-----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, CMZj3tgr1l+5xflGvpvI5mItynueJYsSAoRItULpyUfy1I1EgrpHRPNBX+O7Uru5 tt4fQ20Bu8COT0283IAuzg== 0000050471-99-000015.txt : 19990825 0000050471-99-000015.hdr.sgml : 19990825 ACCESSION NUMBER: 0000050471-99-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990823 ITEM INFORMATION: FILED AS OF DATE: 19990824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERINET GROUP COM INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] 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: 99698274 BUSINESS ADDRESS: STREET 1: 902 CLINT MOORE ROAD SUITE 136 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 5619983435 MAIL ADDRESS: STREET 1: 902 CLINT MOORE ROAD SUITE 136 CITY: BOCA RATON STATE: FL ZIP: 33487 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 8-KSB Securities and Exchange Commission Washington, D.C. 20549 Form 8-KSB Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 1999 AmeriNet Group.com, Inc. formerly known as Equity Growth Systems, inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation 0-3718 (Commission File Number) 11-2050317 (IRS Employer Identification No.) 902 Clint Moore Road, Suite 136: Boca Raton, Florida 33487 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 998-3435 Equity Growth System, inc., 8001 DeSoto Woods Drive; Sarasota, Florida 34243 (Former name or former address, if changed since last report) TABLE OF CONTENTS Item Number Description Page Number Item 5. Other Events Item 6. Resignations of Registrant's Directors Item 7. Financial Statements and Exhibits Sources of Materials Incorporated by Reference This report includes materials incorporated by reference from the following previously filed reports or registration statements, as permitted by Exchange Act Rule 12b-23: Reports on Form 8-KSB filed on August 17, 1998 and Form 10-KSB for year ended December 31, 1998. FORWARD LOOKING STATEMENTS This Form 8-KSB contains certain "forward-looking statements" relating to the Registrant which represent the Registrant's current expectations or beliefs, including, but not limited to, statements concerning the Registrant's operations, performance, financial condition and growth. For this purpose, any statements contained in this Form 8-KSB that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "intend", "could", "estimate", or "continue", or the negative or other variation thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, ability of the Registrant to continue its growth strategy and competition, certain of which are beyond the Registrant's control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward looking statements. 2 ITEM 5 OTHER EVENTS CONSIDERATION OF STOCK PLAN At the request of the Registrant's board of directors and The Yankee Companies, Inc., a Florida corporation that serves as a strategic consultant to the Registrant ("Yankees"), has developed a proposed non-qualified stock option and incentive stock option plan for use by the Registrant (the "Proposed Plan"). A copy of the Proposed Plan is included as an exhibit to this current report, see "Item 7(c), Exhibit Index." The following summary of the Proposed Plan is qualified in its entirety by reference to such exhibit. The purpose of the Proposed Plan would be to attract and retain quality personnel and to make association with the Registrant more attractive to potential acquisition candidates. As currently contemplated, a maximum of 1,000,000 shares of the Registrant's common stock would be allocated for use in conjunction with award of options under the Proposed Plan, and such common stock could either be issued from treasury shares, authorized but theretofore unissued shares, or shares purchased from current stockholders for such purpose. The Proposed Plan would be administered by a committee of the Registrant's board of directors comprised exclusively of outside directors (the "Committee"), as that term is defined in the Internal Revenue Code of 1996, as amended (the "Code") and potential recipients would include the Registrant's directors, officers, key employees and consultants (other than consultant's that would be ineligible for receipt of securities registered on Commission Form S-8 based on then applicable rules adopted by the Commission). Options issuable would be incentive stock options meeting the requirements of Section 422, et. seq. of the Code, or non-qualified stock options, with the attributes determined by the Committee. The adoption of the Proposed Plan, as currently contemplated, would not restrict the ability of the Registrant's board of directors to authorize the issuance of securities, including stock options, outside the parameters of the Proposed Plan, on a case by case basis. Initial recipients under the Proposed Plan are expected to be employees of the Registrant's subsidiary, American Internet Technical Center, Inc., a Florida corporation, (hereinafter referred to "American Internet")who meet designated competitive sales targets and the Registrant's new president described below. The Proposed Plan is in the review and discussion stage and no assurances can be provided that it will be adopted as currently proposed, or at all. In the event that the Proposed Plan is not adopted, the options called for in the employment agreement for Michael Harris Jordan described below would still be issued. 3 MICHAEL HARRIS JORDAN In conjunction with the resignation of Charles J. Scimeca ("Mr. Scimeca"),effective August 6, 1999, the Registrant's acting president and a member of the Registrant's board of directors, described in Item 6 below; on August 5, 1999, the Registrant's board of directors elected Michael Harris Jordan as its president and as a member of its board of directors, effective as of August 6, 1999. Mr. Jordan's term as a director will expire following the election and installation of his successor (assuming Mr. Jordan is not re-elected) at the next annual meeting of the Registrant's stockholders. His term as an officer is at the pleasure of the Registrant's board of directors, subject to his contractual rights under the employment agreement summarized below. In light of his experience with the financial markets and the regulatory requirements and limitations involved in corporate communications, Mr. Jordan will also replace Ms. Piccolo as the Registrant's spokesperson. BIOGRAPHY. Michael Harris Jordan, President and Director Michael Harris Jordan, 46 years old, is a resident and native of Miami, Florida. From 1972 until 1973 he attended the University of Miami where he studied English literature. In 1979, Mr. Jordan obtained a Series 7 and a Series 63 license from the NASD and in 1982 he obtained a Series 24 license from the NASD (general securities principal). In conjunction with his activities as an individual licensed to engage in securities transactions by the NASD, he was also licensed by the securities regulatory authorities of a number of states. Since 1985, Mr. Jordan has been engaged in business as a private investor.In 1992, Mr. Jordan incorporated Securities Counseling and Management, Inc., a private consulting firm headquartered in Miami, Florida, for which he serves as president and sole director. In January of 1996, Mr. Jordan became secretary, treasurer and a member of the board of directors of Zagreus, Inc., a publicly held Delaware corporation then headquartered in Miami, Florida ("Zagreus"). Zagreus is an inactive public company in the process of reorganization. In 1998, Mr. Jordan became an independent consultant for The Southeast Companies, inc., a Florida corporation engaged in providing business and political consulting services and consumer financial services as a licensed mortgage brokerage company and during 1998, became president of a division thereof operating in compliance with Florida fictitious name laws as Southeast Counseling & Management. In 1999, Mr. Jordan became a registered principal (NASD Series 24 license) of Sunshine Securities, Inc., an NASD member firm located in Orlando, Florida. On August 6, 1999, Mr. Jordan became a member of the Registrant's board of directors and was elected as the Registrant's President. 4 FAMILY RELATIONSHIPS. Mr. Jordan is not related to any current or former employees, officers, directors or principal stockholders of the Registrant. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS. Based on information provided in response to a questionnaire filed as an exhibit to this report (see "Item 7(c), Exhibit Index"), during the past five years Mr. Jordan has not been a party to or the subject of: (a) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) Any conviction in a criminal proceeding or has been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) Any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (d) Been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. COMPENSATION. The terms of Mr. Jordan's compensation for services to the Registrant are set forth in his employment agreement with the Registrant (the "Jordan Agreement"), a copy of which is included as an exhibit to this current report, see "Item 7(c), Exhibit Index," and are summarized below. TERMS OF EMPLOYMENT The following summary information extracted from the Jordan Agreement is qualified in its entirety by reference to the Jordan Agreement. 5 Duties: Mr. Jordan will: Serveas the principal point of contact between the Registrant and the media (print, electronic, voice and picture), the investment community and the Registrant's security holders; Be responsible for supervision of all of the Registrant's other officers; Be responsible for the Registrant's compliance with all applicable laws, including federal, state and local securities laws and tax laws; Be responsible for supervision of the Registrant's subsidiaries; and, Perform such other duties as are assigned to him by the Registrant's board of directors, subject to compliance with all applicable laws and fiduciary obligations. Other Activities Mr. Jordan has agreed to perform his employment duties in good faith and, subject to the exceptions specified below, to devote substantially all of his business time, energies and abilities to the proper and efficient management and execution of such duties. In amplification of the foregoing, unless otherwise authorized by the Registrant's board of directors, on a case by case basis, Mr. Jordan is required to devote his business time exclusively to the affairs of the Registrant; provided, however, that the Registrant has recognized that Mr. Jordan is a party to an agreement with the Southeast Companies, Inc., which has been assigned thereby to Yankees, calling for him to provide services thereto; serves as president of Southeast Counseling & Management, a division of the Southeast Companies, Inc.; serves as president of Securities Counseling & Management, Inc., a Florida corporation; serves as an officer of Zagreus, Inc., a currently inactive public company in the process of reorganization; and, is a registered representative and registered principal with Sunshine Securities Corporation (which has consented in writing to Mr. Jordan's service as president of the Registrant); and the Registrant has consented to Mr. Jordan's continuation in such roles, provided that his role as the Registrant's president takes priority in allocation of time and resources to any activities pertaining to such roles, and that he will resolve any actual conflicts of interest resulting from such roles in favor of the Registrant. 6 Status: Mr. Jordan will serve as an employee of the Registrant but shall have no authority to act as an agent thereof or to bind the Registrant or its subsidiaries as a principal or agent thereof without the specific consent of the Registrant's board of directors, all such functions being reserved to the board of directors in compliance with the requirements of its constituent documents Limitations: Mr. Jordan has agreed that he will not: Release any financial or other material information or data about the Registrant without the prior written consent and approval of the Registrant's General Counsel; or, conduct any meetings with financial analysts without informing the Registrant's General Counsel and board of directors in advance of the proposed meeting and the format or agenda of such meeting. Disclose to any third party any confidential non-public information furnished by the Registrant except on a need to know basis, and in such case, subject to appropriate assurances that such information shall not be used, directly or indirectly, in any manner that would violate state or federal prohibitions on insider trading of the Registrant's securities. Take any action which would in any way adversely affect the reputation, standing or prospects of the Registrant or which would cause the Registrant to be in violation of applicable laws. In any circumstances where Mr. Jordan is describing the securities of the Registrant to a third party, Mr. Jordan has agreed to disclose to such person any compensation received from the Registrant to the extent required under any applicable laws, including, without limitation, Section 17(b) of the Securities Act of 1933, as amended. Term: The Jordan Agreement is for a term of one year, subject to automatic annual renewal thereafter unless the Party deciding not to renew provides the other with written notice of intention not to renew prior to the 60th day before termination of the then effective term or renewal thereof. 7 Compensation: A. An option to purchase up to 100,000 shares of the Registrant's common stock during the 36 month period commencing at the end of the 365th day following commencement of the initial term of the Jordan Agreement, at an exercise price equal to the last reported price paid therefor on the effective date of the employment agreement, as reported on the over the counter electronic bulletin board operated by the NASD (i.e., $0.69 per share), provided that: (1) He remains in the employ of the Registrant for a period of not less than 365 consecutive days; (2) He has not been discharged by the Registrant for cause; (3) He fully complies with the provisions of the Jordan Agreement, including, without limitation, the confidentiality and non-competition sections hereof; B. In the event that Mr. Jordan arranges or provides funding for the Registrant on terms more beneficial than those reflected in the Registrant's current principal financing agreements, copies of which are included among the Registrant's records available through the SEC's EDGAR web site, Mr. Jordan shall be entitled, at its election, to either: (1) A fee equal to 5% of such savings, on a continuing basis; or (2) If equity funding is provided through Mr. Jordan or any affiliates thereof, a discount of 5% from the bid price for the subject equity securities, if they are issuable as free trading securities, or, a discount of 25% from the bid price for the subject equity securities, if they are issuable as restricted securities (as the term restricted is used for purposes of SEC Rule 144); and (3) If equity funding is arranged for the Registrant by Mr. Jordan and the Registrant is not obligated to pay any other source compensation in conjunction therewith, other than the normal commissions charged by broker dealers in securities in compliance with the compensation guidelines of the NASD, the Mr. Jordan shall be entitled to a bonus in a sum equal to 5% of the net proceeds of such funding. C. In the event that Mr.Jordan generates business for the Registrant, then, on any sales resulting therefrom, Mr. Jordan shall be entitled to a commission equal to 5% of the net income derived by the Registrant therefrom, on a continuing basis. 8 Benefits: Mr. Jordan is entitled to any benefits generally made available to all other employees (rather than to a specified employee or group of employees) of the Registrant or its subsidiaries. Indemnification: The Registrant will defend, indemnify and hold Mr. Jordan harmless from all liabilities, suits, judgments, fines, penalties or disabilities, including expenses associated directly, therewith (e.g. legal fees, court costs, investigative costs, witness fees, etc.) resulting from any reasonable actions taken by him in good faith on behalf of the Registrant, its affiliates or for other persons or entities at the request of the board of directors of the Registrant, to the fullest extent legally permitted, and in conjunction therewith, shall assure that all required expenditures are made in a manner making it unnecessary for Mr. Jordan to incur any out of pocket expenses; provided, however, that Mr. Jordan permits the Registrant to select and supervise all personnel involved in such defense and that Mr. Jordan waives any conflicts of interest that such personnel may have as a result of also representing the Registrant, their stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. Early termination: The Registrant can terminate the employment agreements severally, as to the terminating entity only, for cause (e.g., the inability through sickness or other incapacity to discharge duties for 21 or more consecutive days or for a total of 45 or more days in a period of twelve consecutive months; refusal to follow directions of the board of directors; dishonesty; theft; or conviction of a crime involving moral turpitude; material default in the performance of obligations, services or duties required under the employment agreement (other than for illness or incapacity) or materially breach of any provision of the employment agreement, which continues for 5 days after written notice if it resulted in material damage); discontinuance of business; and death. In the event of a dispute concerning termination due to breach or default, compensation will be continued until resolution of such dispute by a tribunal of competent jurisdiction, subject to repayment upon final determination that such compensation was not called for. The Jordan Agreement contains broad non-disparagement, confidentiality and non-competition covenants subject to judicial restructuring if found to be legally unenforceable which provide for both injunctive relief and liquidated damages. COMPENSATION UNDER PLANS The Registrant's board of directors is considering adoption of a non-qualified stock option and stock incentive plan, a copy of which is filed as an exhibit to this current report [see "Item 7(c), Exhibit Index], and the board of directors may in the future, if such plan is adopted, grant Mr. Jordan or other officers, employees or directors of the Registrant stock options pursuant to the provisions of such plan. 9 ITEM 6 RESIGNATIONS OF REGISTRANT'S DIRECTORS EDWARD GRANVILLE-SMITH In accordance with the terms of a settlement agreement between the Registrant and Edward Granville-Smith, Jr. (who served as the Registrants principal officer and sole director from 1995 until November of 1998), the Registrant elected his son, Mark Granville-Smith as a member of the Registrant's board of directors, effective July 1, 1999. Details of the settlement agreement were disclosed in the Registrant's report on Form 10-KSB for the year ended December 31, 1998 and such agreement was filed as an exhibit thereto. Mr. Edward Granville-Smith's replacement as a member of the Registrant's board of directors did not involve any disagreements with the Registrant on any matters and consequently, did not involve any disagreement relating to the Registrant's operations, policies or practices. Rather, it was based on personal problems involving his health described in detail in the Registrant's report on Form 10-KSB for the year ended December 31, 1998. CHARLES J. SCIMECA On or about July 28, 1999, Charles J. Scimeca ("Mr. Scimeca"), the Registrant's acting president and a member of the Registrant's board of directors advised it that in light of the change in the Registrant's business, it would be better served by a president with material experience in the securities business, and more familiar with the regulatory obligations attendant on engaging in capital raising and acquisition activities. Mr. Scimeca instructed the Registrant's strategic consultant, The Yankee Companies, Inc. ("Yankees"), to commence a search for a suitable replacement, and on or about August 2, 1999, Yankees recommended Michael Harris Jordan ("Mr. Jordan"). On August 5, 1999, after interviews with management of the Registrant's subsidiary and with the Registrant's board of directors, Mr. Jordan was offered the position of president for a one year term and elected as a member of the Registrant's board of directors replacing Mr. Scimeca, whose resignation was accepted effective as of August 6, 1999. Required information concerning Mr. Jordan's background, responsibilities and compensation is set forth in Item 5 above. Mr. Scimeca's resignation did not involve any disagreements with the Registrant on any matters and consequently, did not involve any disagreement relating to the Registrant's operations, policies or practices. A copy of Mr. Scimeca's letter of resignation is filed as an exhibit to this current report (see Item 7(c), Exhibit Index"). 10 ITEM 7.FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Item Page Description Number Number 10.38 Proposed Stock Plan 10.39 Michael Harris Jordan employment agreement 99.44 Michael Harris Jordan questionnaire 99.45 Charles J. Scimeca letter of resignation 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. AmeriNet Group.com, Inc. A Delaware corporation (Registrant) Date: August 23, 1999 By: /s/Michael H. Jordan/s/ Michael H. Jordan, President 11 EX-10.38 2 STOCK OPTION PLAN AmeriNet Group.com, Inc. Non-Qualified Stock Option & Stock Incentive Plan Effective as of January 1 , 2000 AmeriNet Group.com, Inc. Non-Qualified Stock Option & Stock Incentive Plan Indenture State of Florida} County of Palm Beach} ss.: Pursuant to a duly adopted resolution of the Board of Directors, currently in effect, and as authorized by the certificate of incorporation, bylaws and all applicable federal and state laws, AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (hereinafter referred to as the "Corporation"), intending to be legally bound, hereby establishes and publishes an incentive compensation plan to be known as the "AmeriNet Group.com, Inc. Non-Qualified Stock Option & Stock Incentive Plan" (hereinafter referred to as the "Plan"), as follows: Witnesseth: ARTICLE ONE INTRODUCTION (a)Pursuant to the provisions, conditions and requirements set forth below, this Plan hereby authorizes the grant of Non-Qualified Stock Options and Incentive Stock Options, as such terms are defined in the Code and the rules and regulations promulgated thereunder. (b)This Plan shall become effective on January 1, 2000. (c)The purpose of this Plan is to promote the success and enhance the value of the Corporation by linking the personal interests of Participants to those of the Corporation's stockholders by providing Participants with an incentive for outstanding performance. (d)This Plan is further intended to assist the Corporation in its ability to acquire compatible businesses and to retain the services of, Participants upon whose judgment, interest and special effort the successful conduct of the Corporation's operations is largely dependent, and to align their personal interests with those of the Corporation and its stockholders. ARTICLE TWO DEFINITIONS For purposes of this Plan, the following terms shall be defined as follows unless the context clearly indicates otherwise: (a)"Award Agreement" shall mean the written agreement, executed by an appropriate officer of the Corporation, pursuant to which a Plan Award is granted. (b)"Board of Directors" shall mean the Board of Directors of the Corporation. (c)"Commission" shall mean the United States Securities and Exchange Commission. (d)"Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder. (e)"Committee" shall mean all Outside Directors of the Corporation or all Outside Directors appointed by the Board of Directors to serve as the Committee; provided that the Committee must always be comprised of not less than three members. (f)"Common Stock" shall mean the common stock, par value $.001 per share, of the Corporation. 12 (g)"Consultant" shall mean an individual who is in a Consulting Relationship with the Corporation or any Parent or Subsidiary, other than one principally engaged in promoting the securities of the Corporation, as defined by applicable rules of the Commission excluding persons so engaged from eligibility to participate in registration of securities on Commission Form S-8. (h)"Consulting Relationship" shall mean the relationship that exists between an individual and the Corporation (or any Parent or Subsidiary) if such individual or any entity of which such individual is an executive officer or owns a substantial equity interest has entered into a written consulting contract with the Corporation or any Parent or Subsidiary. (i)"Corporation" shall mean AmeriNet Group.com, Inc., a Delaware corporation. (j)"Disability" shall have the same meaning as the term "permanent and total disability" under Section 22(e)(3) of the Code. (k)"Employee" shall mean a common-law employee of the Corporation or of any Parent or Subsidiary. (l)"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. (m)"Executive" means an employee of the Corporation or of any Parent or Subsidiary whose compensation is subject to the deduction limitations set forth under Code Section 162(m). (n)(1)"Fair Market Value" of the Corporation's Common Stock on a Trading Day shall mean the last reported sale price for Common Stock or, in case no such reported sale takes place on such Trading Day, the average of the closing bid and asked prices for the Common Stock for such Trading Day, in either case on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or if the Common Stock is not listed or admitted to trading on any national securities exchange, but is traded in the over-the-counter market, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the closing bid and asked quotations for the Common Stock, as reported by the National Association of Securities Dealers, Inc., a Delaware corporation registered as a self regulatory organization by the Commission (the "NASD"), through its NASDAQ Stock Market, Inc., subsidiary's Automated Quotation System ("NASDAQ") or any comparable system or, if the Common Stock is not listed on NASDAQ or a comparable system, the closing sale price of the Common Stock or, if no sale is publicly reported, the average of the closing bid and asked prices, as furnished by two members of the National Association of Securities Dealers, Inc. who make a market in the Common Stock selected from time to time by the Corporation for that purpose. 13 (2) In addition, for purposes of this definition, a "Trading Day" shall mean, if the Common Stock is listed on any national securities exchange, a business day during which such exchange was open for trading and at least one trade of Common Stock was effected on such exchange on such business day, or, if the Common Stock is not listed on any national securities exchange but is traded in the over-the-counter market, a business day during which the over-the-counter market was open for trading and at least one "eligible dealer" quoted both a bid and asked price for the Common Stock. (3) An "eligible dealer" for any day shall include any broker-dealer who quoted both a bid and asked price for such day, but shall not include any broker-dealer who quoted only a bid or only an asked price for such day. In the event the Corporation's Common Stock is not publicly traded, the Fair Market Value of such Common Stock shall be determined by the Committee in good faith. (o)"Good Cause" shall mean: (1) A Participant's willful or gross misconduct or willful or gross negligence in the performance of his duties for the Corporation or for any Parent or Subsidiary after prior written notice of such misconduct or negligence and the continuance thereof for a period of 30 days after receipt by such Participant of such notice; (2) A Participant's intentional or habitual neglect of his duties for the Corporation or for any Parent or Subsidiary after prior written notice of such neglect; (3) A Participant's theft or misappropriation of funds of the Corporation or of any Parent or Subsidiary or commission of a felony; or (4) The direct or indirect breach by the Participant of the terms of a related consulting contract with the Corporation or any Parent or Subsidiary. (p)"Incentive Stock Option" shall mean a stock option satisfying the requirements for tax-favored treatment under Section 422 of the Code. (q)"NASD" shall, unless the context requires otherwise, mean the National Association of Securities Dealers, Inc., a Delaware corporation registered as a self regulatory organization by the Commission, and its controlled subsidiaries. (r)"Non-Qualified Option" shall mean a stock option which does not satisfy the requirements for, or which is not intended to be eligible for, tax-favored treatment under Section 422 of the Code. 14 (s)"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option granted pursuant to the provisions of Article Seven hereof, as such terms are defined in the Code and the rules and regulations promulgated thereund er. (t)"Option Holder" shall mean a Participant who is granted an Option under the terms of this Plan. (u)"Outside Directors" shall mean all members of the Board of Directors of the Corporation other than those who also serve as officers, employees or consultants of the Corporation or who hold more than 10% of the Corporation's capital stock ("Inside Directors"), or who are related by marriage or consanguinity to Inside Directors, and, who are classified as "outside directors" under Section 162(m) of the Code. (v)"Parent" shall mean a parent corporation of the Corporation within the meaning of Section 424(e) of the Code. (w)"Participant" shall mean any Employee or other person participating under this Plan. (x)"Plan Award" shall mean an Option granted pursuant to the terms of this Plan. (y)"Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations thereunder. (z)"Service" shall mean the United States Internal Revenue Service. (aa)"Subsidiary" shall mean a subsidiary corporation of the Corporation within the meaning of Section 424(f) of the Code. (bb)"Termination of Consulting Relationship" shall mean the cessation, abridgement or termination of a Consultant's Consulting Relationship with the Corporation or any Parent or Subsidiary as a result of: (1) The Consultant's death or Disability; (2) The disqualification of the Consultant from participation as a recipient of securities of the Corporation on Commission Form S-8. (3) The cancellation, annulment, expiration, termination or breach of the written consulting contract between the Corporation(or any Parent or Subsidiary) and the Consultant (or any other entity) giving rise to the Consulting Relationship; or (4) If the written consulting contract is not directly between the Corporation (or any Parent or Subsidiary) and the Consultant, the Consultant's termination of service with, or sale of all or substantially all of his equity interest in, the entity which has entered into the written consulting contract with the Corporation, Parent or Subsidiary. ARTICLE THREE ADMINISTRATION (a) (1) This Plan shall be administered by the Committee, which shall be composed solely of at least two Non-Employee Directors, as defined in Rule 16b-3(b)(3) promulgated under the Exchange Act, and who also qualify as "Outside Directors". (2) Subject to the provisions of this Plan, the Committee may establish from time to time such regulations, provisions, proceedings and conditions of awards which, in its sole opinion, may be advisable in the administration of this Plan. 15 (b) A majority of the Committee shall constitute a quorum, and, subject to the provisions of Article Six of this Plan, the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee, shall be the acts of the Committee as a whole. ARTICLE FOUR SHARES AVAILABLE (a)Subject to the adjustments provided in Article Eight of this Plan, the aggregate number of shares of the Common Stock which may be granted for all purposes under this Plan shall be 1,000,000 shares. (b)Shares of Common Stock underlying awards of securities (derivative or not) and shares of Common Stock awarded hereunder (whether or not on a restricted basis) shall be counted against the limitation set forth in the immediately preceding sentence and may be reused to the extent that the related Plan Award to any individual is settled in cash, expires, is terminated unexercised, or is forfeited. (c)Common Stock granted to satisfy Plan Awards under this Plan may be authorized and unissued shares of the Common Stock, issued shares of such Common Stock held in the Corporation's treasury or shares of Common Stock acquired on the open market. (d)Notwithstanding the foregoing, the Corporation's transfer agent and its general counsel shall: (1) Retain a copy of this Plan, and any amendments or supplements thereof, in its records of the Corporation's affairs; (2) Be provided with and retain copies of all instruments effecting Plan Awards; (3) Assure that shares adequate to meet the Corporation's obligations under the Plan are reserved for issuance in compliance therewith; (4) Immediately notify the Corporation and any Participants effected, in the event that shares adequate to meet the Corporation's obligations under the Plan are not authorized; (5) Assure that, in conjunction with the issuance or transfer of any securities under the Plan, the holder complies with all reporting and registration requirements imposed under the Securities Act, the Exchange Act, comparable provisions of applicable state laws, policies of the Corporation implemented to assure compliance with all such laws and the regulations and rules promulgated thereunder, or the legally available exemptions therefrom. ARTICLE FIVE ELIGIBILITY (a)Officers and key employees of the Corporation, or of any Parent or Subsidiary, who are regularly employed on a salaried basis as common law employees, and Consultants and directors of the Corporation or of any Parent or Subsidiary who are not Employees, shall be eligible to participate in this Plan. 16 (b)Where appropriate under this Plan, directors who are not Employees shall be referred to as "employees" and their service as directors as "employment". ARTICLE SIX AUTHORITY OF COMMITTEE (a)This Plan shall be administered by, or under the direction of, the Committee, which shall administer this Plan so as to comply at all times with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, to the extent such compliance is required, and shall otherwise have plenary authority to interpret this Plan and to make all determinations specified in or permitted by this Plan or deemed necessary or desirable for its administration or for the conduct of the Committee's business. (b)All interpretations and determinations of the Committee may be made on an individual or group basis and shall be final, conclusive and binding on all interested parties. (c)Subject to the express provisions of this Plan, the Committee shall have authority, in its discretion, to determine the persons to whom Plan Awards shall be granted, the times when such Plan Awards shall be granted, the number of Plan Awards, the purchase price or exercise price of each Plan Award (if applicable), the period(s) during which a Plan Award shall be exercisable (whether in whole or in part), the restrictions to be applicable to Plan Awards and the other terms and provisions thereof (which need not be identical). (d)In addition, the authority of the Committee shall include, without limitation, the following: (1)Financing. The arrangement of temporary financing for an Option Holder by registered broker-dealers, under the rules and regulations of the Federal Reserve Board, for the purpose of assisting an Option Holder in the exercise of an Option, such authority to include the payment by the Corporation of the commissions of the broker-dealer; (2)Procedures for Exercise of Option. The establishment of procedures for an Option Holder to: (A) Exercise an Option by payment of cash; (B) Have withheld from the total number of shares of Common Stock to be acquired upon the exercise of an Option that number of shares having a Fair Market Value, which, together with such cash as shall be paid in respect of fractional shares, shall equal the Option exercise price of the total number of shares of Common Stock to be acquired; (C) Exercise all or a portion of an Option by delivering that number of shares of Common Stock already owned by him having a Fair Market Value which shall equal the Option exercise price for the portion exercised and, in cases where an Option is not exercised in its entirety, and subject to the requirements of the Code, to permit the Option Holder to deliver the shares of Common Stock thus acquired by him in payment of shares of Common Stock to be received pursuant to the exercise of additional portions of such Option, the effect of which shall be that an Option Holder can in sequence utilize such newly acquired shares of Common Stock in payment of the exercise price of the entire Option, together with such cash as shall be paid in respect of fractional shares; and (D) Engage in any form of "cashless" exercise. 17 (3)Withholding. The establishment of a procedure whereby a number of shares of Common Stock or other securities may be withheld from the total number of shares of Common Stock or other securities to be issued upon exercise of an Option or for the tender of shares of Common Stock owned by any Participant to meet any obligation of withholding for taxes incurred by the Participant upon such exercise. ARTICLE SEVEN STOCK OPTIONS (a)The Committee shall have the authority, in its discretion, to grant Incentive Stock Options or to grant Non-Qualified Stock Options or to grant both types of Options. (b)Notwithstanding anything contained herein to the contrary, an Incentive Stock Option may be granted only to common law employees of the Corporation or of any Parent or Subsidiary now existing or hereafter formed or acquired, and not to any director or officer who is not also such a common law employee. (c)The terms and conditions of the Options shall be determined from time to time by the Committee; provided, however, that the Options granted under this Plan shall be subject to the following: (1) Exercise Price. (A) The Committee shall establish the exercise price at the time any Option is granted at such amount as the Committee shall determine; provided, however, that the exercise price for each share of Common Stock purchasable under any Incentive Stock Option granted hereunder shall be such amount as the Committee shall, in its best judgment, determine to be not less than one hundred percent (100%) of the Fair Market Value per share of Common Stock at the date the Option is granted; and provided, further, that in the case of an Incentive Stock Option granted to a person who, at the time such Incentive Stock Option is granted, owns shares of stock of the Corporation or of any Parent or Subsidiary which possess more than ten percent (10%) of the total combined voting power of all classes of shares of stock of the Corporation or of any Parent or Subsidiary, the exercise price for each share of Common Stock shall be such amount as the Committee, in its best judgment, shall determine to be not less than one hundred ten percent (110%) of the Fair Market Value per share of Common Stock at the date the Option is granted. (B)The exercise price will be subject to adjustment in accordance with the provisions of Article Eight of this Plan. (2) Payment of Exercise Price. (A)The price per share of Common Stock with respect to each Option shall be payable at the time the Option is exercised. (B)Such price shall be payable in cash or pursuant to any of the methods set forth in Articles Six (d)(2) hereof. (C)Shares of Common Stock delivered to the Corporation in payment of the exercise price shall be valued at the Fair Market Value of the Common Stock on the date preceding the date of the exercise of the Option. 18 (3) Exercisability of Options. (A)Except as provided in Article Seven (c)(1)(5) hereof, each Option shall be exercisable in whole or in installments, and at such time(s), and subject to the fulfillment of any conditions on, and to any limitations on, exercisability as may be determined by the Committee at the time of the grant of such Options. (B)The right to purchase shares of Common Stock shall be cumulative so that when the right to purchase any shares of Common Stock has accrued such shares of Common Stock or any part thereof may be purchased at any time thereafter until the expiration or termination of the Option. (4) Expiration of Options. No Incentive Stock Option by its terms shall be exercisable after the expiration of ten (10) years from the date of grant of the Option; provided, however, in the case of an Incentive Stock Option granted to a person who, at the time such Option is granted, owns shares of stock of the Corporation or of any Parent or Subsidiary possessing more than ten percent (10%) of the total combined voting power of all classes of shares of stock of the Corporation or of any Parent or Subsidiary, such Option shall not be exercisable after the expiration of five (5) years from the date such Option is granted. (5) Exercise Upon Option Holder's Termination of Employment or Termination of Consulting Relationship. (A)If the employment of an Option Holder by the Corporation or by any Parent or Subsidiary is terminated for any reason other than death, any Incentive Stock Option granted to such Option Holder may not be exercised later than three months (one year in the case of termination due to Disability) after the date of such termination of employment. (B)For purposes of determining whether any Option Holder has incurred a termination of employment (or a Termination of Consulting Relationship), an Option Holder who is both an employee (or a Consultant) and a director of the Corporation and/or any Parent or Subsidiary shall (with respect to any Non-Qualified Option that may have been granted to him) be considered to have incurred a termination of employment (or a Termination of Consulting Relationship) only upon his termination of service both as an employee (or as a Consultant) and as a director. (C)Furthermore, if an Option Holder's employment (or Consulting Relationship) is terminated by the Corporation or by any Parent or Subsidiary for Good Cause or if an Option Holder voluntarily terminates his employment other than for Disability (or incurs a voluntary Termination of Consulting Relationship other than for Disability) with the Corporation or with any Parent or Subsidiary without the written consent of the Committee, regardless of whether such Option Holder continues to serve as a director of the Corporation or of any Parent or Subsidiary, then the Option Holder shall, at the time of such termination of employment (or Termination of Consulting Relationship), forfeit his rights to exercise any and all of the outstanding Option(s) theretofore granted to him. (6) Maximum Amount of Incentive Stock Options. (A)Each Plan Award under which Incentive Stock Options are granted shall provide that to the extent the aggregate of the Fair Market Value of the shares of Common Stock (determined as of the time of the grant of the Option) subject to such Incentive Stock Option and the fair market values (determined as of the date(s) of grant of the option(s) of all other shares of Common Stock subject to incentive stock options granted to an Option Holder by the Corporation or any Parent or Subsidiary, which are exercisable for the first time by any person during any calendar year, exceed(s) one hundred thousand dollars ($100,000), such excess shares of Common Stock shall not be deemed to be purchased pursuant to Incentive Stock Options. (B)The terms of the immediately preceding sentence shall be applied by taking all options, whether or not granted under this Plan, into account in the order in which they are granted. 19 ARTICLE EIGHT ADJUSTMENT OF SHARES (a) Recapitalization, etc. (1)In the event there is any change in the Common Stock of the Corporation by reason of any reorganization, recapitalization, stock split, stock dividend or otherwise, they shall be substituted for or added to each share of Common Stock theretofore appropriated or thereafter subject, or which may become subject, to any Option, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock shall be so changed or for which each such share shall be exchanged, or to which each such share be entitled, as the case may be, and the per share price thereof also shall be appropriately adjusted. (2)Notwithstanding the foregoing: (A)Each such adjustment with respect to an Incentive Stock Option shall comply with the rules of Section 424(a) of the Code; and (B)In no event shall any adjustment be made which would render any Incentive Stock Option granted hereunder to be other than an Incentive Stock Option for purposes of Section 422 of the Code. (b)Merger, Consolidation or Change in Control of Corporation. (1) Upon: (A)The merger or consolidation of the Corporation with or into another corporation (pursuant to which the stockholders of the Corporation immediately prior to such merger or consolidation will not, as of the date of such merger or consolidation, own a beneficial interest in shares of voting securities of the corporation surviving such merger or consolidation having at least a majority of the combined voting power of such corporation's then outstanding securities), if the agreement of merger or consolidation does not provide for the continuance of the Options, Stock Appreciation Rights and shares of Restricted Stock granted hereunder or the substitution of new options for Options granted hereunder, or for the assumption of such Options by the surviving corporation; (B)The dissolution, liquidation, or sale of all or substantially all the assets of the Corporation to a person unrelated to the Corporation or to a direct or indirect owner of a majority of the voting power of the Corporation's then outstanding voting securities (such sale of assets being referred to as an "Asset Sale"); or (C)The Change in Control of the Corporation; (1) The holder of any such Option theretofore granted and still outstanding (and not otherwise expired) shall have the right immediately prior to the effective date of such merger, consolidation, dissolution, liquidation, Asset Sale or Change in Control of the Corporation to exercise such Option(s) in whole or in part without regard to any installment provision that may have been made part of the terms and conditions of such Option(s) and all restrictions regarding transferability and forfeiture on shares of Restricted Stock shall be removed immediately prior to the effective date of such merger, consolidation, dissolution, liquidation, Asset Sale or Change in Control of the Corporation; provided that any conditions precedent to the exercise of such Option(s), other than the passage of time, have occurred. 20 (2) The Corporation, to the extent practicable, shall give advance notice to affected Option Holders of such merger, consolidation, dissolution, liquidation, Asset Sale or Change in Control of the Corporation. (3) All such Options which are not so exercised shall be forfeited as of the effective time of such merger, consolidation, dissolution, liquidation or Asset Sale (but not in the case of a Change in Control of the Corporation). (c)Definition of Change in Control of the Corporation. As used herein, a "Change in Control of the Corporation" shall be deemed to have occurred if any person (including any individual, firm, partnership or other entity) together with all Affiliates and Associates (as defined under Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act) of such person, directly or indirectly is or becomes the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act), of securities of the Corporation representing 40% of more of the combined voting power of the Corporation's then outstanding securities, except: (1) A trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or any subsidiary of the Corporation; (2) A corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of the Corporation; (3) The Corporation or any subsidiary of the Corporation; or (4) A Participant together with all Affiliates and Associates of the Participant, but only with respect to the Option(s) held by the Participant who, together with his Affiliates or Associates, if any, is or becomes the direct or indirect Beneficial Owner of the percentage of such securities. ARTICLE NINE MISCELLANEOUS PROVISIONS (a)Administrative Procedures. The Committee may establish any procedures determined by it to be appropriate in discharging its responsibilities under this Plan. All actions and decisions of the Committee shall be final. (b)Assignment or Transfer. (1) No grant or award of any Plan Award (other than a Non-Qualified Option) or any rights or interests therein shall be assignable or transferable by a Participant except by will or the laws of descent and distribution or pursuant to a domestic relations order. 21 (2)During the lifetime of a Participant, Incentive Stock Options granted hereunder shall be exercisable only by the Participant. (c)Investment Representation. In the case of Plan Awards paid in shares of Common Stock or other securities, or, with respect to shares of Common Stock received pursuant to the exercise of an Option, the Committee may require, as a condition of receiving such securities, that the Participant furnish to the Corporation such written representations and information as the Committee deems appropriate to permit the Corporation, in light of the existence or nonexistence of an effective registration statement under the Securities Act and any applicable provisions of state laws, to deliver such securities in compliance with the provisions of the Securities Act and any applicable provisions of state laws, or of the provisions of any exemptions from such requirements. (d)Withholding Taxes. (1)The Corporation shall have the right to deduct from all cash payments owed to a Participant for any reason, any federal, state, local or foreign taxes required by law to be withheld with respect to any Plan Awards. (2)In the case of the issuance or distribution of Common Stock or other securities hereunder, either directly or upon the exercise of or payment upon any Plan Award, the Corporation, as a condition of such issuance or distribution, may require the payment (through withholding from the Participant's salary, reduction of the number of shares of Common Stock or other securities to be issued, or otherwise) of any such taxes. (3)Each Participant may satisfy the withholding obligations by paying to the Corporation a cash amount equal to the amount required to be withheld or by tendering to the Corporation a number of shares of Common Stock having a value equivalent to such cash amount, or by use of any available procedure as described under Article Six (d)(3) hereof. (e)Costs and Expenses. The costs and expenses of administering this Plan shall be borne by the Corporation and shall not be charged against any award nor to any employee receiving a Plan Award. (f)Funding of Plan. (1)This Plan shall be unfunded. (2)The Corporation shall not be required to segregate any of its assets to assure the payment of any Plan Award under this Plan. (3)Neither the Participants nor any other persons shall have any interest in any fund or in any specific asset or assets of the Corporation or any other entity by reason of any Plan Award, except to the extent expressly provided hereunder. 22 (4)The interests of each Participant and former Participant hereunder are unsecured and shall be subject to the general creditors of the Corporation. (g)Other Incentive Plans. The adoption of this Plan does not preclude the adoption by appropriate means of any other incentive plan for employees, or the grant of any benefits or compensation, including, without limitation, securities of the Corporation, under any employment, consulting or acquisition agreements. (h)Plurals and Gender. Where appearing in this Plan, masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates a different meaning. (i)Headings. The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions hereof. (j)Severability. In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be fully severable, and this Plan shall be construed and enforced as if said illegal or invalid provisions had never been inserted herein. (k)Payments Due Missing Persons. (1)The Corporation shall make a reasonable effort to locate all persons entitled to benefits under this Plan; however, notwithstanding any provisions of this Plan to the contrary, if, after a period of one year from the date such benefits shall be due, any such persons entitled to benefits have not been located, their rights under this Plan shall stand suspended. (2)Before this provision becomes operative, the Corporation shall send a certified letter to all such persons at their last known addresses advising them that their rights under this Plan shall be suspended. (3)Subject to all applicable state escheat laws, any such suspended amounts shall be held by the Corporation for a period of one additional year and thereafter such amounts shall be forfeited and thereafter remain the property of the Corporation. (l)Liability and Indemnification. (1) (A) Neither the Corporation nor any Parent or Subsidiary shall be responsible in any way for any action or omission of the Committee, or any other fiduciaries in the performance of their duties and obligations as set forth in this Plan. (B) Furthermore, neither the Corporation nor any Parent or Subsidiary shall be responsible for any act or omission of any of their agents, or with respect to reliance upon advice of their counsel provided that the Corporation and/or the appropriate Parent or Subsidiary relied in good faith upon the action of such agent or the advice of such counsel. (2) (A) Except for their own gross negligence or willful misconduct regarding the performance of the duties specifically assigned to them under, or their willful breach of the terms of, this Plan, the Corporation, each Parent and Subsidiary and the Committee shall be held harmless by the Participants, former Participants, beneficiaries and their representatives against liability or losses occurring by reason of any act or omission. 23 (B) Neither the Corporation, any Parent or Subsidiary, the Committee, nor any agents, employees, officers, directors or shareholders of any of them, nor any other person shall have any liability or responsibility with respect to this Plan, except as expressly provided herein. (m) Incapacity. If the Committee shall receive evidence satisfactory to it that a person entitled to receive payment of any Plan Award is, at the time when such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such Plan Award and to give a valid release thereof, and that another person or an institution is then maintaining or has custody of such person and that no guardian, committee or other representative of the estate of such person shall have been duly appointed, the Committee may make payment of such Plan Award otherwise payable to such person to such other person or institution, including a custodian under a Uniform Gifts to Minors Act, or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company), and the release by such other person or institution shall be a valid and complete discharge for the payment of such Plan Award. (n)Cooperation of Parties. All parties to this Plan and any person claiming any interest hereunder agree to perform any and all acts and execute any and all documents and papers which are necessary or desirable for carrying out this Plan or any of its provisions. (o)Governing Law. All questions pertaining to the validity, construction and administration of this Plan shall be determined in accordance with the laws of the State of Delaware, exclusive of any choice of law provisions thereof which would result in the application of substantive laws other than those of the State of Delaware. (p)Non-guarantee of Employment or Consulting Relationship. Nothing contained in this Plan shall be construed as a contract of employment (or as a consulting contract) between the Corporation (or any Parent or Subsidiary), and any employee or Participant, as a right of any employee or Participant to be continued in the employment of (or in a Consulting Relationship with) the Corporation (or any Parent or Subsidiary), or as a limitation on the right of the Corporation or any Parent or Subsidiary to discharge any of its employees (or Consultants), at any time, with or without cause. (q)Notices. (1)Each notice relating to this Plan shall be in writing and delivered in person or by certified mail to the proper address. All notices to the Corporation or the Committee shall be addressed to it at the Corporation's address last set forth in a document filed by the Corporation with the Commission and posted on the Commission's Internet web site at www.sec.gov, in conjunction with the Commission's current electronic data gathering and retrieval system ("EDGAR"), or any successors thereto. (2)All notices to Participants, former Participants, beneficiaries or other persons acting for or on behalf of such persons shall be addressed to such person at the last address for such person maintained in the Committee's records. 24 (R)Written Agreements. Each Plan Award shall be evidenced by a signed written agreement (the "Award Agreements") between the Corporation and the Participant containing the terms and conditions of the award. ARTICLE TEN AMENDMENT OR TERMINATION OF PLAN (a)The Board of Directors of the Corporation shall have the right to amend, suspend or terminate this Plan at any time, provided that no amendment shall be made which shall increase the total number of shares of the Common Stock of the Corporation which may be issued and sold pursuant to Incentive Stock Options, reduce the minimum exercise price in the case of an Incentive Stock Option or modify the provisions of this Plan relating to eligibility with respect to Incentive Stock Options unless such amendment is made by or with the approval of the stockholders within 12 months of the effective date of such amendment, but only if such approval is required by any applicable provision of law. (b)The Board of Directors of the Corporation shall also be authorized to amend this Plan and the Options granted thereunder to maintain qualification as "incentive stock options" within the meaning of Section 422 of the Code, if applicable. (c)Except as otherwise provided herein, no amendment, suspension or termination of this Plan shall alter or impair any Plan Awards previously granted under this Plan without the consent of the holder thereof, except as required to comply with applicable conditions or requirements of the Code, the Securities Act, the Exchange Act or any other applicable law of the United States, or of any states in which a Participant is domiciled or under which the Corporation is subject to in personam jurisdiction and regulation. (d)This Plan shall automatically terminate on the day immediately preceding the tenth anniversary of the date this Plan was adopted by the Board of Directors of the Corporation, unless sooner terminated by such Board of Directors. (e)No Plan Awards may be granted under this Plan subsequent to the termination of this Plan. In Witness Whereof, pursuant to a duly adopted resolution of the Corporation's Board of Directors, currently in effect, the undersigned have executed this Indenture, by and on behalf of the Corporation. AmeriNet Group.com, Inc. Dated:August ___, 1999 By:_____________________ Michael Harris Jordan President {Corporate Seal} Attest: ______________________ G. Richard Chamberlin, Esquire Secretary & General Counsel Before me, an officer duly authorized to administer oaths by the State of Florida, did personally appear Michael Harris Jordan and G. Richard Chamberlin, known to me, who being duly sworn, did certify to me, in my presence, that they executed this Indenture, in the capacities indicated, on the date set forth above, as the act of AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Corporation"), pursuant to authority of a duly promulgated and currently effective resolution of its duly elected and serving Board of Directors, and that by such action, the Corporation has become bound by the terms thereof. Witness my hand and seal, this ___ day of August, 1999. My commission expires: {Notarial Seal} ---------------------- Vanessa H. Mitchem Notary Public 25 EX-10.39 3 JORDAN EMPLOYMENT AGREEMENT Employment Agreement This Employment Agreement (the "Agreement") is entered into by and among Michael Harris Jordan, an individual residing in the State of Florida ("Mr. Jordan"); 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 of its subsidiaries, whether current or subsequently formed or acquired, being collectively hereinafter referred to as the "Consolidated Corporation," and AmeriNet and Mr. Jordan being sometimes hereinafter collectively to as the "Parties" or generically as a "Party". Preamble: WHEREAS, Charles J. Scimeca, AmeriNet's president has advised its board of directors that in light of its currently increased activities in the public sector, AmeriNet should consider retaining a president more experienced in matters involving the securities industry, public finance and securities regulatory requirements; and WHEREAS, AmeriNet has directed the Yankee Companies, Inc., a Florida corporation which serves as AmeriNet's strategic consultant ("Yankees") to recommend and individual meeting the parameters established by Mr. Scimeca, to serve as its president for the next fiscal year; and WHEREAS, Yankees has conducted an executive recruitment search and recommended Mr. Jordan to AmeriNet's board of directors based on the expectation that during the next twelve months AmeriNet's development as a diversified Internet group of companies will require substantial additional capital and consequently, a president familiar with the investment community and the practical and regulatory aspects of capital formation; and WHEREAS, after interviewing Mr. Jordan, AmeriNet's board of directors has determined that he is experienced and well known in the financial community and is thoroughly knowledgeable with the obligations and restriction imposed on public companies by the Exchange Act and the Securities Act of 1933, as amended (the "Securities Act") and has requested that he serve as AmeriNet's president during the next fiscal year; and WHEREAS, Mr. Jordan is agreeable to serving as AmeriNet's president 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: 26 Witnesseth: Article One Term, Renewals, Earlier Termination 1.1 Term. Subject to the provisions set forth herein, the term of Mr. Jordan's employment hereunder shall be deemed to commence on first business day of the first week following the last date appearing on the signature page of this Agreement and continue until August 30, 2000, 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 60th 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 President's employment under this Agreement at any time for cause. (2)Such termination shall be evidenced by written notice thereof to Mr. Jordan, which notice shall specify the cause for termination. (3)For purposes hereof, the term "cause" shall mean: (a)The inability of Mr. Jordan, through sickness or other incapacity, to discharge his duties under this Agreement for 21 or more consecutive days or for a total of 45 or more days in a period of twelve consecutive months; (b)The refusal of Mr. Jordan 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 of his obligations, services or duties required under this Agreement or materially breach of any provision of this Agreement, which default or breach has continued for five days after written notice of such default or breach. (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; provided, however, that a reorganization of AmeriNet shall not be deemed a termination of its business. (c) Death: This Agreement shall terminate immediately on Mr. Jordan's death; however, all accrued compensation at such time shall be promptly paid to Mr. Jordan's estate. 27 1.4 Final Settlement. Upon termination of this Agreement and payment to Mr. Jordan of all amounts due him hereunder, Mr. Jordan or his representative shall execute and deliver to the terminating entity on a form prepared by the terminating entity, a receipt for such sums and a release of all claims, except such claims as may have been submitted pursuant to the terms of this Agreement and which remain unpaid, and, shall forthwith tender to AmeriNet all records, manuals and written procedures, as may be desired by it for the continued conduct of its business. Article Two Scope of Employment 2.1 Retention. AmeriNet hereby hires Mr. Jordan and Mr. Jordan hereby accepts such employment, in accordance with the terms, provisions and conditions of this Agreement. 2.2 General Description of Duties. (a) Mr. Jordan shall be employed as the president of AmeriNet and shall perform the duties associated with the position of president by AmeriNet's bylaws. (b) Without limiting the generality of the foregoing, Mr. Jordan 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 supervision of all of AmeriNet's other officers; (3) Be responsible for AmeriNet's compliance with all applicable laws, including federal, state and local securities laws and tax laws; (4) Be responsible for supervision of AmeriNet's subsidiaries; and (5) 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. (c) Mr. Jordan covenants and agrees to perform his employment duties in good faith and, subject to the exceptions specified in Section 2.4, to devote substantially all of his business time, energies and abilities to the proper and efficient management and execution of such duties. 2.3 Status. 28 2.3 Status (a)Mr. Jordan shall serve as an employee of AmeriNet but shall have no authority to act as an agent thereof, or to bind AmeriNet or its subsidiaries as a principal or agent thereof, all such functions being reserved to its board of directors in compliance with the requirements of its constituent documents. (b)Mr. Jordan 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 its board of directors pursuant to a duly adopted resolution which remains in effect. (c)Mr. Jordan 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, Mr. Jordan 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. (d)Annexed hereto and made a part hereof as exhibit 2.3(d) is a letter from Sunshine Securities Corporation, an NASD member firm, consenting to Mr. Jordan's entry into this agreement. 2.4 Exclusivity. Mr. Jordan shall, unless specifically otherwise authorized by AmeriNet's board of directors, on a case by case basis, devote his business time exclusively to the affairs of AmeriNet; provided, however, that AmeriNet hereby recognizes that Mr. Jordan is: (a)A party to an agreement with the Southeast Companies, Inc., which has been assigned thereby to Yankees, calling for him to provide services thereto; (b)The president of Southeast Counseling & Management, a division of the Southeast Companies, Inc. (c)The president of Securities Counseling & Management, Inc., a Florida corporation; (d)An officer of Zagreus, Inc., a currently inactive public company in the process of reorganization; and (e)A registered representative and registered principal with Sunshine Securities Corporation; and hereby consents to his continuation in such roles, provided that his role as AmeriNet's president shall take priority in allocation of time and resources to any activities pertaining to such roles, and that he will resolve any actual conflicts of interest resulting from such roles in favor of AmeriNet. 29 2.5 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, Mr. Jordan 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 General Counsel; (2)Conduct any meetings with financial analysts without informing AmeriNet's General Counsel and board of directors in advance of the proposed meeting and the format or agenda of such meeting. (b)In any circumstances where Mr. Jordan is describing the securities of AmeriNet to a third party, Mr. Jordan 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 of 1933, as amended. (c)In rendering his services, Mr. Jordan shall not disclose to any third party any confidential non-public information furnished by AmeriNet or American Internet or otherwise obtained by it with respect to AmeriNet, except on a need to know basis, and in such case, subject to appropriate assurances that such information shall not be used, directly or indirectly, in any manner that would violate state or federal prohibitions on insider trading of AmeriNet's securities. (d)Mr. Jordan 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 to be in violation of applicable laws. Article Three Compensation 3.1 Compensation. As consideration for Mr. Jordan's services to AmeriNet Mr. Jordan shall be entitled to: (a) (1)An option to purchase up to 100,000 shares of AmeriNet's common stock during the 36 month period commencing at the end of the 365th day following commencement of the initial term of this Agreement, at an exercise price equal to the last reported price paid 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), provided that: 30 (a)He remains in the employ of AmeriNet for a period of not less than 365 consecutive days; (b)He has not been discharged by AmeriNet for cause; (c)He fully complies with the provisions of this Agreement, including, without limitation, the confidentiality and non-competition sections hereof; (2)Mr. Jordan hereby represents, warrants, covenants and acknowledges that: (A)The securities being issued as compensation under this Agreement (the "Securities") will be issued without registration under the provisions of Section 5 of the Securities Act or the securities regulatory laws and regulations of the State of Florida (the "Florida Act") pursuant to exemptions provided pursuant to Section 4(6) of the Act and comparable provisions of the Florida Act; (B)Mr. Jordan shall be responsible for preparing and filing any reports concerning this transaction with the Commission and with Florida Division of Securities, and payment of any required filing fees (none being expected); (C)All of the Securities will bear legends restricting their transfer, sale, conveyance or hypothecation unless such Securities are either registered under the provisions of Section 5 of the Act and under the Florida Act, or an opinion of legal counsel, in form and substance satisfactory to legal counsel to AmeriNet is provided to AmeriNet's General Counsel to the effect that such registration is not required as a result of applicable exemptions therefrom; (D)AmeriNet's transfer agent shall be instructed not to transfer any of the Securities unless the General Counsel for AmeriNet advises it that such transfer is in compliance with all applicable laws; (E)Mr. Jordan is acquiring the Securities for his own account, for investment purposes only, and not with a view to further sale or distribution; and (F)Mr. Jordan or his advisors have examined AmeriNet's books and records and questioned its officers and directors as to such matters involving AmeriNet as he deemed appropriate. (3)In the event that AmeriNet files a registration or notification statement with the Commission or any state securities regulatory authorities registering or qualifying any of its securities for sale or resale to the public as free trading securities, it will notify Mr. Jordan of such intent at least 15 business days prior to such filing, and shall, if requested by him, include any shares theretofore issued upon exercise of the Options in such registration or notification statement, provided that Mr. Jordan cooperates in a timely manner with any requirements for such registration or qualification by notification, including, without limitation, the obligation to provide complete and accurate information therefor. 31 (b)In addition to the compensation described above: (1)In the event that Mr. Jordan arranges or provides funding for the Consolidated Corporation on terms more beneficial than those reflected in the Consolidated Corporation's current principal financing agreements, copies of which are included among the Consolidated Corporation's records available through the SEC's EDGAR web site, Mr. Jordan shall be entitled, at its election, to either: (A)A fee equal to 5% of such savings, on a continuing basis; or (B)If equity funding is provided through Mr. Jordan or any affiliates thereof, a discount of 5% from the bid price for the subject equity securities, if they are issuable as free trading securities, or, a discount of 25% from the bid price for the subject equity securities, if they are issuable as restricted securities (as the term restricted is used for purposes of SEC Rule 144); and (C)If equity funding is arranged for the Consolidated Corporation by Mr. Jordan and AmeriNet is not obligated to pay any other source compensation in conjunction therewith, other than the normal commissions charged by broker dealers in securities in compliance with the compensation guidelines of the NASD, the Mr. Jordan shall be entitled to a bonus in a sum equal to 5% of the net proceeds of such funding. (2)In the event that Mr. Jordan generates business for the Consolidated Corporation, then, on any sales resulting therefrom, Mr. Jordan shall be entitled to a commission equal to 5% of the net income derived by the Consolidated Corporation therefrom, on a continuing basis. 3.2 Benefits Mr. Jordan shall be entitled to any benefits generally made available to all other employees (rather than to a specified employee or group of employees). 3.3 Indemnification. AmeriNet will defend, indemnify and hold Mr. Jordan harmless from all liabilities, suits, judgments, fines, penalties or disabilities, including expenses associated directly, therewith (e.g. legal fees, court costs, investigative costs, witness fees, etc.) resulting from any reasonable actions taken by him in good faith on behalf of the Consolidated Corporation, its affiliates or for other persons or entities at the request of the board of directors of AmeriNet, to the fullest extent legally permitted, and in conjunction therewith, shall assure that all required expenditures are made in a manner making it unnecessary for Mr. Jordan to incur any out of pocket expenses; provided, however, that Mr. Jordan permits AmeriNet to select and supervise all personnel involved in such defense and that Mr. Jordan waives any conflicts of interest that such personnel may have as a result of also representing AmeriNet, their stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. 32 Article Four Special Covenants 4.1 Confidentiality. (a)Mr. Jordan acknowledges that, in and as a result of his employment hereunder, he will be developing for AmeriNet, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as AmeriNet's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; consequently, as material inducement to the entry into this Agreement by AmeriNet, Mr. Jordan hereby covenants and agrees that he shall not, at anytime during or following the terms of his employment hereunder, 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 employment by AmeriNet, or AmeriNet's affiliates. (b)In the event of a breach or threatened breach by Mr. Jordan of any of the provisions of this Section 4.1, AmeriNet, in addition to and not in limitation of any other rights, remedies or damages available to AmeriNet, whether at law or in equity, shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by Mr. Jordan, or by Mr. Jordan's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him. 4.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to AmeriNet as a result of a breach by Mr. Jordan of the covenants or agreements contained in this Article Four, and in view of the lack of an adequate remedy at law to protect AmeriNet's interests, Mr. Jordan hereby covenants and agrees that AmeriNet shall have the following additional rights and remedies in the event of a breach hereof: (a)Mr. Jordan hereby consents to the issuance of a permanent injunction enjoining him from any violations of the covenants set forth in Section 4.1 hereof; and (b)Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which AmeriNet may sustain prior to the effective enforcement of such injunction, Mr. Jordan 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: (i)Any payment or compensation of any kind received by him because of such violation before the issuance of such injunction, or (ii)The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by AmeriNet as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to AmeriNet for any breach of the covenants and agreements contained in this Article Four, prior to the issuance of such injunction, the Parties recognizing that the only adequate remedy to protect AmeriNet from the injury caused by such breaches would be injunctive relief. 4.3 Cumulative Remedies. Mr. Jordan 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. 33 4.4 Acknowledgment of Reasonableness. Mr. Jordan 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, Mr. Jordan hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, Mr. Jordan hereby covenants and agrees that if so modified, the covenants contained in this Article Four shall be as fully enforceable as if they had been set forth herein directly by the Parties. In determining the nature of this limitation, Mr. Jordan hereby acknowledges, covenants and agrees that it is the intent of the Parties that a court adjudicating a dispute arising hereunder recognize that the Parties desire that this covenant not to compete be imposed and maintained to the greatest extent possible. 4.5 Unauthorized Acts. Mr. Jordan hereby covenants and agrees that he will not do any act or incur any obligation on behalf of AmeriNet or American Internet of any kind whatsoever, except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action. 4.6Covenant not to Disparage Mr. Jordan 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 Mr. Jordan: Michael Harris Jordan: 21131 Northeast 24th Court; Miami, Florida 33180; Telephone (305) 932-0245; Facsimile (305) 932-0645; e-mail mhjordan@bellsouth.net 34 To AmeriNet: AmeriNet Group.com, Inc. 902 Clint Moore Road, Suite 136; Boca Raton, Florida 33487 Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com; Attention: Senior Vice President; with a copy to G. Richard Chamberlin, Esquire; General Counsel AmeriNet Group.com, Inc. 14950 South Highway 441; Summerfield, Florida 34491 Telephone (352) 694-6714, Fax (352) 694-9178; and, e-mail, GrichardCh@aol.com; and to The Yankee Companies, Inc. 902 Clint Moore Road, Suite 136; Boca Raton, Florida 33487 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 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 general counsel, who has reviewed, approved and caused modifications on behalf of AmeriNet, from representing anyone other than AmeriNet in this transaction. 5.2 Amendment. (a)No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the Party against which the enforcement of said modification, waiver, amendment, discharge or change is sought. (b)This Agreement may not be modified without the consent of a majority in interest of AmeriNet's stockholders. 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. 35 5.6 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. 5.7 Litigation. (a)In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys' fees up to and including all negotiations, 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 AmeriNet and three by Mr. Jordan. (B)The mediation efforts shall be concluded within ten business days after their initiation unless the Parties unanimously agree to an extended mediation period; (2)In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Broward County, Florida to be selected by lot, from six alternatives to be provided, three by AmeriNet and three by Mr. Jordan. (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 Mr. Jordan without the prior written consent of AmeriNet. (b)Subject to the restrictions on transferability and assignment contained herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representative, estate, heirs and legatees. 36 5.9 Captions. The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. 5.10 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. 5.11 Further Assurances. The Parties hereby agree to do, execute, acknowledge and deliver or cause to be done, executed or acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, recipes, records and other documents, as may, from time to time, be required herein to effect the intent and purposes of this Agreement. 5.12 Status. Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, agency, or lessor-lessee relationship; but, rather, the relationship established hereby is that of employer-employee in AmeriNet. 5.13 Counterparts. (a) This Agreement may be executed in any number of counterparts. (b)Execution by exchange of facsimile transmission shall be deemed legally sufficient to bind the signatory; however, the Parties shall, for aesthetic purposes, prepare a fully executed original version of this Agreement, which shall be the document filed with the Securities and Exchange Commission. 5.14 License. (a)This Agreement is the property of Yankees and the use hereof by the Parties is authorized hereby solely for purposes of this transaction. (b)The use of this form of agreement or of any derivation thereof without Yankees' prior written permission is prohibited. (c)This Agreement shall not be more strictly interpreted against any Party as a result of its authorship. In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence Mr. Jordan - -------------------------- - -------------------------- --------------------------- Michael Harris Jordan Dated:August ___, 1999 AmeriNet Group.com, Inc. a Delaware corporation - -------------------------- __________________________ By: ___________________________ Anthony Q. Joffe Director Specifically authorized to act as the agent of AmeriNet for purposes of executing this Agreement (CORPORATE SEAL) Attest:________________________ G. Richard Chamberlin, Esquire General Counsel & Secretary Dated:August ___, 1999 37 EX-99.44 4 JORDAN OFFICER QUESTIONNAIRE Chamberlin Law Office, P.A. G. Richard Chamberlin, attorney* Florida & Georgia Bars only Ocala Office: 1941 Southeast 51st Terrace Ocala, Florida 34471 352-694-6714 (voice) 352-694-9178 (fax) Mail to: 1941 Southeast 51st Terrace Ocala, Florida 34471 DIRECTOR/OFFICER QUESTIONNAIRE (Please Print or Type Responses) TO: Michael H. Jordan FROM: Vanessa Lindsey DATE: August 2, 1999 SUBJECT: Due Diligence Disclosures for AmeriNet Group.com, Inc. Dear Mr. Jordan: Please provide us with the following information, as soon as possible. 1. Name: Michael H. Jordan 2. (a) Home Address: 21131 NE 24 CT Miami, Florida 33180 (b) Business Address: same as above 3. (a) Home Phone: 305-933-3183 (b) Business Phone: 305-932-0245 4. Age: 46 5. State positions and offices held or to be held with the juridical entity or entities disclosed above (each being hereinafter generically referred to as the "Juridical Entity"), and your term of office for each: * Sunshine Securities-Series #7 and 24 Zagreus, Inc. formerly Americare Health Group, Inc. as Secretary/Treasurer and Securities Counseling and Management, Inc. as President 6. State periods during which you have served in such position(s) and office(s): January 1996- Present Since Inception in 1992 7. Is there any arrangement or understanding between you and any other person pursuant to which you were or will be selected as a director or nominee? yes ____ no X (If "yes," briefly describe such arrangement or understanding, and name such person. Do not include arrangements with directors and officers acting solely in their capacities as such.) 38 8. State the nature of any family relationship ( by blood, marriage, or adoption, not more remote than first cousin) between yourself and any director, executive officer, or person nominated or chosen by the Juridical Entity to become a director or executive officer. Not Applicable 9. List all places of employment, their principal business, and your principal occupation(s) during the last five years, staring with your current positions and working back in time. Include all positions as an officer, director, partner, consultant or sole proprietor: Principal Dates Location Name of Business Principal Purpose Occupation See Number 5 10. State whether any of the businesses listed are parents, subsidiaries, or affiliates of the Juridical Entity. Not Applicable 11. State, in detail, the nature of responsibility undertaken by you in the prior positions listed above. (Answer should include specific principal duties which relate to the level of your professional competence.) 12. Have you ever held a directorship in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the reporting requirements of Section 15(d) of such Act, or of any company registered as an investment company under the Investment Company Act of 1940? yes ____ no X (if "yes" list all such companies below): 13. During the past five years, has a petition under the federal bankruptcy laws or under any state insolvency law been filed by or against you, or any partnership in which you were a general partner within two years before such filing, or any corporation or business association of which you were an executive officer within two years before such filing? yes ______ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: 14. During the past five years, has a receiver, fiscal agent, or similar officer been appointed by a court for your business or property, or any partnership in which you were a general partner within two years before such appointment, or any corporation or business association of which you were an executive officer within two years before such appointment? yes ____ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: 15. During the past five years, have you been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding minor traffic violations)? yes ____ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: 16. During the past five years, have you been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining you from, or otherwise limiting your involvement in, the following activities: (1) Acting as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, engaging in or continuing conduct or practice in connection with such activity? yes ______ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: (2) Engaging in any type of business practice? yes ______ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: (3) Engaging in any activity in connection with the purchase or sale of any security or in connection with any violation of federal or state securities laws? yes ______ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: 39 17. During the past five years, have you been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, on any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to act as an underwriter, investment adviser, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity? yes ______ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: 18. Have you ever been disbarred by any agency of the United States from contracting with the United States? yes ______ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: 19. Has it ever been the finding of any court of competent jurisdiction, the Commodity Futures Trading Commission or the Securities and Exchange Commission, or have you, by agreement or settlement with the foregoing, admitted or consented to without admitting or denying, to charges that you: (1) Have violated any provision(s) of the Commodity Exchange Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisors Act of 1940, the Securities Investors Act of 1970, the Foreign Corrupt Practices Act of 1977, or any similar statute of a state or foreign jurisdiction, or any rule or regulation under such statutes? yes ______ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: (2) Have aided, abetted, counseled, commanded, induced, or procured the violation by any other person of such statutes or rules or regulations? yes ______ no X. If yes, please provide specific details and, under separate cover, please provide copies of any pleadings, orders or judgments associated therewith: You should be aware that the Juridical Entity is currently preparing materials to be filed with the Securities and Exchange Commission in accordance with rules and regulations of the Securities and Exchange Commission. The information provided by you on this questionnaire may be used, in whole or in part, as needed to comply with these rules and regulations. Please also include with this completed questionnaire a current resume detailing your educational background (including schools or universities attended, dates of graduation and degrees received); and listing your work experience during the last five years (including name of firm, dates of employment, principal positions held and specific duties involved in those positions, and the nature of business and location of such firms). The answers and information which I have given above, including all supplemental information attached hereto on separate sheets, each of which I have signed, are true and accurate to the best of my knowledge. I have read and understand the foregoing and I consent to the use of all or part of the information provided in this questionnaire in the Registration Statement. I further certify that the attached resume is a complete and accurate account of my education, and work experience for the last five years, and that there are no material facts required to be included therein in order to make the information therein not misleading, which are not so included therein. Dated: August 2, 1999 /s/ Michael H. Jordan ------------------------------- Signature Please return this completed form to us at the address listed on the letterhead of this questionnaire! Very truly yours, /s/ Vanessa H. Lindsey Vanessa H. Lindsey 40 EX-99.45 5 CHARLES SCIMECA RESIGNATION Charles J. Scimeca 1748 Independence Blvd, Suite D-1 Sarasota. Florida 34234 July 28, 1999 Dear Board Members, Yankee Companies and Stockholders: Due to personal reasons I will be resigning as President, Chief Executive Officer and Director of AmeriNet Group.com, Inc. effective August 6, 1999. Sincerely, /s/ Charles J. Scimeca Charles J. Scimeca President, AmeriNet Group.com, Inc. 41 -----END PRIVACY-ENHANCED MESSAGE-----