.3. Such other documents as are requested by Yankee in the exercise of its reasonable discretion. 5. Post-Closing Obligations. 5.1. Following the closing, AmeriNet shall, upon Yankee's written request, promptly: 5.1.1. Cooperate with Yankee and its counsel in pursuing remedies available under the Reorganization Agreement, including, without limitation, the Bankruptcy Claims. 5.1.2. Consent to the cooperation or participation with Yankee of its prior officers, directors, shareholders, accountants (including David K. Kentley), attorneys (including W. James Gooding III, and the law firm of Gilligan, King & Gooding, P.A.), agents, employees, independent contractors or other representatives in connection with the pursuit of remedies under the Reorganization Agreement or the Bankruptcy Claims. 5.2. Following the Closing, Yankee shall pay all attorney's fees previously incurred by AmeriNet in connection with the Bankruptcy Claims. 6. Relationship of AmeriNet and Yankee. This Agreement shall not constitute or be considered a partnership, employer-employee relationship, joint venture, agency or similar business relationship between the parties hereto. Yankee is not assuming any obligations or liabilities of AmeriNet by virtue of this transaction or otherwise. 7. Exclusive Venue. The parties agree that the exclusive venue for any litigation, suit, action, counterclaim, or proceeding, whether at law or in equity, which arises out of concerns, or relates to this agreement, any and all transactions contemplated hereunder, the performance hereof, or the relationship created hereby, whether sounding in contract, tort, strict liability, or otherwise, shall be in Marion County, Florida. 8. JURY WAIVER. EACH PARTY HEREBY COVENANTS AND AGREES THAT IN ANY LITIGATION, SUIT, ACTION, COUNTERCLAIM, OR PROCEEDING, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF CONCERNS, OR RELATES TO THIS AGREEMENT, ANY AND ALL TRANSACTIONS CONTEMPLATED HEREUNDER, THE PERFORMANCE HEREOF, OR THE RELATIONSHIP CREATED HEREBY, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY THE OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. 9. Notices. 9.1. All notices, requests, consents and other communications required or permitted under this agreement shall be in writing (including faxed communication) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, faxed, or mailed by Registered or Certified Mail (postage pre-paid), Return Receipt Requested, addressed to the following or to such other addresses as any party may designate by notice complying with the terms of this subparagraph: 9.1.1. If to AmeriNet: Crystal Corporate Center 2500 North Military Trail, Suite 225 Boca Raton, Florida 33431 Attn: Edward Dmytryk 9.1.2. If to Yankee: Crystal Corporate Center 2500 North Military Trail, Suite 225 Boca Raton, Florida 33431 Attn: Leonard M. Tucker 9.2. Each such notice shall be deemed delivered: 9.2.1. On the dated delivered if by personal delivery; 9.2.2. On the date faxed if by fax; and 9.2.3. On the date upon which the Return Receipt is signed or delivery is refused or the notice is designated by the postal authorities as not delivered, as the case may be, if mailed. 10. Governing Laws. This agreement and all transactions contemplated by this agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida without regard to principles of conflicts of laws. 11. Attorney's Fees. If any legal action or other proceeding (including, without limitation, appeals or bankruptcy proceedings) whether at law or in equity, which: arises out of, concerns, or relates to this agreement, any and all transactions contemplated hereunder, the performance hereof, or the relationship created hereby; or is brought for the enforcement of this agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses even if not taxable as court costs, incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. 12. Counterparts. This agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 13. Remedies. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof. 14. Severability Clause. Provisions contained in this agreement which are contrary to, prohibited by or invalid under applicable laws or regulations shall be deemed omitted from this document and shall not invalidate the remaining provisions thereof. 15. Waiver. A failure to assert any rights or remedies available to a party under the terms of this agreement, or a waiver of the right to remedies available to a party by a course of dealing or otherwise shall not be deemed to be a waiver of any other right or remedy under this agreement, unless such waiver of such right or remedy is contained in a writing signed by the party alleged to have waived his other rights or remedies. 16. Construction of Agreement. Each party acknowledges that all parties to this Agreement participated equally in the drafting of this Agreement and that it was negotiated at arm's length. Accordingly, no court construing this Agreement shall construe it more strongly against one party than another. 17. Language. Whenever used in this Agreement, the singular number shall include the plural, the plural number shall include the singular, and the use of any gender shall include all genders where the context permits. 18. Paragraph Headings. The paragraph headings used in this Agreement are for convenience only, and shall not be used in interpreting or construing any provision of this Agreement. 19. Exhibits. Any exhibits attached to this Agreement shall, by this reference, be incorporated into this Agreement. 20. Further Action. Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of the obligations hereunder and to carry out the intent of the parties hereto. 21. Time. Time is of the essence of all of the provisions and terms of this Agreement. 22. Entire Understanding. This agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations (if any) made by and between the parties. 23. Amendments. The provisions of this agreement may not be amended, supplemented, waived, or changed orally but only by a writing making specific reference to this agreement signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought. /s/ Vanessa H. Lindsey Witness AmeriNet Group.com, Inc., a Delaware corporation _____________________________ By: /s/ Ed Dmytryk Print Witness Name President(Print Title) /s/ Jennifer Mitchem Witness ____________________________ Print Witness Name /s/ Nancy Malonari Witness The Yankee Companies, Inc., a Florida corporation ____________________________ By: /s/ Leonard M. Tucker Print Witness Name President(Print Title) /s/Charles J. Scimeca Witness _____________________________ Print Witness Name This Instrument Prepared by and Return To: W. James Gooding III Gilligan, King & Gooding, P.A. 7 E. Silver Springs Blvd. Suite 500 Ocala, FL. 34470 ASSIGNMENT AND TRANSFER OF BANKRUPTCY CLAIM NUMBER 18 KNOW ALL MEN BY THESE PRESENTS THAT, WHEREAS, Gerald R. Cunningham and Leigh A. Cunningham (individually and collectively "Debtors") are indebted to AmeriNet Group.com, Inc., a Delaware corporation ("Assignor") in the amount of $5,142.61; and WHEREAS, Debtors are debtors in a Bankruptcy proceeding styled In re: Gerald R. Cunningham, filed in the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, Case Number 00-06158-6B7; and WHEREAS, Assignor has filed a Proof of Claim (the "Claim") for such indebtedness (the "Debt") in the Bankruptcy proceeding which as been designated as Claim Number 18 in the amount of $5142.61; and WHEREAS, Assignor is the present, legal and equitable owner and holder of the Claim and Debt. NOW, THEREFORE, in consideration of the sum of Ten and no/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor grants, bargains, sells, assigns, transfers, and sets over to The Yankee Companies, Inc., a Florida corporation ("Assignee"), and to the Assignee's heirs, successors, and assigns, all of Assignor's right, title, and interest in, to, and under the Claim and Debt. ASSIGNOR represents and warrants that it is now the sole legal owner and holder of the Claim and Debt; it has not executed any prior assignment or pledge of the Claim or Debt, or any security interests, assignments, or other rights, privileges, and interests concerning the Claim or Debt; it has not executed any release of all or any part of the security (if any) described in the Claim; it has not executed any instrument affecting the liability of the obligor(s) under the Claim and Debt; and, to its knowledge, there are no offsets, credits, or defenses to the Claim or Debt, or related security interests, assignments, and other rights, interests, or privileges. ASSIGNOR agrees to execute, acknowledge, and to deliver to Assignee all further documents, assignments, U.C.C. filing statements, and assurances as Assignee may reasonably require from time to time to confirm and implement the transfer and assignment of the rights and interests conveyed and intended to be conveyed hereunder. IN WITNESS WHEREOF, this Assignment has been duly executed on 4th day of May, 2001. ASSIGNOR AmeriNet Group.com., Inc., a Delaware corporation By: /s/ Ed Dmytryk Ed Dmytryk, as President STATE OF Florida COUNTY OF Marion The foregoing instrument was acknowledged before me this 4th day of May, 2001, by Ed Dmytryk, as President of AmeriNet Group.com., Inc., a Delaware corporation. /s/ Vanessa H. Lindsey Notary Public, State of Florida Name:_______________________________ (Please print or type) Commission Number: CC923534 Commission Expires: March 29, 2004 Notary: Check one of the following: X Personally known OR Produced Identification (if this box is checked, fill in blanks below). Type of Identification Produced: ________________________________________ This Instrument Prepared by and Return To: W. James Gooding III Gilligan, King & Gooding, P.A. 7 E. Silver Springs Blvd. Suite 500 Ocala, FL. 34470 ASSIGNMENT AND TRANSFER OF BANKRUPTCY CLAIM NUMBER 20 KNOW ALL MEN BY THESE PRESENTS THAT, WHEREAS, Gerald R. Cunningham and Leigh A. Cunningham (individually and collectively "Debtors") are indebted to AmeriNet Group.com, Inc., a Delaware corporation ("Assignor") in the amount of $1,001,000.; and WHEREAS, Debtors are debtors in a Bankruptcy proceeding styled In re: Gerald R. Cunningham, filed in the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, Case Number 00-06158-6B7; and WHEREAS, Assignor has filed a Proof of Claim (the "Claim") for such indebtedness (the "Debt") in the Bankruptcy proceeding which as been designated as Claim Number 20 in the amount of $1,001,000.; and WHEREAS, Assignor is the present, legal and equitable owner and holder of the Claim and Debt. NOW, THEREFORE, in consideration of the sum of Ten and no/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor grants, bargains, sells, assigns, transfers, and sets over to The Yankee Companies, Inc., a Florida corporation ("Assignee"), and to the Assignee's heirs, successors, and assigns, all of Assignor's right, title, and interest in, to, and under the Claim and Debt. ASSIGNOR represents and warrants that it is now the sole legal owner and holder of the Claim and Debt; it has not executed any prior assignment or pledge of the Claim or Debt, or any security interests, assignments, or other rights, privileges, and interests concerning the Claim or Debt; it has not executed any release of all or any part of the security (if any) described in the Claim; it has not executed any instrument affecting the liability of the obligor(s) under the Claim and Debt; and, to its knowledge, there are no offsets, credits, or defenses to the Claim or Debt, or related security interests, assignments, and other rights, interests, or privileges. ASSIGNOR agrees to execute, acknowledge, and to deliver to Assignee all further documents, assignments, U.C.C. filing statements, and assurances as Assignee may reasonably require from time to time to confirm and implement the transfer and assignment of the rights and interests conveyed and intended to be conveyed hereunder. IN WITNESS WHEREOF, this Assignment has been duly executed on 4th day of May, 2001. ASSIGNOR AmeriNet Group.com., Inc., a Delaware corporation By: /s/ Ed Dmytryk Ed Dmytryk, as President STATE OF Florida COUNTY OF Marion The foregoing instrument was acknowledged before me this 4th day of May, 2001, by Ed Dmytryk, as President of AmeriNet Group.com., Inc., a Delaware corporation. /s/ Vanessa H. Lindsey Notary Public, State of Florida Name:_______________________________ (Please print or type) Commission Number: CC923534 Commission Expires: March 29, 2004 Notary: Check one of the following: X Personally known OR Produced Identification (if this box is checked, fill in blanks below). Type of Identification Produced: ________________________________________ This Instrument Prepared by and Return To: W. James Gooding III Gilligan, King & Gooding, P.A. 7 E. Silver Springs Blvd. Suite 500 Ocala, FL. 34470 ASSIGNMENT OF CLAIMS KNOW ALL MEN BY THESE PRESENTS THAT, IN CONSIDERATION of the sum of Ten and no/100 Dollars ($10.00) which is acknowledged by execution of this Assignment, AmeriNet Group.com, Inc., a Delaware corporation ("Assignor"), grants, bargains, sells, assigns, transfers, and sets over to The Yankee Companies, Inc., a Florida corporation ("Assignee"), and to the Assignee's heirs, successors, and assigns, all of Assignor's right, title, and interest in, to, and under the following assets (the "Assets"): 1. All of the common stock of Lorilei Communications, Inc., a Florida corporation ("Lorilei"); 2. The following Proofs of Claim (the "Proofs of Claim") filed by Assignor in the Chapter 7 Bankrupty proceeding of Gerald R. Cunningham and Leigh A. Cunningham (individually and collectively "the Cunninghams") styled In re: Gerald R. Cunningham and Leigh A. Cunningham, filed in the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, Case Number 00-06158-6B7 (the "Bankruptcy Proceeding"): a. Proof of Claim Number 18 in the amount of $5,142.61; and b. Proof of Claim Number 20 in the amount of $1,001,000. 3. All claims or causes of action of Assignor against the Cunninghams or their Bankruptcy Trustee including, without limitation, claims or causes of action: a. Arising under the Proofs of Claim; b. To declare a constructive trust on Assignor's stock claimed by or in the possession of the Cunninghams or their Bankruptcy Trustee that was the subject of that certain Reorganization Agreement between AmeriNet, Lorilei Communcations, Inc., a Florida corporation, and the Cunninghams; or c. To recover Assignor's stock escrowed pursuant to such Reorganization Agreement. ASSIGNOR represents and warrants that it is now the sole legal owner and holder of the Assets; it has not executed any prior assignment or pledge of the Assets; and, to its knowledge, there are no offsets, credits, or defenses to the Assets. ASSIGNOR agrees to execute, acknowledge, and to deliver to Assignee all further documents, assignments, and assurances as Assignee may reasonably require from time to time to confirm and implement the transfer and assignment of the rights and interests conveyed and intended to be conveyed. IN WITNESS WHEREOF, this Assignment has been duly executed on 4th day of May, 2001. ASSIGNOR AmeriNet Group.com., Inc., a Delaware corporation By: /s/ Ed Dmytryk Ed Dmytryk, President ASSIGNEE The Yankee Companies, Inc., a Florida corporation By: /s/ Leonard M. Tucker Leonard M. Tucker, President STATE OF Florida COUNTY OF Marion The foregoing instrument was acknowledged before me this 4th day of May, 2001, by Ed Dmytryk, as President of AmeriNet Group.com, Inc., a Delaware corporation, on behalf of the corporation. /s/ Vanessa H. Lindsey Notary Public, State of Florida Name:_______________________________ (Please print or type) Commission Number: CC923534 Commission Expires: March 29, 2004 Notary: Check one of the following: X Personally known OR Produced Identification (if this box is checked, fill in blanks below). Type of Identification Produced: ________________________________________ STATE OF Florida COUNTY OF Palm Beach The foregoing instrument was acknowledged before me this 9th day of May, 2001, by Leonard M. Tucker, as President of The Yankee Companies, Inc., a Florida corporation, on behalf of the corporation. /s/ Charles J. Scimeca Notary Public, State of Florida Name:_______________________________ (Please print or type) Commission Number: CC907329 Commission Expires:4/26/2004 Notary: Check one of the following: X Personally known OR Produced Identification (if this box is checked, fill in blanks below). Type of Identification Produced: ________________________________________ EX-99.7 20 exb_99-7.txt AMENDED PRIMED CONSULTING AGREEMENT AGREEMENT This agreement is entered into this 30th day of May 2001 is by and amongst PriMed Technologies, Inc. ("PriMed"), AmeriNet Group.com, Inc. ("AmeriNet"), the Yankee Companies, Inc. ("Yankees"), Park City Group, Inc. ("Park City") and Liberty Transfer Company ("Liberty") WHEREAS, PriMed, Yankees and AmeriNet entered into a consulting agreement dated January 16, 2001 (the "Agreement"); and WHEREAS, AmeriNet and Park City are entering into a Reorganization Agreement which will result in the change of control of AmeriNet to the Park City shareholders; and WHEREAS, the parties wish to clarify the responsibilities of each as a result of the AmeriNet/Park City transaction; NOW THEREFORE, in consideration of the mutual covenants contained herein it is agreed: 1. All services to be provided under the Consulting Agreement shall be provided by Yankee. AmeriNet's sole responsibility will be to provide PriMed with a copy of its shareholder list for the sole and exclusive purpose of determining the identity of AmeriNet shareholders who are to receive a distribution of PriMed shares. 2. The identity of the shareholders entitled to receive PriMed common stock will be shareholders owning AmeriNet shares of common stock prior to AmeriNet's acquisition of Park City determined as of the day that the registration statement for PriMed is declared effective by the Securities and Exchange Commission. 3. For the purposed set forth above, Liberty is hereby irrevocably authorized to make the AmeriNet shareholder list available to PriMed. 4. Park City Group and/or AmeriNet will take no action to in any way to hinder PriMed from securing the names of the AmeriNet shareholders and making any stock distributions. 5. Subject to the above, each of the parties hereto, releases the other from any liability of any kind or nature arising from execution of the Agreement. 6. This Agreement has been prepared by Jeffrey G. Klein, P.A. Mr. Klein has performed work for AmeriNet and PriMed. Each has been advised to seek independent counsel in connection with this matter. Each waives any potential conflict of interests. This Agreement entered into the date set forth above. AmeriNet Group.com, Inc. /s/ Ed Dmytryk, President Ed Dmytryk The Yankee Companies, Inc. /s/ Leonard Tucker, President Leonard Tucker PriMed Technologies, Inc. /s/ Evan Brovenick, President Evan Brovenick Liberty Transfer Companies /s/ Sara Sanders, President Sara Sanders Park City Group, Inc. /s/ Randall K. Fields, President Randall K. Fields This agreement shall not be binding until all parties have signed. -----END PRIVACY-ENHANCED MESSAGE-----