-----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, MC58VcnfLnDMm1J9XS1IwSCdf3pqRTcXnhBY2EwhxKhH2IsLTi2wqB/hu/JpX2zn b5AnIfVBXmx0rOxrGtWUIQ== /in/edgar/work/20001102/0001079316-00-000019/0001079316-00-000019.txt : 20001106 0001079316-00-000019.hdr.sgml : 20001106 ACCESSION NUMBER: 0001079316-00-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001017 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERINET GROUP COM INC CENTRAL INDEX KEY: 0000050471 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 112050317 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-03718 FILM NUMBER: 751343 BUSINESS ADDRESS: STREET 1: CRYSTAL CORPORATE CNTR STREET 2: 2500 N MILITARY TRAIL - STE 225C CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619983435 MAIL ADDRESS: STREET 1: 2500 NORTH MILITARY TRAIL STREET 2: SUITE 225-C CITY: BOCA RATON STATE: FL ZIP: 33421 FORMER COMPANY: FORMER CONFORMED NAME: EQUITY GROWTH SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19951214 FORMER COMPANY: FORMER CONFORMED NAME: INFOTEC INC DATE OF NAME CHANGE: 19930506 8-K 1 0001.txt REPORT ON 8-K SEC 873 (5/99) Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. OMB APPROVAL OMB Number 3235-0060; expires: May 31, 2000. Estimated average burden, 5 hours per response. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 October 17, 2000 Date of Report (Date of earliest reported event) AMERINET GROUP.COM, INC. ------------------------ (Exact name of registrant as specified in its chapter) Delaware -------- (State or other jurisdiction of incorporation 000-03718 (Commission File Number) 11-2050317 ---------- (IRS Employer Identification No.) Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 (Address of principal executive offices) (Zip Code) (561) 998-3435 -------------- Registrant's telephone number, including area code (Not Applicable) (Former name or former address, if changed since last report) Page 1 CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS The Private Securities Litigate Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward-looking statements with respect to events, the occurrence of which involve risks and uncertainties. These forward-looking statements may be impacted, either positively or negatively, by various factors. Information concerning potential factors that could affect the Registrant is detailed from time to time in the Registrant's reports filed with the Commission. This report contains "forward looking statements" relating to the Registrant's current expectations and beliefs. These include statements concerning operations, performance, financial condition and anticipated growth. For this purpose, any statements contained in this Annual Report and Form 10-KSB that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "will", "expect", "believe", "anticipate", "intend", "could", "estimate", or "continue", or the negative or other variation thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties which are beyond the Registrant's control. Should one or more of these risks or uncertainties materialize or should the Registrant's underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward looking statements. CONTEXT The information in this report is qualified in its entirety by reference to the entire report; consequently, this report must be read in its entirety. This is especially important in light of material subsequent events disclosed. Information may not be considered or quoted out of context or without referencing other information contained in this report necessary to make the information considered, not misleading. INFORMATION INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS. AmeriNet Communications, Inc. Acquisition Related Information On May 11, 2000, our company completed the acquisition of all of the capital stock (being 111 shares of common stock, $0.01 par value) of Lorilei Communications, Inc., a Florida corporation ("Lorilei"). It was acquired by our company in a reorganization designed to comply with Section 4(2) of the Securities Act, Section 517.061(11) of the Florida Securities and Investor Protection Act and Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"). Lorilei's capital stock was acquired by our company in exchange for 572,519 shares of our company's common stock, $0.01 par value per share, issued in reliance on the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereof. Initially, our company agreed to issue up to 907,896 additional shares of its common stock to former stockholders of Lorilei who were to remain as its principal employees and executive officers based on Lorilei's performance during the period ending on June 30, 2003, however, both such persons resigned from Lorilei on August 1, 2000, making such thresholds inapplicable. On September 12, 2000, in order to assure that our company's continuing investments in Lorilei were not subjected to claims based on undisclosed liabilities and to clarify unequivocally that the performance based shares and incentive stock options originally allocated to Mr. and Mrs. Cunningham were no longer applicable, our company organized a new Florida subsidiary, AmeriNet Communications, Inc. ("AmeriCom"), and assigned it some of Lorilei's assets, all of its personnel and most of its operations, including the fictitious names "The Firm Multimedia" and "Ocala News Tonight." Record title to certain of the assets will remain in Lorilei, however, such assets will be held by Lorilei as trustee for AmeriCom. AmeriCom agreed, in consideration for the assignment of Lorilei's assets, to make the mortgage, equipment lease and financing payments disclosed in exhibits to the acquisition agreement as well as to repay funds loaned to Lorilei by our company. AmeriCom intends to refinance such liabilities at such time as its operating results, as reflected in its financial statements, justify the required loans, on competitive terms, from one or more financial institutions. Page 2 Yankees has loaned our company $251,000 which it loaned to Lorilei prior to the assignment of its assets and operations to AmeriCom. The obligation to repay the funds advanced by our company to Lorilei were assumed by AmeriCom as part of the consideration for Lorilei's assets and operations. Lorilei's assets included improved real estate held in fee simple, television and video production equipment, computers and other office equipment, leased facilities and equipment and other physical property currently used in conjunction with its business. The assets are currently encumbered by liens securing $349,651 in indebtedness. A copy of the asset purchase agreement between Lorilei and AmeriCom is filed as an exhibit to this report, , as permitted by Commission Rule 12b-23 (see Item 7, Financial Statements and Exhibits). ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Designation Page of Exhibit Number as Set Forth or Source of in Item 601 of Incorporation Regulation S-B By Reference Description (10) Material Contracts (i) Material agreements pertaining to the Registrant .59 4 Asset Purchase Agreement between Lorilei and AmeriCom, dated October 17, 2000. .60 Employment Agreement between AmeriCom and Marnie A. Vaughn. .61 Promissory Note between Lorilei and AmeriNet, dated October 12, 2000. Signatures 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 Dated: November 1, 2000 /s/ Lawrence R. Van Etten Lawrence R. Van Etten President Page 3 EX-10.59 2 0002.txt ASSET PURCHASE AGREEMENT Asset Purchase Agreement THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into by and among AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended ("AmeriNet" and the "Exchange Act," respectively); Lorilei Communications, Inc., a Florida corporation and wholly owned subsidiary of AmeriNet ("Lorilei"); and, AmeriNet Communications, Inc., a Florida corporation and wholly owned subsidiary of AmeriNet ("AmeriCom"), AmeriNet, Lorilei and AmeriCom being sometimes hereinafter collectively referred to as the "Parties" or generically as a "Party"). Preamble: WHEREAS, in light of the resignation of Gerald R. Cunningham and his spouse, Leigh A. Cunningham ("Mr. and Mrs. Cunningham") as officers and directors of Lorilei, in violation of their obligations under their employment agreements with Lorilei and the reorganization agreement between them and AmeriNet, AmeriNet believes that it would be imprudent to continue to loan operating and other funds required by Lorilei; and WHEREAS, without continuing capital infusions Lorilei will not be able to continue its operations, will be unable to make payments required to maintain ownership of its current assets and may be subjected to material litigation due to its inability to meet contractual obligations; and WHEREAS, AmeriNet has caused the organization of AmeriCom to engage in business activities similar to those heretofore engaged in by Lorilei and is willing to provide AmeriCom with limited operating loans in order to permit it to acquire Lorilei's assets and certain of its existing operations, in consideration for assumption of specified liabilities of Lorilei associated with such assets and operations; and WHEREAS, the boards of directors of AmeriNet, Lorilei and AmeriCom have all recommended that Lorilei sell all of its assets and specified operations to AmeriCom in order to limit its exposure to litigation that would otherwise be expected to occur and AmeriNet, as the sole stockholder of Lorilei and AmeriCom, has approved such transaction: NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: ARTICLE ONE DEFINITIONS & RULES OF CONSTRUCTION 1.1 Definitions As used in this Agreement, the following words, terms and phrases shall have the meanings ascribed to them below: (A) "Agreement" shall mean this asset purchase agreement. (B) "Assets" shall mean all of the right, title and interest that Lorilei possesses and has the right to transfer in and to all of the following described properties, assets and rights used or useful in connection with the Business as the same shall exist on the Closing Date: 4 (1) all of the right, title and interest of Lorilei in and to all real estate, furniture, fixtures and equipment, whether record, beneficial or inchoate; (2) the Inventory; (3) all intangible assets and accounts receivable used in or relating to the Business, wheresoever situated and whether or not specifically referred to herein or in any instrument of conveyance delivered pursuant to this Agreement, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or referred to in any of the books or financial statements of Lorilei; (4) all of Lorilei's rights and interests in, to and under the Dependent Service Agreements, Material Contracts and Purchase Orders; (5) the Books and Records; (6) all of Lorilei's telephone numbers, web pages and e-mail addresses; (7) all prototypes, design models and samples which specifically relate to the products or services of the Business; and (8) all goodwill associated with the Business. (C) "Assumed Liabilities" shall mean the specific obligations of Lorilei, as and to the extent disclosed in exhibit 1.1(C) annexed hereto and made a part hereof. (D) "Books and Records" shall mean all books, records, bank statements, budgets, financial statements, correspondence, computer programs, software developments, trade secrets, customer lists, supplier lists, site plans, surveys, plans and specifications, marketing materials, floor plans, tax assessment records, billing and collection records, engineering plans and specifications, as-built drawings, development plans and all other intangible personal property rights of Lorilei. (E) "Business" shall mean all of Lorilei's business, investment and operations, other than those specifically excluded in exhibit 1.1(E) annexed hereto and made a part hereof. (F) "Close" or "Closing" shall mean the consummation of the transactions contemplated by this Agreement. (G) "Closing Date" shall mean the date established for such purpose in the manner set forth in Section 2(D). (H) "Code" shall mean the Internal Revenue Code of 1986, as amended. (I) "Contracts" shall mean all contracts, agreements, understandings, indentures, notes, bonds, loans, instruments, leases, subleases, mortgages, franchises, licenses, commitments or binding arrangements, express or implied, oral or written, whether or not enforceable. (J) "Damages" as used herein, shall include any claims, actions, demands, losses, costs, expenses, liabilities (joint or several), penalties and damages, including counsel fees and expenses incurred in investigating or in attempting to avoid the same or oppose the imposition thereof (all of which shall be net of the proceeds of insurance, if any). (K) "Disputed Item(s)" shall mean any disputes that are not resolved by reference to specific provisions of this Agreement, without recourse to this Agreement's dispute resolution procedures. 5 (L) "Dependent Service Agreements" shall mean the Contracts, alliances or joint ventures entered into by Lorilei with third parties for the generation of business for Lorilei or the provision of services, supplies, equipment, media placement, personnel or access to facilities, equipment or time, for the benefit or use of Lorilei's clients or customers. (M) "Employee Benefit Plan" shall mean any: (1) Non-qualified deferred compensation or retirement plan or arrangement which is an Employee Pension Benefit Plan; (2) Qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan; (3) Qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan including any Multi-employer Plan as defined in ERISA Section 3(37)); or (4) Employee Welfare Benefit Plan. (N) "Employee Pension Benefit Plan" shall have the meaning set forth in ERISA Section 3(2). (O "Employee Welfare Benefit Plan" shall have the meaning set forth in ERISA Section 3(1). (P) (1)"Encumbrance" shall mean any title defect, mortgage, assignment, pledge, hypothecation, security interest, title or retention agreement, levy, execution, seizure, attachment, garnishment, deemed trust, lien, easement, option, right or claim of others, or charge or encumbrance of any kind whatsoever. (2)"Permitted Encumbrance" shall mean those specific Encumbrances detailed in exhibit 1.1(P)(2) annexed hereto and made a part hereof, but only to the extent, including duration, amounts and nature specified therein. (Q) "Excluded Liabilities" shall mean all of Lorilei's liabilities other than the Assumed Liabilities. (R) "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended. (S) "Indemnities" shall mean AmeriNet, AmeriCom and their members, officers, directors, managers, employees and agents. (T) "Inventory"shall mean such of Lorilei's products, including raw materials, work in progress, finalized products, subassemblies and spare parts used to produce, generate, develop or manufacture products of the Business, services provided through the Business or assemble network systems. (U) "Knowledge" shall mean actual knowledge after reasonable investigation. (V) "Material" shall mean when used with reference to Damages, losses and expenses, those Damages, losses and expenses which would, either alone or together with all other matters qualified by such term, have led a prudent person to re-evaluate the desirability of engaging in the course of conduct, investment or decision involved. (W) "Material Contracts" shall mean those Contracts entered into by Lorilei and listed on exhibit 1.1(W) annexed hereto and made a part hereof. (X) "Permits and Licenses" shall mean all government permits, licenses, authorizations, certificates of occupancy and approvals which are possessed by Lorilei and used in the operation of the Business. 6 (Y) "Purchase Orders" shall mean all firm orders from customers for the purchase of goods or services from Lorilei which relate to the Business, some of which are listed on 1.1(Y) annexed hereto and made a part hereof. (Z) "Real Property" shall mean all real property owned by Lorilei, including, without limitation, the improved real property more particularly described in exhibit 1.1(Z) annexed hereto and made a part hereof. (AA) "Purchase Price" shall have the meaning set forth in Section 2.1(C). (AB) "Purchase Price Adjustment" shall have the meaning set forth in Section 3.4 below. (AC) "Tax" shall mean any federal, state, local or foreign income, gross receipt, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including any tax under Code Section 59A), custom duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not. (AD) "Tax Return" shall mean any return, declaration, report, claim for refund, information return or statement relating to taxes, including any schedule or attachment thereto, and including any amendment thereof. 1.2 Rules of Construction (A) When a reference is made in this Agreement to schedules or exhibits, such reference will be to a schedule or exhibit to this Agreement unless otherwise indicated. (B) The words "include," "includes" and "including" when used herein will be deemed in each case to be followed by the words "without limitation." (C) The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. (D) The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof. (E) All pronouns and any variations thereof will be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require. (F) The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Parties drafting such agreement or document. 7 Article Two Operative Provisions 2.1 Purchase & Sale (A) Purchase and Sale of Assets: Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and agreements contained herein, on the Closing Date, Lorilei shall sell, convey, assign, transfer and deliver or cause to be sold, conveyed, assigned, transferred and delivered to AmeriCom, and AmeriCom shall purchase and acquire from Lorilei, the Assets existing as of the Closing Date free and clear of any Encumbrance other than the Permitted Encumbrances, in consideration for AmeriCom's assumption of the Assumed Liabilities. (B) Assumption of Assumed Liabilities: (1) On and subject to the terms and conditions of this Agreement, AmeriCom agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. (2) AmeriCom will not assume or have any responsibility with respect to any Excluded Liabilities, and Lorilei shall retain all liability with respect to the Excluded Liabilities, some of which are included in the schedule annexed hereto and made a part hereof as exhibit 2.1(B)(2). (C) Purchase Price: The sole Purchase Price to be paid by AmeriCom under this Agreement to Lorilei is AmeriCom's agreement to assume the Assumed Liabilities (the "Purchase Price"). (D) Closing: The Closing on this Agreement shall take place at the offices of AmeriNet on the first business day following execution of this Agreement selected for such purposes by AmeriNet, at such time as shall be established therefor by AmeriNet. (E) Allocation: The Parties agree to allocate the Purchase Price and the Assumed Liabilities among the Assets for all purposes (including financial accounting and tax purposes) in accordance with the allocation set forth on Schedule 2.1(E) annexed hereto and made a part hereof, and shall make all necessary filings (including those required under Code Section 1060) in accordance with that allocation. (F) Non-Assignable Assets.: (1) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an agreement or an attempted agreement to transfer, sublease or assign any contract, license, lease, commitment, sales or Work Order or any other agreement or any claim, right or benefit arising thereunder or resulting therefrom if any such attempted transfer, sublease or assignment without the consent of any other party thereto would constitute a breach thereof or would in any way adversely affect the rights of AmeriCom thereunder. (2) Lorilei shall, between the date hereof and the Closing Date (and, if requested by AmeriCom, after the Closing Date), use its commercially reasonable best efforts to obtain the consent of any party or parties to any such contracts, licenses, leases, commitments, sales orders, purchase orders or other agreements to the transfer, sublease or assignment thereof by Lorilei to AmeriCom or AmeriCom's designees hereunder in all cases in which such consent is required. 8 (3) If any such consent is not obtained, or if an attempted assignment would be ineffective or would affect the rights of Lorilei thereunder such that AmeriCom would not in fact receive all such rights, Lorilei shall perform such agreement for the account of AmeriCom or otherwise cooperate with AmeriCom in any arrangement necessary or desirable to provide for AmeriCom or its designees the benefits of any such agreement, including without limitation, holding assets as trustee for AmeriCom, enforcement for the benefit of AmeriCom of any and all rights of Lorilei against the other party thereto arising out of the breach, termination or cancellation of such agreement by such other party or otherwise. (4) Notwithstanding any of the provisions of this Section 2(F) nothing herein shall be deemed to: (a) Waive or excuse any obligation on the part of Lorilei, or any condition for the benefit of AmeriCom, to obtain any necessary consents of any person or entity to the assignment to AmeriCom of any of the Assets or any contract, license, lease, commitment, order or other agreement required to be assigned hereunder; or (b) Relieve Lorilei ofits obligation to transfer record ownership of any of the Assets that it holds as trustee for AmeriCom as a result of the unavailability to obtain required consents, immediately following the termination of such impediment. 2.2 Special Indemnity Provisions (A) Indemnity Obligations of Lorilei: Lorilei hereby agrees to indemnify and hold the Indemnities harmless at all times from and after the Closing Date against and in respect of any Damages resulting to any of the Indemnities from: (1) any misrepresentation or breach of warranty made by Lorilei in or under this Agreement or any agreement executed in connection therewith; (2) breach or default in the performance by Lorilei of any of the covenants to be performed by Lorilei under this Agreement or any agreement executed in connection therewith; (3) any debts, liabilities or obligations of Lorilei, whether accrued, absolute, contingent, or otherwise, due to become due, except for the Assumed Liabilities; (4) any claim affecting the Assets or any liability, other than the Assumed Liabilities, or expense which is allowable against or incurred by AmeriCom because of Lorilei's non-compliance with any and all applicable Bulk Sales Laws; and (5) the continued operations of Lorilei after the Closing Date. (B) Indemnity Obligations of AmeriCom: (1) AmeriCom agrees to defend, indemnify, and hold harmless Lorilei and its officers, directors, employees and agents, and their representatives, heirs, successors and assigns (collectively, the "Lorilei Indemnities") from, against and in respect of any and all loss, liability and expense, including, without limitation, reasonable attorneys' fees and expenses and settlement costs (all of which shall be net of the proceeds of insurance, if any) ("Lorilei's Damages") resulting from: 9 (a) any misrepresentation or breach of warranty or nonfulfillment of any obligation by AmeriCom under this Agreement or from an misrepresentation in or omission from any other instrument furnished or to be furnished to Lorilei pursuant to this Agreement; (b) AmeriCom's failure to discharge the Assumed Liabilities. (C) Indemnification Procedure: (1) The Parties agree that promptly upon receipt of notice of any demand, assertion, claim, action or proceeding, judicial or otherwise with respect to any matter as to which one or more Parties have agreed to indemnify one or more other Parties under the provisions of this Agreement, the Parties receiving the notice will give prompt notice thereof in writing to the other Parties, together with the statement of such information respecting such demand, assertion, claim, action or proceeding as the receiving Party shall then have; provided, however, that the Parties obligated to indemnify shall not be relieved of liability hereunder for failure by the receiving Parties to give prompt written notice, unless the Parties responsible for indemnification are prejudiced by such failure, in which case they shall not be liable for any indemnity under this Agreement to the extent so prejudiced. (2) If the Parties responsible for indemnification acknowledge full liability under this Agreement, they shall have the right to contest and defend by all appropriate legal or other proceedings any demand, assertion, claim, action or proceeding with respect to which they have been called upon to indemnify the Parties entitled to indemnification under the provisions of this Agreement; provided, that: (a) notice of intention to contest shall be delivered to the Parties entitled to indemnification within twenty (20) calendar days from the receipt by the Parties responsible for indemnification of notice of the assertion of such demand, assertion, claim, action or proceeding; (b) the Parties responsible for indemnification will pay all costs and expenses of such contest, including all attorneys' and accountants' fees, and the cost of any bond required by law to be posted in connection with such contest; (c) such contest shall be conducted by reputable attorneys employed by the Parties responsible for indemnification (with the reasonable approval of the Parties being indemnified) at the Parties responsible for indemnification's sole cost and expense, but the Parties entitled to indemnification shall have the right to participate in such proceedings and to be represented by attorneys of their own choice, at their own cost and expense; (d) if after such opportunity, the Parties responsible for indemnification do not elect to assume the defense in any such proceedings, they shall be bound by the results obtained by the Parties entitled to indemnification, including without limitation any out-of-court settlement or compromise. (3) The Parties responsible for indemnification will not settle any claim without the prior written consent of the Parties entitled to indemnification, unless the settlement contains a complete and unconditional release of the Parties entitled to indemnification, and the settlement does not involve the imposition of any non-monetary relief on the Parties entitled to indemnification. 10 ARTICLE THREE REPRESENTATIONS AND WARRANTIES 3.1 Lorilei Lorilei hereby represents and warrants to AmeriCom as a material inducement to its entry into this Agreement, based on information provided by Mr. & Mrs. Cunningham to Lorilei's current management, that: (A) Organization: Lorilei is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, is qualified to do business as a foreign corporation in the states listed and has the subsidiaries specifically listed in exhibit 3.1(A). (B) Authority: (1) Generally: (a) Lorilei has the full right, power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform Lorilei's obligations hereunder, and to carry out the transactions contemplated in this Agreement, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally. Without limiting the generality of the foregoing, Lorilei's Board of Directors and Lorilei's shareholders have taken all corporate action necessary to authorize, and have duly authorized the execution, delivery, and performance of this Agreement by Lorilei. (b) The Agreement constitutes the valid and legally binding obligation of Lorilei, enforceable in accordance with its terms and conditions. (2) Non-contravention: Except as otherwise disclosed on Schedule 3.1(B)(2), annexed hereto and made a part hereof, neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to above), will: (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Lorilei is subject or any provision of Lorilei's Articles of Incorporation or By-laws, or (b) conflict with, result in a breach or constitute a default under, result in the acceleration of, result in the creation of any Encumbrance upon the Assets, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, authorization, consent, approval, exemption or other action under any of the Contracts or to which any of the Assets are subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, would not have a Material adverse effect on the financial condition of AmeriCom taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the transfer of the Assets to AmeriCom is not subject to any Bulk Sales Laws. 11 (3) Compliance with Laws: The Business has been conducted in compliance with all applicable laws and regulations of foreign, federal, state and local governmental authorities. Lorilei holds, and is in compliance in all material respects with, all licenses, permits, and authorizations necessary for the conduct of Lorilei's business pursuant to applicable statutes, laws, ordinances, rules, regulations, codes, or any law of any governmental body, agency, commission, or unit to which Lorilei and/or the Business or Assets may be subject, the failure of which would have a Material adverse effect on the Business and such licenses, permits and authorizations which are transferable to AmeriCom, and are so transferred, will be in full force and effect following the Closing. Lorilei has not received any notice of any alleged violation of any such statute, order, rule, regulation or requirement in connection with the operation of the Business or the Assets. (C) Litigation: (1) There are no actions, suits or proceedings pending, or, to Lorilei's Knowledge, threatened or anticipated before any court or governmental or administrative body or agency affecting the Business or the Assets, except as set forth on 3.1(C)(1), annexed hereto and made a part hereof. (2) Lorilei is not presently subject to any injunction, order or other decree of any court of competent jurisdiction which affects the Business or the Assets. (D) Governmental Approvals: Except for: (1) necessary corporate action, and (2) consents required with respect to the assignment to AmeriCom of the Material Contracts and Dependent Service Agreements and certain Assumed Liabilities disclosed on Schedule 3.1(D), no order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by any governmental agency, commission, board or public authority, or any other person is required to authorize, or is required in connection with, the execution, delivery or performance by Lorilei of this Agreement, or any other agreement or instrument to be executed or delivered by Lorilei herewith. (E) Books and Records: Lorilei's Books and Records (including customer order files, employment records and production and manufacturing records) for the Business are complete, true and correct in all material respects. (F) Accuracy of Representations and Warranties: (1) All of Lorilei's warranties and representations as herein above stated shall be true on the Closing Date and the same shall survive the Closing and be deemed incorporated, whether explicitly stated therein or not, into all documents or other instruments delivered by Lorilei to AmeriCom at the Closing. (2) No representation, warranty, or statement of Lorilei omits or will omit to state any Material fact necessary to make such representation, warranty, or statement in this Agreement accurate and not misleading in any material respect. 12 (3) The copies of all instruments, agreements, or other documents and written information relating to the Business or the Assets delivered to AmeriCom by Lorilei or Lorilei's representatives pursuant to or in connection with this Agreement are or shall be complete and correct in all material respects as of the date of this Agreement and as of the Closing Date, subject to changes made in the ordinary course of business. (G) Tax Reports, Returns and Payments: Except as set forth on Schedule 3.1(G), there are no security interests on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and Lorilei has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee employed by the Business, independent contractor, creditor, or other third party with respect to the Business. (H) Material Contracts and Other Commitments: (1) Dependent Service Agreements, Material Contracts and Purchase Orders (a) Composite exhibit 3.1(H)(1)(a) sets forth a complete and correct list of all of the Dependent Service Agreements, Material Contracts and Purchase Orders (true and correct copies of each have been delivered to AmeriCom). (b) Except as set forth in exhibit 3.1(H)(1)(b), Lorilei has not received notice from any person who is a party to any Dependent Service Agreement, Material Contract or Work Order, and Lorilei has no reason to believe, that Lorilei is in default of any of the terms, conditions or provisions of any Dependent Service Agreement, Material Contract or Work Order and Lorilei has not received notice from any party thereto with respect to the same. (c) Each such Dependent Service Agreement, Material Contract or Work Order is valid, binding and enforceable in accordance with its terms, and no condition exists that (with the passage of time, the giving notice, or both) would lead to a default with respect to, or permit any party thereto to terminate, accelerate or amend any such agreement, and Lorilei has performed in all Material respects all of its obligations under each Dependent Service Agreement, Material Contract or Work Order in accordance with its terms. (d) Except as disclosed on Schedule 3.1(H)(1)(d), the Material Contracts, Purchase Orders and Dependent Service Agreements are all of Lorilei's Contracts relating to the Business which to the best of Lorilei's knowledge, are necessary for the operation of the Business as presently conducted by Lorilei. (2) Assignability of Material Contracts: Except as set forth in exhibit 3.1(H)(2) annexed hereto and made a part hereof, the consent or approval of the other contracting party to any Dependent Service Agreement, Material Contract or Work Order is not required for the transfer of the Assets to AmeriCom and the consummation of the transactions contemplated herein. (3) Product Warranties: Except as set forth in Schedule 3.1(H)(3): 13 (a) There has not occurred any event that may give rise to liability on the part of Lorilei in respect of any claim that any of the products produced or sold on the part of Lorilei in connection with the Business: 1. is not or was not at the time of such occurrence in compliance in all material respects with all applicable federal, state, local and foreign laws and regulations or 2. is not or was not at the time of such occurrence fit for use, and does not or did not conform in all material respects to any promises or affirmations of fact made on the container or labels for such product or in connection with its sale. (b) There has not occurred any event that may give rise to liability on the part of AmeriCom based on any claim that there is or was at the time of such occurrence any design defect with respect to any of such products or that any of such products fails or failed to contain adequate warning, presented in a reasonably prominent manner, in accordance with applicable laws and current industry practice with respect to its contents and use, or that any such product fails to meet contract specifications. (I) Title to Assets: (1) Assets. Lorilei has good and marketable title to all of the Assets, free and clear of all Encumbrances, except for the Assumed Liabilities and the Permitted Encumbrances. (2) Governmental Code Violations. Lorilei has not received any notices from any city, village or other governmental authority and Lorilei has no Knowledge of the basis of, any zoning, building, fire or health code violations in respect to the Real Property that have not been heretofore corrected. (J) Employment Matters: (1) Payroll. Schedule 3.1(J)(1) attached hereto correctly sets forth the total gross payroll for the persons listed thereon for the period ended immediately before Closing, together with the amount of bonuses, pension and profit sharing contributions and other compensation of any nature to be paid to any such persons pursuant to agreement, custom or present understanding. (2) Employee Benefits. (a) Schedule 3.1(J)(2)(a) attached hereto lists each Employee Benefit Plan that Lorilei maintains or to which Lorilei contributes for persons employed in the Business. (b) Lorilei does not maintain, contribute to or participate in, and has never maintained, contributed to or participated in any Multi-employer Plan as defined in ERISA Section 3.1(37). (3) Employees Not Covered By Collective Bargaining Agreements. 14 (a) None of the employees who work in Lorilei's Business are subject to any collective bargaining or union agreement. (b) There is no existing representation question respecting any employees of Lorilei who work in the Business, nor to Lorilei's Knowledge are there any organizational efforts with respect to any employees of Lorilei who work in the Business. (K) Environmental: (1) There has not been, as of the date hereof, any "release" (as defined in 42 U.S.C.ss.9601(22)) or threat of a "release" of any hazardous substances" (as defined in 42 U.S.C.ss.9602(14) or on or about any of the Real Property. (2) Lorilei has not by contract, agreement, or otherwise arranged for the disposal or treatment, or arranged with a transporter for transport for disposal or treatment, of hazardous substances at any "facility" (as defined in 42 U.S.C. ss. 9601(9)) owned or operated by another person or entity. (3) The Real Property being conveyed by Lorilei and the use of such real property are in compliance with and Lorilei is in compliance with all applicable laws, statutes, ordinances, rules and regulations of any governmental or quasi-governmental authority (federal, state or local) relating to environmental protection, underground storage tanks, toxic waste, hazardous waste, oil or hazardous substance handling, treatment, storage, disposal or transportation, or arranging therefor, respecting any products or materials previously or now located, delivered to or in transit to or from the Real Property, including without limitation the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, and the Superfund Amendments and Re- authorization Act of 1986. (4) All of Lorilei's past disposal practices relating to hazardous substances and hazardous wastes have been accomplished in accordance with all applicable laws, rules, regulations and ordinances. (5) Lorilei has not been notified of nor is there any basis for any potential liability of Lorilei with respect to the clean-up of any waste disposal site or facility, and has not obtained any information to the effect that any site at which it has disposed of hazardous substances or oil has been or is under investigation by any local, state or federal governmental body, authority or agency. (L) Advertising: Neither any advertising by Lorilei nor any promotional material used by Lorilei at any time has contained any material untrue or misleading statements or claims with respect to the products or services of the Business. (M) Broker's Fees: Lorilei has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which AmeriCom could become liable or obligated. (N) Real Property: (1) Except for the Permitted Encumbrances, Lorilei has good and marketable title and owns outright, free and clear of all Encumbrances, each improvement, fixture or item of equipment located in or on the Real Property; to the Knowledge of Lorilei, the presence of each improvement, fixture, or piece of equipment on the Real Property does not violate any law, including without limitation any zoning, building, safety, health or other law, and the Real Property is zoned for the purposes for which such premises are currently being used 15 (2) The Real Property has not been condemned or otherwise taken by public authority and to Lorilei's Knowledge no condemnation or taking is threatened or contemplated. (O) Patents, Trademarks, Trade Names, Trade Secrets, Etc.: (1) Except for the patents, trademarks (registered or unregistered), service marks (registered or unregistered), trade names, assumed names and copyrights identified on Schedule 3.1(O), Lorilei does not own or use in connection with the Business: (a) any patents, trademarks (registered or unregistered), trade names, assumed names and copyrights, nor has it on file any applications therefor, (b) any licenses, permissions and other agreements relating to intellectual property used in the Business; or (c) any agreements relating to technology, know-how or processes used in or necessary for the conduct of the Business. (2) Lorilei has the sole and exclusive right, free from any liens, mortgages, security interests, charges or encumbrances, to use the trade names, assumed names, technology, copyrights (other than copyrights licensed under the Dependent Service Agreements and any other non-exclusive software licenses held by Lorilei), know-how and processes and all trade secrets required for or incident to the conduct of the Business where currently conducted, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. (3) No claims have been asserted by any person with respect to the ownership, validity, enforceability or use of any or of any confusingly similar or delusive trade names, assumed names, copyrights, applications therefor, technology, know-how, processes or trade secret or challenging or questioning the validity or effectiveness of any such license, permission or agreement and, to the Knowledge of Lorilei, there is no valid basis for any such claim, and the use or other exploitation of such trade names, assumed names, copyrights, applications therefor, technology, know-how, processes and trade secrets by Lorilei, to the Knowledge of Lorilei, does not infringe on or dilute the rights of any person; and, to the Knowledge of Lorilei, no other person is infringing the rights of Lorilei with respect to such trade names, assumed names, copyrights, applications therefor, technology, know-how, processes or trade secrets. 3.2 AmeriCom AmeriCom hereby represents and warrants to Lorilei as a material inducement to Lorilei's entry into this Agreement, that: (A) Organization: AmeriCom is a Florida corporation, validly existing and in good standing under the laws of the State of Florida. 16 (B) Authority: (1) Authority Generally. (a) AmeriCom has the full right, power and authority to execute and deliver this Agreement and to perform AmeriCom's obligations hereunder. (b) Without limiting the generality of the foregoing, AmeriCom's board of directors has duly authorized the execution, delivery, and performance of this Agreement by AmeriCom. (c) The Agreement constitutes the valid and legally binding obligation of AmeriCom, enforceable in accordance with its terms and conditions, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally. (2) Non-contravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the assignments and assumptions referred to in Section 3 above), will: (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which AmeriCom is subject or any provision of AmeriCom's Articles of Incorporation or Bylaws, or (b) conflict with, result in a breach or constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which AmeriCom is a party or by which it is bound or to which any of its assets is subject, except where the violation, conflict, breach, default, acceleration, termination, modification, cancellation, or failure to give notice, would not have a Material adverse effect on the financial condition of AmeriCom taken as a whole or on the ability of the Parties to consummate the transactions contemplated by this Agreement. (C) Litigation & Adverse Conditions: There are no actions, suits or proceedings pending, or to AmeriCom's Knowledge, threatened or anticipated before any court or governmental or administrative body or agency affecting AmeriCom, AmeriCom's property, or AmeriCom's ability to consummate the transaction contemplated by this Agreement. (D) Broker's Fees: AmeriCom has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Lorilei could become liable or obligated. (E) Accuracy of Representations or Warranties: (1) All of AmeriCom's warranties and representations as herein above stated shall be true on the Closing Date and the same shall survive the Closing and be deemed incorporated, whether explicitly stated therein or not, into all documents or other instruments delivered by AmeriCom to Lorilei at the Closing. 17 (2) No representation, warranty, or statement of AmeriCom omits or will omit to state any material fact necessary to make such representation, warranty, or statement in this Agreement accurate and not misleading in any material respect. ARTICLE FOUR COVENANTS The Parties agree as follows with respect to the period after the Closing: (A) Mail and Remittances: (1) After the Closing, all mail addressed to Lorilei and AmeriCom relating to their respective businesses shall be delivered promptly by each Party to the other Party; provided, however, that AmeriCom is hereby authorized to open all mail addressed to Lorilei and Lorilei personnel, determine whether or not it pertains to the subject matter of this Agreement, and if so, retain such mail and respond as the successor in interest to Lorilei's Business. (2) Payments received by AmeriCom on accounts receivable of Lorilei shall be retained by AmeriCom, which is hereby authorized on behalf of Lorilei to endorse any negotiable instruments and deposit them, together with any cash received, in AmeriCom's financial accounts. (B) Closing Date Employment Costs: (1) AmeriCom shall be responsible for all expenses and amounts payable with respect to employees employed or leased by AmeriCom with respect to the Business accrued or earned on and after the Closing Date. (2) Notwithstanding anything in this Agreement to the contrary, AmeriCom shall have no liability for any employment costs, bonuses expenses, benefits, reimbursements or liabilities whatsoever pertaining attributable to Mr. or Mrs. Cunningham, nor shall Mr. or Mrs. Cunningham be entitled to credit for any of the performance of the Business following the Closing. (C) Joint Press Release: AmeriNet, Lorilei and AmeriCom shall agree upon the form and substance of : (1) a joint press release or other public announcement of this Agreement and the transactions contemplated hereby; (2) other matters including, but not limited to, form letters to customers, related to this Agreement or any of the transactions contemplated hereby which shall be released on or after the Closing; provided, however, that nothing in this Agreement shall be deemed to prohibit any Party from making any disclosure which its counsel deems necessary or advisable in order to fulfill such Party's disclosure obligations imposed by law or contract. 18 ARTICLE FIVE MISCELLANEOUS (A) Expenses: Except as otherwise provided in this Agreement, each of the Parties agrees to pay, without right of reimbursement from any other, the costs incurred by such Party incident to the preparation and execution of this Agreement and performance of their respective obligations hereunder, whether or not the transactions contemplated by this Agreement shall be consummated, including, without limitation, the fees and disbursements of legal counsel, accountants and consultants employed by the respective Parties in connection with the transactions contemplated by this Agreement; provided, however, that AmeriCom pay sales and other transfer taxes, if any. (B) Assignability: (1) No Party may assign or transfer its rights and obligations under this Agreement without the prior written approval of the other Parties; provided, however, that AmeriCom may assign AmeriCom's rights under this Agreement to an affiliate of AmeriCom or as security to any of AmeriCom's lenders. (2) This Agreement shall inure only to the benefit of and be binding upon the Parties and their respective successors and representatives and permitted assigns. (3) This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives and voluntary and involuntary successors and assigns. (C) Applicable Law & Venue: This Agreement shall be construed, interpreted and enforced in accordance with, and governed by, the laws of the State of Florida and venue for any proceeding arising hereunder, whether in law, equity, administration or alternate dispute resolution, shall, to the extent legally permissible, lie exclusively in Palm Beach County, Florida. (D) Counterparts & Facsimile Execution: This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together shall constitute one and the same instrument and signatures transmitted by facsimile transmission shall be fully binding. (E) Parties in Interest: This Agreement will be binding upon, inure to the benefit of, and be enforceable by and against the respective successors and assigns of the Parties and shall not be assigned by any Party without express written prior consent of AmeriNet. (F) Remedies: (1) No delay or omission on the part of any Party in exercising any right or remedy shall operate as a waiver of said right or remedy or any other right or remedy. (2) A waiver on any one occasion shall not be construed as a bar to or a waiver of any right on any future occasion. (3) Every right and remedy of a Party shall be cumulative and in addition to every other right and remedy expressed in this Agreement or allowed by law or equity, and may be exercised singularly or concurrently. 19 (G) Survival of Representations and Warranties: (1) All representations and warranties made by either Party to this Agreement shall survive the Closing and any investigation at any time made by or on behalf of the other Party, and shall expire on the second anniversary of the Closing Date. (2) Notwithstanding the preceding sentence, any representation or warranty made in this Agreement in respect of which indemnification may be sought under this Agreement and the indemnification provided for in this Agreement for breach of such representation or warranty shall survive the time at which it would otherwise terminate pursuant to the preceding sentence or this Agreement, if notice of the breach thereof giving rise to such right to indemnification shall have been given in good faith to the Parties against whom such indemnification may be sought prior to such time. (H) No Third-Party Beneficiaries: Neither this Agreement nor any provision hereof, nor any document or instrument executed or delivered pursuant to this Agreement, shall be deemed to create any right in favor of or impose any obligation upon any person or entity other than Lorilei, AmeriNet and AmeriCom. (I) Severability: Whenever legally possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction but this Agreement will be interpreted, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. (J) Entire Agreement: (1) This Agreement and the agreements, instruments, schedules and other writings referred to in this Agreement contain the entire understanding of the Parties with respect to the subject matter of this Agreement. (2) There are no restrictions, agreements, promises, warranties, covenants or undertakings other than those expressly set forth herein or therein. (3) This Agreement supersedes all prior agreements and understandings between the Parties with respect to its subject matter. (K) Amendments: This Agreement may not be amended, changed or terminated orally, and no attempted change, termination or waiver of any of the provisions hereof shall be binding unless in writing and signed by the Parties against whom the amendment, change, termination or waiver is sought to be enforced. (L) Exhibits: Each exhibit and schedule referenced in this Agreement shall be annexed hereto and shall be considered a part hereof as if set forth in the body hereof in full. 20 (M) Negotiated Transactions: The provisions of this Agreement were negotiated by the Parties, this Agreement and the agreements, indentures and other instruments incidental hereto shall be deemed to have been drafted by all of the Parties and this Agreement shall not be interpreted more or less favorably in favor of or against a Party based on its authorship. (O) Dispute Resolution: (1) If there is any dispute hereunder which cannot be resolved by the Parties (a "Disputed Item"), either Party may seek a resolution by arbitration by applying for an arbitrator to be appointed by the American Arbitration Association in accordance with the rules and regulations of that association, except as specifically modified hereby. (2) In the event arbitration is requested, both Parties must proceed as quickly as possible to arbitration and accept the results of same as final and binding. (3) The losing Party in the arbitration shall pay all of the costs of the arbitration. In the event that the results of the arbitration cannot be said to result in a winning Party and a losing Party, the arbitrator shall decide how the costs and expenses of the arbitration shall be borne by the Parties. (4) Any judgment upon the award rendered by the arbitrator may be enforced in the Circuit Court sitting in and for Palm Beach County, Florida. (P) Notices: (1) All notices, demands or other communications given hereunder will be in writing and will be deemed to have been duly given on the first business day after mailing by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (a) To AmeriNet: AmeriNet Group.com, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Attention: Larry Van Etten, President; Telephone (561) 998-3435, Fax (561) 998-4635; and, e-mail larry@amerinetgroup.com; with copies to AmeriNet Group.com, Inc.; 1941 Southeast 51st Terrace; Ocala, Florida 34471; Vanessa H. Lindsey, Secretary; Telephone (352) 694-6661, Fax (352) 694-1325; and, e-mail, vanessa@atlantic.net; and with a copy to The Yankee Companies, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431; Attention: Leonard Miles Tucker, President; Telephone (561) 998-2025, Fax (561) 998- 3425; and, e-mail carrington@flinet.com; (b) To Lorilei: Lorilei Communications, Inc.; Post Office Box 770787; Ocala, Florida 34477; 7325 Southwest 32nd Street; Ocala, Florida 34474; Attention: George Franjola, Vice, President; Telephone (352) 861-1350; Fax (352) 861-1339; e-mail thefirm@callthefirm.com with copies to Lorilei Communications, Inc.; 1941 Southeast 51st Terrace; Ocala, Florida 34471; Vanessa H. Lindsey, Secretary; Telephone (352) 694- 6661, Fax (352) 694-1325; and, e-mail, vanessa@atlantic.net; and with a copy to 21 The Yankee Companies, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431; Attention: Leonard Miles Tucker, President; Telephone (561) 998-2025, Fax (561) 998- 3425; and, e-mail carrington@flinet.com; (c) To AmeriCom: AmeriNet Communications, Inc.; Post Office Box 770787; Ocala, Florida 34477; 7325 Southwest 32nd Street; Ocala, Florida 34474; Attention: Lawrence R. Van Etten, President; Telephone (352) 861-1350; Fax (352) 861-1339; e-mail thefirm@callthefirm.com with copies to AmeriNet Communications, Inc.; 1941 Southeast 51st Terrace; Ocala, Florida 34471; Vanessa H. Lindsey, Secretary; Telephone (352) 694- 6661, Fax (352) 694-1325; and, e-mail, vanessa@atlantic.net; and with a copy to The Yankee Companies, Inc.; Crystal Corporate Center; 2500 North Military Trail, Suite 225; Boca Raton, Florida 33431; Attention: Leonard Miles Tucker, President; Telephone (561) 998-2025, Fax (561) 998- 3425; and, e-mail carrington@flinet.com; or such other address or to such other person as any Party will designate to the other for such purpose in the manner hereinafter set forth. (2) At the request of any Party, notice will also be provided by overnight delivery, facsimile transmission or e-mail, provided that a transmission receipt is retained. (3) (a) The Parties acknowledge that Yankees serves as a strategic consultant to AmeriNet and has acted as scrivener for the Parties in this transaction but that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (b) Because of the inherent conflict of interests involved, Yankees has advised 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 will 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. (Q) Further Assurances: From time to time after the Closing, Lorilei will execute and deliver, or cause its affiliates to execute and deliver, to AmeriCom such instruments of sale, transfer, conveyance, assignment and delivery, and such consents, assurances, powers of attorney and other instruments as may be reasonably requested by AmeriCom or its counsel in order to vest in AmeriCom all right, title and interest of Lorilei in and to the Assets and otherwise in order to carry out the purpose and intent of this Agreement. (R) Specific Performance: Each of AmeriCom and Lorilei acknowledges and agrees that the other would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, and AmeriCom and Lorilei shall be entitled to enforce specifically this Agreement and the terms and provision thereof in any action instituted, in any court of the United States or any state thereof having jurisdiction over AmeriCom and Lorilei and the matter, subject to Section 5(S) below, in addition to any other remedy to which they may be entitled, at law or in equity. 22 (S) Jurisdiction: (1) Subject to Section 5(O), AmeriCom and Lorilei each hereby submits to the jurisdiction of any state or federal court or private dispute resolution tribunal sitting in Palm Beach County, Florida, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court or tribunal. (2) AmeriCom and Lorilei each agree not to bring any action or proceeding arising out of or relating to this Agreement in any other court or tribunal. (3) Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other Party with respect thereto. In Witness Whereof, the Parties hereby have caused this Agreement to be duly executed as of the last day and year set forth below. Signed, sealed and delivered In Our Presence: AmeriNet Group.com, Inc. - -------------------------- __________________________ By: /s/ Lawrence R. Van Etten Lawrence R. Van Etten, President Dated: October 17, 2000 Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: (Corporate Seal) On this __th day of October, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Lawrence R. Van Etten and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Group.com, Inc., the above-described Delaware corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires: __________________________. {Seal} -------------------------- Notary Public 23 Lorilei Communications, Inc. - -------------------------- __________________________ By: /s/ George Franjola George Franjola, Vice President Dated: October 17, 2000 Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: (Corporate Seal) On this __th day of October, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared George Franjola and Vanessa H. Lindsey, to me known, and known to me to be the vice president and secretary of Lorilei Communications, Inc., the above-described Florida corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of Lorilei Communications, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires: _____________________. (Seal) -------------------------- Notary Public AmeriNet Communications, Inc. - -------------------------- __________________________ By: /s/ Lawrence R. Van Etten Lawrence R. Van Etten, President Dated: October 17, 2000 Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: (Corporate Seal) On this __th day of October, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Lawrence R. Van Etten and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Communications, Inc., the above-described Florida corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Communications, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires:_______________: {Seal} -------------------------- Notary Public 24 Exhibits & Schedules Index Exhibit Designation Description Bill of Sale Exhibit 1 Listing & Description of Assets Transferred Instrument of Assumption of Liabilities 1.1(C) The Assumed Liabilities 1.1(E) Parts of Business Not Transferred 1.1(P)(2) Permitted Encumbrances 1.1(W) Material Contracts 1.1(Z) Legal Description of Real Property and Improvements 3.1(A) List of States in Which Lorilei is Qualified to Conduct Business and List of Lorilei Subsidiaries 3.1(H)(1)(a) Dependent Service Agreements, Material Contracts and Work Orders 3.1(H)(1)(b) Existing Defaults 3.1(H)(2) Consents to Transfer Required Schedule Designation Description 1.1(Y) Work Orders 2.1(E) Allocation of Purchase Price 2.1(B)(2) Excluded Liabilities 3.1(B)(2) Exceptions to Non-contravention Warranty 3.1(C)(1) Litigation 3.1(D) Governmental Approvals 3.1(G) Tax Related Security Interests 3.1(H)(1)(d) Other Agreements Required for Operation of Business 3.1(H)(3) Exceptions to Lorilei Representations Concerning Absence of Liabilities or Potential Liabilities 3.1(J)(1) Final Lorilei Payroll and Benefits Data 3.1(J)(2)(a) List of Lorilei's Employee Benefit Plans 3.1(O) Lorilei's Intellectual Property 25 Bill of Sale THIS BILL OF SALE ("Bill of Sale") from Lorilei Communications, Inc., a Florida corporation ("Lorilei") to the order of AmeriNet Communications, Inc., a Florida corporation ("AmeriCom"). Preamble: WHEREAS, Lorilei and AmeriCom are parties to an asset purchase agreement dated as of the 17th day of October, 2000 (the "Agreement"), pursuant to which Lorilei is selling certain of Lorilei's assets to AmeriCom. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lorilei hereby: Witnesseth: (A) Capitalized terms used herein but not defined herein shall have the meanings assigned such terms in the Agreement. (B) Lorilei hereby sells, conveys, transfers, assigns and delivers to AmeriCom, and AmeriCom accepts from Lorilei, all of the right, title and interest that Lorilei possesses and has the right to transfer in and to all of the Assets used or useful in connection with the Business as the same shall exist on the date hereof, including, without limitation, the following designated assets (collectively, the "Assets"): (1) all of the right, title and interest of Lorilei in and to all furniture, fixtures, vehicles and equipment listed on Exhibit 1 annexed hereto and made a part hereof; (2) the Inventory; (3) all intangible assets wheresoever situated and whether or not specifically referred to herein or in the Agreement, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or referred to in any of the books or financial statements of Lorilei; (4) all of Lorilei's rights and interests in, to and under the Dependent Service Agreements, Material Contracts and Purchase Orders; (5) the Books and Records; (6) all of Lorilei's telephone numbers, facsimile transmission numbers, e-mail addresses and web pages; (7) all prototypes, design models and samples which specifically relate to the products or services of the Business; and (8) all goodwill associated with the Business. (C) Lorilei warrants to AmeriCom that on the date hereof, Lorilei is the true and lawful owner of the Assets, holds good, absolute and marketable title in and to all of the Assets, and has full corporate power and authority to sell and convey the same, in each case free and clear of all Encumbrances other than the Permitted Encumbrances. 26 (D) From time to time after the date hereof, Lorilei will execute and deliver to AmeriCom such instruments of sale, transfer, conveyance, and such consents, assurances, powers of attorney and other instruments as may be reasonably requested by AmeriCom or its counsel in order to vest in AmeriCom all right, title and interest of Lorilei in and to the Assets and otherwise to carry out the purpose and intent of this Bill of Sale. (E) (1) Notwithstanding any other provisions of this Bill of Sale to the contrary, nothing contained in this Bill of Sale shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions, including the warranties, covenants, agreements, conditions, representations or, in general any of the rights and remedies, and any of the obligations and indemnifications of Lorilei set forth in the Agreement nor shall this Bill of Sale expand or enlarge any remedies under the Agreement including without limitation any limits on indemnification specified therein. (2) This Bill of Sale is intended only to effect the transfer of certain property to be transferred pursuant to the Agreement and shall be governed entirely in accordance with the terms and conditions of the Agreement. In Witness Whereof, Lorilei has caused this Bill of Sale to be executed and delivered on the date set forth below. Lorilei Communications, Inc. - -------------------------- __________________________ By: /s/ George Franjola George Franjola, Vice President Dated: October 17, 2000 Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: (Corporate Seal) On this __th day of October, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared George Franjola and Vanessa H. Lindsey, to me known, and known to me to be the vice president and secretary of Lorilei Communications, Inc., the above-described Florida corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of Lorilei Communications, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires:_____________. (Seal) -------------------------- Notary Public 27 Instrument of Assumption of Liabilities THIS INSTRUMENT OF ASSUMPTION OF LIABILITIES (the "Indenture) is issued by AmeriNet Communications, Inc., a Florida corporation ("AmeriCom") in favor of Lorilei Communications, Inc., a Florida corporation ("Lorilei"). Witnesseth: First: All capitalized terms used herein but not defined herein shall have the meanings assigned such terms in the Agreement. Second: In consideration of the sale and assignment by Lorilei to AmeriCom of the Assets pursuant to the terms of that certain asset purchase agreement dated as of the 17 day of October, 2000 which is incorporated herein by this reference (the "Agreement"), AmeriCom hereby agrees to assume, pay, perform and discharge all Assumed Liabilities. Third: Notwithstanding any other provisions of this Indenture to the contrary, nothing contained in this Indenture shall in any way supersede, modify, replace, amend, change, rescind, waive, exceed, expand, enlarge or in any way affect the provisions, including the warranties, covenants, agreements, conditions, representations or, in general any of the rights and remedies, and any of the obligations and indemnification of Lorilei set forth in the Agreement nor shall this Indenture expand or enlarge any remedies under the Agreement including without limitation any limits on indemnification specified therein. This Indenture is intended only to effect the transfer of certain liabilities to be transferred pursuant to the Agreement and shall be governed entirely in accordance with the terms and conditions of the Agreement. Fourth: Except as expressly set forth in this Indenture, AmeriCom does not assume any other obligation, liability or indebtedness of Lorilei. Fifth: Neither this Indenture nor any provision hereof, nor any document or instrument executed or delivered pursuant to this Indenture, shall be deemed to create any right in favor of or impose any obligation upon any person or entity other than Lorilei, AmeriNet and AmeriCom. Sixth: This Indenture shall be governed by, construed and enforced in accordance with the laws of the State of Florida. * * * 28 In Witness Whereof, AmeriCom has executed this Instrument, as of the day and year set forth below. AmeriNet Communications, Inc. - -------------------------- __________________________ By: /s/ Lawrence R. Van Etten Lawrence R. Van Etten, President Dated: October 17, 2000 Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary STATE OF FLORIDA } COUNTY OF MARION } SS.: (Corporate Seal) On this __th day of October, 2000, before me, a notary public in and for the county and state aforesaid, personally appeared Lawrence R. Van Etten and Vanessa H. Lindsey, to me known, and known to me to be the president and secretary of AmeriNet Communications, Inc., the above-described Florida corporation, and to me known to be the persons who executed the foregoing instrument, and acknowledged the execution thereof to be their free act and deed, and the free act and deed of AmeriNet Communications, Inc., for the uses and purposes therein mentioned. In witness whereof, I have hereunto set my hand and affixed my notarial seal the day and year in this certificate first above written. My commission expires:_____________________. {Seal} -------------------------- Notary Public Exhibit 1.1(C) The Assumed Liabilities Creditor Total Owed Monthly Payment Term Description AmeriNet Group $241,000.00 N/A On Demand Loan Working Capital Arch Paging $113.58 $60.00 Net 20 Pagers AT&T Wireless $603.56 $500-700.00 DUR Cell Phones BCBS $0.00 $2,700.00 Net 30 Health Insurance Business Exec. Network $50.00 $50.00 DUR Comp. Membership Brian's Lawn Ser. $0.00 $125.00 Net 30 Landscaping Services Closet Maid $347.24 $347.24 DUR Studio Shelves Crain Comm. $1,567.00 $1,567.00 DUR Imp. Trade Pub. Adv. Culligan Water $55.98 $50.00 Net 10 Water Dickstein et al $482.00 $482.00 Net 10 Legal-Media Matters DJP Security $60.26 Qtrly. $60.26 Net 10 Security Monitoring Earl's Well Drilling $90.00 N/A Net 10 Well Repair Fine Print $1,887.85 $1,887.87 Net 30 Printer-Important Future Quest $0.00 $66.29 Net 10 Internet Provider Hanover Insurance $0.00 $292.30 Net 20 Workers Comp. Hanover Insurance $477.80 $477.80 Net 20 Auto Ins. Hanover Insurance $598.13 $598.13 Net 20 Comm. Package Hy-Tech Whole $1,964.18 $1,964.18 Net 30 Equipment Purchase Home Team Ser. $0.00 6 mo./yr. Net 30 Pest Control Intermedia $2,429.26 $1,324.00 DUR L/LD Phone Killgore Pearlm $208.93 $208.93 Net 30 Legal Markertek $600.08 $600.08 Net 30 Equipment Supplies Neopost $565.40 Per Year Net 30 Postage Meter Office Automation $150.00 $0.00 Net 20 Consultants
Exhibit 1.1(E) Parts of Business Not Transferred All of Lorilei's business, investment and operations, other than the operations of the d/b/a Ocala News Tonight will be transferred. On August 24, 2000, the principals of Lorilei decided to cease all operations in relations to the local news program, Ocala News Tonight. Exhibit 1.1(P)(2) Permitted Encumbrances Exhibit 1.1(C), the liens apportioned to the schedule of Assumed Liabilities is annexed hereto and made a part hereof. The principal place of business for Lorilei is 7325 SW 32nd Street, Ocala, Florida 34474, Marion County, Florida, Airport Industrial Park. On or about January 20, 2000, the City of Ocala notified Lorilei that the existing water system in Airport Industrial Park would be replaced by hookup to the City of Ocala water system. Since this date, the water line has been installed and tested. Lorilei has provided the necessary information to the City of Ocala to determine the impact fee for such water system. To date, Lorilei is waiting on notification for the City regarding the date of hookup and the amount of the impact fee. As of 9/29/00, a title search report has been prepared. A copy of the title search report is attached hereto and incorporated herein. Specifically, The Restrictions/Easements, Other Encumbrances and Standard Exceptions are incorporated hereto. Exhibit 1.1(W) Material Contracts The following table represents material contracts in the form of bank notes, finance agreements with leasing companies and, mortgage, in excess of $5,000.00. Creditor Total Owed Monthly Term Description Payment AmSouth Bank $18,585.70 $463.55 9/30/04 Auto Loan Chrysler Fin. $10,785.84 $363.08 6/13/03 Auto Loan Colonial Pacific $5,648.73 $400.89 10/26/01 Lease-Prod. Equip. Colonial Pacific $11,278.52 $768.35 6/4/01 Lease-Prod. Equip. Credential $6,363.04 $368.28 12/17/01 Lease Phone System ORIX $5,505.36 $177.61 5/28/03 Lease-Comp. Equip. ORIX $5,076.11 $574.78 3/9/01 Lease-Voice Mail Preferred Cap. $14,033.88 $506.36 10/19/03 Lease-Prod. Equip. SBLS $188,840.15 $2,094.00 2022 Mortgage Total $266,117.33 The following table represents material contracts in the form of client contracts in excess of $5,000.00. Client Contract Date Description Amount Executed American Heritage Homes $8,245.00 5/17/00 CD Business Cards Beasley & Henley $6,000.00 9/14/00 Marketing Plan Creation Beazer Homes $23,946.00 8/28/00 Home Design Brochures Edward Waters $19,020.00 11/30/99 Media Buy GNR Health Sys. $30,780.00 6/9/00 Catalog Creation Lennar Development $8,995.00 7/25/00 Website Development Total $96,986.00 Exhibit 1.1(Z) Legal Description of Real Property and Improvements The legal description of real property is as follows: Lot 6, Block C, Airport Industrial Park, as per plat thereof recorded in Plat Book 1, Page 192, Public Records of Marion County, Florida. Attached and annexed hereto and made a part hereof, is the Contract for Sale and Purchase and Commitment to Insure Title. The legal description of the improvements to the real property is as follows: Lot 6, Block C, Airport Industrial Park, as per plat thereof recorded in Plat 1, Pages 92 and 93, of the Public Records of Marion County, Florida. The address is 7325 SW 32nd Street, Ocala, Florida 34474, Marion County, Florida. Lorilei's facility is 5,000 square feet in total space, with 3,500 square feet devoted to office and production space and 1,500 square feet devoted to studio space. The entire building is air conditioned and heated. Attached and annexed hereto and made a part hereof, is the Mortgage for the building. Exhibit 3.1(A) List of States in Which Lorilei is Qualified to Conduct Business and List of Lorilei Subsidiaries Lorilei is qualified to conduct business in the State of Florida. Lorilei has no subsidiaries. Exhibit 3.1(H)(1)(a) Dependent Service Agreements, Material Contracts and Work Orders Lorilei does not have any Dependent Service Agreements or Work Orders other than as reflected in Exhibit 1.1(W) and Schedule 1.1(Y), incorporated by references herein. Exhibit 3.1(H)(1)(a) Dependent Service Agreements, Material Contracts and Work Orders Lorilei does not have any Dependent Service Agreements or Work Orders other than as reflected in Exhibit 1.1(W) and Schedule 1.1(Y), incorporated by references herein. Exhibit 3.1(H)(1)(b) Existing Defaults While Lorilei has not received any notice of default on any of their material contracts such as equipment finance leases, Lorilei would like to disclose that some payments on leases have not been made in a timely manner. FINOVA Loan Administration repossessed the Pre-Press Film equipment on 9/19/00 previously to Lorilei's request. It was Lorilei's intention to have the Pre-Press repossessed because Lorilei was unable to make any revenue from offering this service. Lorilei tried to exchange the equipment for something more useful but to no avail. The Bank of America automobile loan is for the Volvo. In August, 2000, Lorilei notified Bank of America that Gerald R. Cunningham has resigned, filed bankruptcy and left the State of Florida. Lorilei further informed Bank of American that the Volvo was for Gerald's primary use and since he is no longer employed, that Lorilei had no use for the vehicle and would like the vehicle repossessed. No payment has been made to Bank of America since July 2000. To date, Lorilei has not been contacted as to when the repossession will take place. Exhibit 3.1(H)(2) Consents to Transfer Required The following table represents the consents to transfer required for all material contracts. Creditor Total Owed Monthly Term Description Payment AmSouth Bank $18,585.70 $463.55 9/30/04 Auto Loan Chrysler Fin. $10,785.84 $363.08 6/13/03 Auto Loan Freedom Cap. $4,438.28 $442.03 8/27/01 Lease -Comp. Equip. ORIX $5,505.36 $177.61 5/28/03 Lease-Comp. Equip. ORIX $5,076.11 $574.78 3/9/01 Lease-Voice Mail SBLS $188,840.15 $2,095.00 2022 Mortgage The Associates $1,384.84 $378.97 10/01/00 Lease-Audio The Manifest $1,227.69 $274.71 10/20/00 Lease-Comp. Equip. Total $235,843.97 Attached and annexed hereto and made a part hereof, are copies of the consent letters to each of the above creditors. Schedule 1.1(Y) Work Orders The following table represents customer Work Orders. These are contracts for purchase of goods and services from Lorilei which relate to the Business. Client Contract Date Description Amount Executed Advent Product Development $500.00 6/22/00 Produce :60 Commercial Advent Product Development $500.00 7/21/00 Produce :60 Commercial Advent Product Development $500.00 9/25/00 Produce :60 Commercial Advent Product Development $500.00 10/24/00 Produce :60 Commercial American Heritage Homes $8,245.00 5/17/00 CD Business Cards AmeriNet Group.com $600.00 9/27/00 Website Revision AmeriNet Group.com $1,460.00 10/20/00 Website Update Beasley & Henley $6,000.00 9/14/00 Marketing Plan Creation Beazer Homes $23,946.00 8/28/00 Home Design Brochures Cuthill & Eddy LLP $495.00 7/26/00 PowerPoint Presentation Edward Waters $19,020.00 11/30/99 Media Buy FL. Camp for Children $3,995.00 3/13/00 Promotional Video Freck's Auto Art $1000.00 9/7/00 Direct Mail Insertion GNR Health Sys. $30,780.00 6/9/00 Catalog Creation Harry Browne for President $11,000.00 12/8/99 Agency Retainer Home Builders Assoc. $1,632.00 10/12/00 Printing Invitations Lennar Development $8,995.00 7/25/00 Website Development Millennium Sound & Design $3,742.00 11/30/00 Promotional Ordering Park Square Homes $2,250.00 7/28/00 Website Changes Park Square Homes $325.00 10/10/00 Slides of Website WSA Marketing $480.00 11/23/99 Mo. Website Hosting Total $125,965.00
ALLOCATION OF PURCHASE PRICE: Schedule 2.1E Assets Acquired: Current Assets Cash 578.60 Total Current Assets 578.60 Other Assets Costs in Excess of Billings 11,871.00 Prepaid renatl on all assets not acquired, and purchase of all accounts receivable 254,653.51 --------------------- Total Other Assets 266,524.51 --------------------- Total Assets Acquired 267,103.11 Liabilities Assumed Current Liabilities Accounts Payable 26,103.11 Loan Payable-AmeriNet 241,000.00 Total Liabilities Assumed 267,103.11 Schedule 2.1(B)(2) Excluded Liabilities Creditor Total Debt Description Adelphia Cable $2,120.60 Comm. Leased Access Advanta Mastercard $3,744.84 GRC Guaranteed Debt AmSouth Bank $28,109.68 Line of Credit AmSouth Bank $18,585.70 Auto Loan-Mountaineer Bank of American $24,488.55 Volvo - Repo Bell South $353.48 Yellow Page Advertisement Birschbach Media $2,085.00 Person. Advert. Leigh Placed Bruce Brashear $1,831.95 Legal Chevron $1,251.09 GRC Guaranteed Debt Chrysler Fin. $10,785.84 Auto Loan-Caravan Colonial Pacific $1,142.88 Lease-LCD Projector Colonial Pacific $3,291.59 Lease-Comp. Equip. Colonial Pacific $5,648.73 Lease-Prod. Equip. Colonial Pacific $11,278.52 Lease-Prod. Equip. Comcast Cable $2,131.15 Comm. Leased Access Cable Rep/Cox Comm. $9,788.30 Comm. Leased Access Credential $6,363.04 Lease Phone System Cunningham Loan from SH $38,505.30 Personal $ Loaned Lorilei Cunningham Exp. Reim. $6,787.63 Not on Books-Never Was DECCA $2,114.60 Comm. Leased Access Eller Media $13,350.00 Billboard Advertising Florida Office Associates $34,051.92 3 yr. Orlando Office Lease Fox 31 $7,650.00 Media Camp.(SW GA Con.) Freedom Cap. $4,438.28 Prod. Equipment Lease HGTV $21,420.00 Comm. Leased Access Schedule 2.1(B)(2) Excluded Liabilities Creditor Total Debt Description HPS Printing $218.32 Pre-Press Supplies James Moore $4,262.00 Accountant LaTorraca Note $52,186.50 Leigh's Dad Loan to Lorilei Mail South, Inc. $4,596.23 Direct Mail-Client Related Media Line $300.00 Personnel Ad. Ocala News Office Depot $2,374.77 GRC Guaranteed Debt OK-106 $216.75 Media Camp.(SW GA Con.) ORIX $5,505.36 Lease Comp. Equip. ORIX $5,076.11 Lease Voice Mail Photographic Waste $193.00 Film Developer Waste Preferred Cap. $14,033.88 Lease-Prod. Equip. R.R. Bowker $204.10 Subscription Renewal Sam's Club $3,266.89 GRC Guaranteed Debt SBLS $188,840.15 Mortgage Staples $3,912.67 GRC Guaranteed Debt TCI Media a/k/a AT&T $6,825.00 Media Camp.(SW GA Con.) The Associates $1,384.84 Lease - Audio The Lamar Co. $11,959.50 Billboards (SW GA Con.) The Manifest $1,227.69 Lease - Comp. Equip. Thomson S. GA. Marketing $2,977.56 Direct Mail Insertion Co. Time Warner Comm. $7,424.53 Comm. Leased Access Tri-State Outdoor Media $15,682.50 Billboards (SW GA Con.) Vincent Printing $1,305.83 Billboard Printing WAAC FM $1,530.00 Media Camp.(SW GA Con.) WALB-TV $9,945.00 Media Camp.(SW GA Con.) Schedule 2.1(B)(2) Excluded Liabilities Creditor Total Debt Description WCTV-6 $5,064.30 Media Camp.(SW GA Con.) WISK FM $1,075.89 Media Camp.(SW GA Con.) WJAD FM Radio $2,094.50 Media Camp.(SW GA Con.) WJIZ FM $2,703.00 Media Camp.(SW GA Con.) WKAK FM $1,700.00 Media Camp.(SW GA Con.) WMTM FM $1,840.01 Media Camp.(SW GA Con.) WOBB FM $2,570.40 Media Camp.(SW GA Con.) WQVE FM $1,666.00 Media Camp.(SW GA Con.) WTLH FM $1,211.25 Media Camp.(SW GA Con.) WTUF FM $1,380.06 Media Camp.(SW GA Con.) Total $628,073.26 Schedule 3.1(B)(2) Exceptions to Non-contravention Warranty None. Schedule 3.1(C)(1) Litigation To Lorilei's knowledge, there are not actions, suits or proceedings pending, or, threatened or anticipated before any court or governmental or administrative body or agency affecting the Business, except the following information. During the month of August 1999, Lorilei placed a spot air time buy on behalf of a client with Home & Garden Television ("HGTV"). The total buy for this flight was $21,420.00. Not long after the buy was placed, trade industry reports made allegations that HGTV inserted national spots in local break slots. This allegation proved to be true for some customers which meant that there was a possibility that our client's spot did not air according to the buy scheduled. In any event, Gerald R. Cunningham, former CEO of Lorilei, wanted proof from HGTV that this was not the case and that our client's spot ran according to schedule. After many months of correspondence between Lorilei and HGTV, this issue was never resolved. Gerald R. Cunningham never was satisfied with the proof that HGTV provided. The account was then forwarded to HGTV's collection agency. The outcome was the same, Gerald R. Cunningham refused to come to a resolution with HGTV based on the insufficient proof provided. The account has been forwarded to the collection agency's legal department. To date, no suit has been filed to Lorilei's knowledge. Sheryl Wolf, a former sales representative, for Lorilei resigned on June 28, 2000. She resigned due to irreconcilable differences with Gerald R. Cunningham, CEO and Leigh A. Cunningham, President. Shortly after her departure, she obtained an attorney who wrote a demand letter for past wages that Sheryl felt she was entitled to based on her commission structure. Lorilei hired their attorney to respond to Sheryl's demand. The response from Lorilei's attorney basically stated that there was no basis for her claim. To date, not suit has been filed to Lorilei's knowledge. On August 1, 2000, Gerald R. Cunningham and Leigh A. Cunningham resigned from Lorilei. Shortly thereafter, Gerald R. Cunningham obtained an attorney demanding collection of his last paycheck for 8/5/00, for wages 8/16-8/31/00. Lorilei's Legal Affairs Department responded by informing Cunningham's attorney that Gerald R. Cunningham had violated his employment agreement and therefore Lorilei did not feel it was their duty to pay him the last paycheck. To date, not suit has been filed to Lorilei's knowledge. On September 19, 2000 a 10 day demand letter was sent to Edward Waters College. Edward Waters College ("EWC") owes Lorilei $27,300.37 for infomercial production, CD Rom authoring, creation of promotional items, graphic and print services. While Lorilei feels that they have gone above and beyond the parameters of the contracts to provide a finished product that meets EWC's approval, EWC will not make payment on their account or communicate with Lorilei. September 1, 1999, Leigh Cunningham executed an office lease for a sales office in Orlando with Corporate Investments, Inc. There were trade arrangements made in the amount of Exhibit 3.1(C)(1) Litigation $5,000.00. Basically, The Firm Multimedia would produce an infomercial for Corporate Investments International, Inc. In return, The Firm Multimedia would occupy one of their office suites. Sometime during the year Corporate Investments International, Inc. decided that they wanted a CD-Rom instead of a infomercial. As of October 16, 2000, The Firm Multimedia has completed the CD-Rom and sent it to Corporate Investments International, Inc. for approval. On October 13, 2000, Lorilei received a letter from Corporate Investment International's attorney demanding payment in full for the one year lease term and threaten that suit would be filed if no payment is received. Lorilei's legal affairs department has replied and provided information in reference to the above events. Lorilei feels that this is a misunderstanding and that this issue will be resolved out of court. Schedule 3.1(D) Governmental Approvals None Schedule 3.1(G) Tax Related Security Interests There are no security interests on any of the Assets that arose in connection with any failure to pay any Tax, and Lorilei has withheld and paid all Taxes required with respect to the Business.. Schedule 3.1(H)(1)(d) Other Agreements Required for Operation of Business Other than Exhibits 1.1(W), Material Contracts and Exhibit 3.1(H)(1)(a), Dependent Service Agreements, Material Contracts, Purchase Orders, which are incorporated by reference, no other agreements are required for operation of business. Schedule 3.1(H)(3) Exceptions to Lorilei Representations Concerning Absence of Liabilities or Potential Liabilities To the best of Lorilei's knowledge, there has not been any event that may give rise to liability on the part of Lorilei in respect of any claim for the products produced or sold. Schedule 3.1(J)(1) Final Lorilei Payroll and Benefits Data The following table represents the total gross payroll for personnel for the period ended immediately before Closing. Employee Gross Pay Commissions Included Employee Expense in Gross Pay Reimbursement Included in Gross Pay Angie Danner $720.00 $0.00 $0.00 Brian Trahan $1,512.50 $0.00 $0.00 Daniel Rockwell $1,258.33 $0.00 $0.00 Duff DeVaul $1,250.00 $0.00 $0.00 Dustin McCollum $1,050.00 $0.00 $0.00 George Franjola $1,666.67 $0.00 $0.00 Karen Burk $1,500.00 $0.00 $0.00 Larry Uelmen $1,091.67 $0.00 $0.00 Larry Van Etten $1,733.33 $0.00 $0.00 Leslie Kinney $1,025.00 $0.00 $0.00 Marnie Vaughn $2,500.00 $0.00 $0.00 Mary Lee $1,300.00 $0.00 $0.00 Mary Brice $1,500.00 $0.00 $0.00 Nadyne McDonald $708.00 $0.00 $0.00 Penny Tomberlin $965.00 $0.00 $0.00 William Fraker $1,250.00 $0.00 $0.00 $21,030.50 $0.00 $0.00 Schedule 3.1(J)(2)(a) List of Lorilei's Employee Benefit Plans Lorilei offers health insurance to its employees through Blue Cross Blue Shield after 90 days of employment. Lorilei contributes one-half or $94.00 of the employee's monthly premium. Lorilei employees may add their family to the health insurance plan at their own personal expense. After 90 days of employment, Lorilei employees are entitled to 40 hours of personal time to be used for doctors appointments and the like. After one year of employment, Lorilei employees are entitled to 40 hours of vacation time and 40 hours of personal time. Every year on the anniversary date of the employee's hire date, they are entitled to 40 hours of vacation and 40 hours of personal time. The following table represents time accrued immediately before closing. Employee Vacation Hours Personal Hours Total Hours Mary Brice 0.00 0.00 0.00 Karen Burk 0.00 40.00 40.00 Angie Danner 0.00 0.00 0.00 Duff DeVaul 0.00 40.00 40.00 W. Jeff Fraker 0.00 40.00 40.00 Leslie Kinney 40.00 31.50 71.50 Mary Lee 0.00 0.00 0.00 Dustin McCollum 40.00 30.00 70.00 D. Tommy Rockwell 0.00 24.00 24.00 Penny Tomberlin 16.00 36.50 52.50 Brian Trahan 0.00 8.75 8.75 Larry Uelmen 0.00 40.00 40.00 Marnie Vaughn 0.00 40.00 40.00 Schedule 3.1(O) Lorilei's Intellectual Property The attached Excel spreadsheet which represents Lorilei's Trademarks and Copyrights is annexed hereto and made a part hereof. Lorilei has two fictitious names registered with the State of Florida. The Firm Multimedia and Ocala News Tonight. Annexed hereto and made a part hereof are the Fictitious Name Registration Certificates. EX-10.59 3 0003.txt MARNIE VAUGHN EMPLOYMENT AGREEMENT Employment Agreement THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and among Marnie A. Vaughn, an individual residing in the State of Florida whose social security number is 576-86- 3637 (the "Employee"); AmeriNet Communications, Inc., a Florida corporation ("AmeriCom"; AmeriCom and the Employee being sometimes hereinafter collectively to as the "Parties" or generically as a "Party". NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements hereby exchanged, as well as of the sum of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: Witnesseth: Article One Term, Renewals, Earlier Termination 1.1 Term. Subject to the provisions set forth herein, the term of the Employee's employment hereunder shall be deemed to have commenced on July 5, 2000 and shall continue until June 30, 2001. 1.2 Renewals. (a) This Agreement shall be renewed automatically, after expiration of the original term, on a continuing annual basis, unless the Party wishing not to renew this Agreement provides the other Party with written notice of its election not to renew ("Termination Election Notice") on or before the 30th day prior to termination of the then current term. (b) In the event that in conjunction with a renewal of this Agreement, a Party desires a modification of the terms of this Agreement that are not of general application (e.g., the provisions pertaining to salary, commissions, etc.), then: (1) Such Party shall provide the other with a written notice specifying the requested modifications (the "Modification Request Notice") on or before the 45th day prior to termination of the then current term which; (2) If the modifications specified in the Modifications Request Notice are accepted in writing by the other Party prior to expiration of the then current term, the Modifications Request Notice shall be deemed a written amendment to this Agreement, effective as of the first day of the new renewal term; (3) If the Party receiving the Modifications Request Notice finds the proposed modifications unacceptable, it may initiate negotiations to reach compromise modifications with the Party providing the Modifications Request Notice, which must be concluded and reflected in a written amendment to this Agreement prior to the end of the then current term, failing which, the provisions of Section 1.2(B)(4) will be deemed in effect; (4) If the modifications specified in the Modifications Request Notice are not accepted in writing by the other Party prior to expiration of the then current term, the Modifications Request Notice shall be deemed a Notice of Termination and this Agreement will expire effective as of the close of business on the last day of the then current term. 1.3 Earlier Termination. AmeriCom shall have the right to terminate this Agreement prior to the expiration of its Term or of any renewals thereof: (a) For Cause: (1) AmeriCom may terminate the Employee's employment under this Agreement at any time for cause. (2) Such termination shall be evidenced by written notice thereof to the Employee, which notice shall specify the cause for termination. (3) For purposes hereof, the term "cause" shall mean: (A) The inability of the Employee, through sickness or other incapacity, to discharge his duties under this Agreement for ten or more consecutive days or for a total of 30 or more days in a period of twelve consecutive months; (B) The failure of the Employee to abide by the individual performance plan formulated by the Employee's immediate supervisor; (C) Dishonesty; theft; insubordination or conviction of a crime; (D) Material default in the performance of the Employee's obligations, services or duties required under this Agreement (other than due to illness) or material breach of any provision of this Agreement, which default or breach has not been completely remedied within three days after written notice of such default or breach. (b) Deterioration or Discontinuance of Business: (1) In the event that AmeriCom experiences material business reversals or fails to meet the operational criteria reflected in its projections or business plans, then, at the option of AmeriCom, this Agreement shall terminate as of a date selected by AmeriCom with the same force and effect as if such date was the date originally set as the termination date hereof. (2) In the event that AmeriCom 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 AmeriCom shall not be deemed a termination of its business. (c) Death: This Agreement shall terminate immediately on the death of the Employee; however, all accrued compensation at such time shall be promptly paid to the Employee's estate. 1.4 Severance Payments and Alternatives to Termination In the event this Agreement is terminated for reasons other than for cause as described in Section 1.3(b) above, the Employee shall be entitled to either ten days prior written notice or to a severance payment in a sum equal to the salary that would have been paid had ten days prior written notice been provided; provided, however, that in lieu of termination, AmeriCom may offer to continue this Agreement under modified compensation arrangements, if such arrangements are reflected in the written notice and accepted by the Employee prior to the end of the ten day notice period. 1.5 Final Settlement. Upon termination of this Agreement, the Employee shall: (a) Immediately tender to AmeriCom all records, manuals and written procedures, as may be desired by it for the continued conduct of its business; and (b) Be entitled to payment of all accrued but theretofore unpaid compensation and, concurrently with receipt thereof, the Employee or the Employee's representative shall execute and deliver to AmeriCom on a form prepared by AmeriCom, a release of all claims except such claims as may have been submitted pursuant to the terms of this Agreement and which remain unpaid due to disputed amounts or otherwise. Article Two Scope of Employment 2.1 Retention. AmeriCom hereby hires the Employee and the Employee hereby accepts such employment, in accordance with the terms, provisions and conditions of this Agreement. 2.2 General Description of Duties. (a) The Employee shall perform the duties generally described in exhibit 2.2(a) annexed hereto or made a part hereof, as well as any duties reasonably incidental thereto. (b) The Employee shall also perform such reasonable duties as may be directed from time to time by AmeriCom's board of directors or the Employee's superior officers. 2.3 Status. (a) The Employee shall serve as a commissioned and salaried rather than a hourly employee of AmeriCom, the Parties acknowledging that the nature of the Employees' services are marketing and sales, managerial, artistic or professional, rather than clerical, secretarial, or pertaining to custodial or maintenance services. (b) The Employee shall not be deemed an agent of AmeriCom and may not take any actions which would be deemed binding on AmeriCom, without prior authorization therefor reflected in a written resolution of AmeriCom's board of directors. 2.4 Exclusivity. (a) Unless specifically otherwise authorized by AmeriCom's board of directors, on a case by case basis, in writing, all of the Employee's business time shall be devoted exclusively to the affairs of AmeriCom. (b) Without limiting the generality of the foregoing, the Employee covenants to perform the employment duties called for hereby in good faith, devoting substantially all business time, energies and abilities thereto and will not engage in any other business or commercial activities for any person or entity without the prior written consent of AmeriCom. Article Three Compensation 3.1 Compensation. (a) The compensation set forth in exhibit 3.1(a) annexed hereto and made a part hereof. (b) Incentive stock options complying with the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or successor provisions thereto (the "Options"), permitting the Employee to purchase shares of the common stock 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 "Exchange Act"), which holds of all of AmeriCom's capital stock and other securities ("AmeriNet"), that AmeriNet has reserved for issuance to employees of AmeriNet and its subsidiaries, including AmeriCom (the "Employee's Option Shares"), on the terms and subject to the conditions set forth in AmeriNet's Year 2000 Non-Qualified & Incentive Stock Option Plan, as supplemented by the specific personalizing provisions of exhibit 3.1(b) annexed hereto and made a part hereof. 3.2 Benefits. During the term of this Agreement, the Employee shall also be entitled to the benefits set forth in exhibit 3.2 annexed hereto and made a part hereof. 3.3 Indemnification. - --- --------------- AmeriCom will defend, indemnify and hold the Employee 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 AmeriCom, its affiliates or for other persons or entities at the request of the board of directors of AmeriCom, 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 the Employee to incur any out of pocket expenses; provided, however, that the Employee permits the majority stockholders of AmeriCom to select and supervise all personnel involved in such defense and that the Employee waive any conflicts of interest that such personnel may have as a result of also representing AmeriCom, its stockholders or other personnel and agrees to hold them harmless from any matters involving such representation, except such as involve fraud or bad faith. Article Four Special Covenants 4.1 Confidentiality, Non-Circumvention and Non-Competition. During the term of this Agreement, all renewals thereof and for a period of two years after its termination, the Employee hereby irrevocably agrees to be bound by the following restrictions, which constitute a material inducement for AmeriCom's entry into this Agreement and for AmeriNet's agreement to provide shares of its common stock as the securities underlying the Options: (a) Because the Employee will be developing for AmeriCom, making use of, acquiring and/or adding to, confidential information of special and unique nature and value relating to such matters as AmeriCom's trade secrets, systems, procedures, manuals, confidential reports, personnel resources, strategic and tactical plans, advisors, clients, investors and funders; as material inducement to the entry into this Agreement by AmeriCom, the Employee hereby covenants and agrees not to personally use, divulge or disclose, for any purpose whatsoever, directly or indirectly, any of such confidential information during the term of this Agreement, any renewals thereof, and for a period of two years after its termination. (b) The Employee hereby covenants and agrees to be bound as a fiduciary of AmeriCom, as if the Employee were a partner in a partnership bound by the partnership opportunities doctrine, as such concept has been judicially and legislatively developed in the State of Florida, and consequently, without the prior written consent of AmeriCom, on a specific, case by case basis, the Employee shall not, among other things, directly or indirectly: (1) Engage in any activities, whether or not for profit, competitive with AmeriCom's business. (2) Solicit or accept any person providing services to AmeriCom, whether as an employee, consultant or independent contractor, for employment or provision of services. (3) Induce any client or customer of AmeriCom to cease doing business with AmeriCom or to engage in business with any person engaged in business activities that compete with AmeriCom's business. (4) Divert any business opportunity within the general scope of AmeriCom's business and business capacity, to any other person or entity. 4.2 Special Remedies. In view of the irreparable harm and damage which would undoubtedly occur to AmeriCom as a result of a breach by the Employee of the covenants or agreements contained in this Article Four, and in view of the lack of an adequate remedy at law to protect AmeriCom's interests, the Employee hereby covenants and agrees that AmeriCom shall have the following additional rights and remedies in the event of a breach hereof: (a) In addition to and not in limitation of any other rights, remedies or damages available to AmeriCom, whether at law or in equity, it shall be entitled to a permanent injunction in order to prevent or to restrain any such breach by the Employee, or by the Employee's partners, agents, representatives, servants, employers, employees, affiliates and/or any and all persons directly or indirectly acting for or with him and the Employee hereby consents to the issuance of such a permanent injunction; and (b) Because it is impossible to ascertain or estimate the entire or exact cost, damage or injury which AmeriCom may sustain prior to the effective enforcement of such injunction, the Employee hereby covenants and agrees to pay over to AmeriCom, in the event the employee violates the covenants and agreements contained in Section 4.2 hereof, the greater of: (1) Any payment or compensation of any kind received by the Employee or by persons affiliated with or acting for or with the Employee, because of such violation before the issuance of such injunction, or (2) The sum of One Thousand ($1,000.00) Dollars per violation, which sum shall be liquidated damages, and not a penalty, for the injuries suffered by AmeriCom as a result of such violation, the Parties hereto agreeing that such liquidated damages are not intended as the exclusive remedy available to AmeriCom 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 AmeriCom from the injury caused by such breaches would be injunctive relief. 4.3 Cumulative Remedies. The Employee hereby irrevocably agrees that the remedies described in Section 4.2 shall be in addition to, and not in limitation of, any of the rights or remedies to which AmeriCom is or may be entitled to, whether at law or in equity, under or pursuant to this Agreement. 4.4 Acknowledgment of Reasonableness. (a) The Employee hereby represents, warrants and acknowledges that having carefully read and considered the provisions of this Article Four, the restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the interests of AmeriCom, its officers, directors and other employees; consequently, in the event that any of the above-described restrictions shall be held unenforceable by any court of competent jurisdiction, the Employee hereby covenants, agrees and directs such court to substitute a reasonable judicially enforceable limitation in place of any limitation deemed unenforceable and, the Employee hereby covenants and agrees that if so modified, the covenants contained in this Article Four shall be as fully enforceable as if they had been set forth herein directly by the Parties. (b) In determining the nature of this limitation, the Employee 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 these covenants not to circumvent, disclose or compete be imposed and maintained to the greatest extent possible. 4.5 Unauthorized Acts. The Employee hereby covenants and agrees not do any act or incur any obligation on behalf of AmeriCom except as authorized by its board of directors or by its stockholders pursuant to duly adopted stockholder action or reasonably inferred therefrom. Article Five Miscellaneous 5.1 Notices. (a) (1) All notices, demands or other communications hereunder shall be in writing, and unless otherwise provided, shall be deemed to have been duly given on the first business day after mailing by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: To the Employee: Marnie A. Vaughn; 1600 Tulane Street; Orlando, Florida 32804; Telephone (407) 648-5990; Fax (407) ___-____; e-mail mvaughn@callthefirm.com To AmeriCom: AmeriNet Communications, Inc.; Post Office Box 770787; Ocala, Florida 34477; 7325 Southwest 32nd Street; Ocala, Florida 34474; Telephone (352) 861-1350; Fax (352) 861-1339; e-mail thefirm@callthefirm.com; Attention: George Franjola, Vice President, with a fax copy to AmeriNet Group.com, Inc.; The Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431; Telephone (561) 998-3435, Fax (561) 998-3425; and, e-mail larry@amerinetgroup.com; Attention: Lawrence R. Van Etten, President; and AmeriNet Group.com, Inc.; 1941 Southeast 51st Terrace; Ocala, Florida 34471; Telephone (352) 694-9182; Fax (954) 694-1325; and e-mail vanessa@atlantic.net; Attention: Vanessa H. Lindsey, Secretary. (2) Copies of notices will also be provided to such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinafter set forth. (b) (1) The Parties acknowledge that The Yankee Companies, Inc., a Florida corporation ("Yankees") has acted as scrivener for the Parties in this transaction and that Yankees is neither a law firm nor an agency subject to any professional regulation or oversight. (2) Yankees has advised all of the Parties to retain independent legal and accounting counsel to review this Agreement on their behalf since it cannot provide any Party with legal advice. (3) This Agreement shall not be interpreted more or less strictly against any Party based on its authorship. 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 AmeriCom'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. 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 Marion County, Florida, to be selected by lot from six alternatives to be provided, two by AmeriCom's majority stockholder, two by AmeriCom and two by the Employee. (B) The mediation efforts shall be concluded within ten business days after their in itiation unless the Parties unanimously agree to an extended mediation period. (2) In the event that mediation does not lead to a resolution of the dispute then at the request of any Party, the Parties shall submit the dispute to binding arbitration before an arbitration service located in Marion County, Florida to be selected by lot, from six alternatives to be provided, two by AmeriCom's majority stockholder, two by AmeriCom and two by the Employee. (3) (A) Expenses of mediation shall be borne by AmeriCom, if successful. (B) Expenses of mediation, if unsuccessful and of arbitration shall be borne by the Party or Parties against whom the arbitration decision is rendered. (C) If the terms of the arbitral award do not establish a prevailing Party, then the expenses of unsuccessful mediation and arbitration shall be borne equally by the Parties. 5.8 Benefit of Agreement. (a) This Agreement may not be assigned by the Employee without the prior written consent of AmeriCom. (b) Subject to the restrictions on transferability and assignment contained herein, the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representative, estate, heirs and legatees. 5.9 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 AmeriCom. 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. In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below. Signed, Sealed & Delivered In Our Presence The Employee - -------------------------- - -------------------------- -------------------------- Marnie A. Vaughn Dated: October __, 2000 ____________________________ AmeriNet Communications, Inc. a Florida corporation. - -------------------------- __________________________ By: ___________________________ Lawrence R. Van Etten, President (CORPORATE SEAL) Attest: __________________________ Vanessa H. Lindsey, Secretary Dated: October___, 2000 Exhibit 2.2(a) General Description of Duties (A) Illustration of Services to be Provided The Employee shall serve as AmeriCom's vice president, client services, and shall perform the following duties: (1) (a) Recruitment, training and supervision of all of AmeriCom's sales marketing personnel, subject to such parameters as may be established from time to time by AmeriCom's board of directors, president and vice president for human resources; (b) Develop and monitor local sales marketing plans for AmeriCom's sales personnel, consistent with the marketing plan and objectives established from time to time by AmeriCom's board of directors and president; (c) Identification, recruitment and servicing of business accounts for AmeriCom in all areas that AmeriCom provides services, including, without limitation, media placement, cable leased access, advertising, marketing, public relations, video and audio production, artistic design, copy writing, web design and Internet related applications and performing such other related functions as are assigned by AmeriCom's board of directors, in each case subject to compliance with all applicable laws and fiduciary obligations; (d) Availability to consult with the board of directors, officers, employees and representatives and agents of AmeriCom at reasonable times concerning its duties under this Agreement and in order to assure that AmeriCom's records and information concerning its Client's are accurate, complete and current; and (e) Establishment and maintenance of contacting AmeriCom's clients on a regular basis to insure the client's active participation and ongoing involvement with AmeriCom. (f) Coordination between AmeriCom's clients and AmeriCom personnel to insure harmonious working relationships and assistance in resolving problems or disputes AmeriCom may have with any clients. (g) Meeting the sales parameters and objectives established for the Employee by AmeriCom. (2) The Employee shall also be subject to AmeriCom's generally applicable rules and regulations governing the conduct of its employees, current copies of which will be posted on AmeriCom's employees' information website. (B) Termination of Client Contact The Employee shall restrict or cease, as directed by AmeriCom, all efforts on behalf of AmeriCom's clients, including all dissemination of information regarding AmeriCom's clients, immediately upon receipt of instructions (in writing by fax or letter) to that effect from AmeriCom. (C) Avoidance of Negative Activities The Employee shall not take any action which would in any way adversely affect the reputation, standing or prospects of AmeriCom or AmeriCom's clients or which would cause AmeriCom or its clients to be in violation of applicable laws. (D) Representations & Warranties The Employee hereby represents, warrants, acknowledges and covenants that: (1) He, she or it: (a) Is subject to no legal, self regulatory organization 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, will immediately bring to the attention of AmeriCom any facts required to make the foregoing representation and warranty continuingly accurate throughout the term of this Agreement, or any supplements or extensions thereof. (b)(1) Has and will have access to certain confidential information of AmeriCom and its affiliates that may be regulated by applicable federal and state securities laws such as the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act") because AmeriCom is a wholly owned subsidiary of a public company subject to Section 12(g) of the Exchange Act, including restrictions on the release or use of "material inside information." (2) Will not, during the term of this Agreement or thereafter, disclose, without the prior written consent or authorization of AmeriCom, any of such information to any person, for any reason or purpose whatsoever and the Employee agrees that authorization or consent to disclose by AmeriCom may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protection order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process. (2) In rendering his services, the Employee shall not disclose to any third party any confidential non-public information furnished by AmeriCom or its clients or otherwise obtained by him, her or it with respect to AmeriCom or its clients. (E) Duty of Loyalty and Conflicts Resolution The Employee's primary duties shall be to AmeriCom and in the event of a conflict, perceived or actual, between the Employee's obligations to AmeriCom and AmeriCom's clients, the Employee's duties to AmeriCom shall be controlling. Exhibit 3.1(a) Compensation The Employee shall be entitled to the following compensation: A. (1) A commission, payable monthly, subject to continuing annualizing adjustments as described below, equal to: (a) 7.5% of media placement income generated directly by the Employee, predicated on the assumption that the related media income received by AmeriCom constitutes no less than 15% and therefore the Employee is receiving 50% of the related payments to AmeriCom, with any variations of such assumption resulting in a pro rata decrease of the percentage to which the Employee will be entitled (the "Media Placement Commissions"); and (b) 10% of the gross income other than media placement income (net of required allocations or payments to third parties) that the Employee generates for AmeriCom (the "General Commission"). (c) An override equal to .75% of the commissions paid to members of her personal sales staff by AmeriCom (the "Override Commission," the Override Commission, the Media Placement Commission and the General Commission being hereinafter collectively and generically referred to as the "Commission"). (2) (a) The Commission will be determined in accordance with generally accepted accounting practices, consistently applied ("GAAP") and shall be payable less the continuing annualizing adjustments described below, within ten business days after the end of the month during which AmeriCom receives the related payments, in cleared funds, and in a manner permitting AmeriCom to treat such payments as fully earned in accordance with GAAP. (b) The Commission will be adjusted within ten business days following the date that the audit of AmeriCom's financial statements for each fiscal year to correct any miscalculations during the year. (3) In addition to the Commissions, the Employee shall be entitled to a monthly salary in the sum of $5,000 (the "Salary"), payable in equal bimonthly installments. (B) The Employee may also be entitled to additional incentive bonuses based on attainment of projections and goals established by AmeriCom's board of directors, on such terms as may be negotiated by the Parties and documented in a written and signed supplement to this Agreement. Exhibit 3.1(b) Incentive Stock Option Provisions The Employee shall receive incentive stock options as governed by Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), permitting purchase of 25,000 shares of AmeriNet's common stock, $0.01 par value at an exercise price of $0.475 per share (the price per share on the date the terms of this Agreement were accepted by the Employee), subject to the following conditions and requirements (the "Options"): (A) The Employee's rights to the Options will vest only if the Employee remains in the employ of AmeriCom, AmeriNet or another AmeriNet subsidiary for an uninterrupted period of one fiscal year following the date of the Agreement. (B) The Options will be exercisable for a period ending on the earlier of the final day of the third fiscal year after which they first become vested or the 90th day after termination of the Employee's employment by AmeriCom, all other terms pertaining to the Options being reflected in AmeriNet's Non-Qualified Stock Option & Stock Incentive Plan, Effective as of March 8 , 2000 filed by AmeriNet with the United States Securities and Exchange Commission (the "Commission"), a copy of which is maintained on the AmeriCom employees' information website and which the Employee has downloaded and printed. (C) (1) Neither the Options nor the shares of AmeriNet's common stock issuable upon their exercise have been registered with the Commission; rather, they have been issued in reliance on the exemption from required registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). (2) Consequently, neither the Options nor the underlying shares of AmeriNet's common stock may be publicly resold except in compliance with the requirements of Commission Rule 144 unless they are hereafter registered with the Commission. (3) Registration on Commission Form S-8 may be available for registration of the shares of AmeriNet common stock underlying the Options at the time they become exercisable; however, certain factors may lead AmeriNet not to file such registration statement, such as agreements with funders, underwriters or market makers in AmeriNet's securities, the unavailability of adequate information, the failure of AmeriNet to maintain its status as an issuer with a class of securities registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (4) In the event that AmeriNet does file a registration statement on Form S-8 the Options provided for by this Agreement will be included if legally eligible. (D) (1) The Code provides significant benefits involving taxation for qualified incentive stock options; however, the benefits are conditioned on compliance with requirements pertaining to the time that the AmeriNet common stock must be held prior to its disposition, the price that must be paid on exercise and the term of the Options. (2) The Employee will be provided access to publications by third parties that explain such requirements, at the Employee's request, but should rely on advice provided only from the Employee's own legal, accounting and tax advisors. Exhibit 3.2 Employee's Benefits (A) The Employee shall be entitled to the following benefits, starting as of the ninetieth day following the Employee's first association as an Employee with AmeriCom, or with any affiliate of AmeriCom (e.g., Lorilei Communications, Inc.): (1) A $95 per month allowance towards payment of health insurance premiums under AmeriCom's health insurance plan; (2) Forty hours of personal time on an annualized basis, vesting at the rate of four hours per month; (3) Seven paid holidays per year, including religious holidays selected by the Employee. (B) After completion of the first year following the Employee's first association as an Employee with AmeriCom, or with any affiliate of AmeriCom, forty hours of paid vacation time per year, increased to 80 hours of paid vacation time after completion of the third year as an Employee with AmeriCom, or with any affiliate of AmeriCom. (1) If deemed appropriate under the circumstances by AmeriCom's board of directors, an expense allowance in an amount established from time to time by AmeriCom's board of directors for traveling, telephone and other direct business expenses required in connection with the performance of the Employee's duties hereunder, the amount of the allowance being limited to actual expenditures verified and documented as required by AmeriCom for audit purposes, for tax deduction purposes and in order to assure compliance with applicable laws and regulations; provided that, without the prior consent of AmeriCom's stockholders, such expense allowance may not exceed $250 during any consecutive 30 day period. Currently, such expense allowance has been set at the maximum $250 per month. (2) The Employee shall be entitled to receive all other benefits of employment generally available to all of AmeriCom's employees, provided that such benefits have been approved by AmeriCom's stockholders. A current list of generally applicable benefits shall be posted on AmeriNet's employees' information website. EX-10.61 4 0004.txt PROMISSORY NOTE Promissory Note $241,000.00 Dated: October 12, 2000 For value received, Lorilei Communications, Inc., a Florida corporation (hereinafter referred to as the "Maker"), promises to pay to the order of AmeriNet Group.com, Inc., a publicly held Delaware corporation with a class of securities registered under Section 12(g) of the Exchange Act and a current principle address at The Crystal Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431 (the "Payee" or "AmeriNet"), the principal sum of $241,000.00 heretofore loaned by AmeriNet to the Maker as described in exhibit 0.1 annexed hereto and made a part hereof, with interest at the annualized rate of 8%, on demand at any time after December 31, 2000, subject to acceleration or forfeiture, as hereinafter described, in lawful money of the United States at the Payee's address or at such other address as may be designated by the Payee. Terms 1. Forfeiture, Prepayment & Acceleration (a) This Note may be prepaid by the Maker at any time without penalty. (b) The Maker and any endorsers of this Note agree to waive demand, notice of non-payment, and protest, and in the event suit shall be brought for the collection hereof or the same has to be collected by the demand of an attorney, to pay reasonable attorney's fees for making such collection. 2. Collateral (a) This Note is secured by all of the Assets described in exhibit 2(a) annexed hereto and made a part hereof (the"Collateral"), none of which may be transferred, conveyed, hypothecated or encumbered in any manner without the payee's prior written consent until this Note is fully paid. (b) The Maker has executed UCC Forms 1, as required to perfect the security interest established hereby in the State of Florida. 3. Representations & Warranties The Maker hereby represents, warrants and covenants that: (a) No material adverse change in the business or the financial condition of the Maker since the date of the latest financial information furnished by the Maker to AmeriNet has occurred, other than as heretofore disclosed to AmeriNet's chief financial officer; (b) All acts, conditions and things (including, without limitation, the making of any required filings, recordings or registrations) required to be done or performed and to have happened pursuant to this Note have been done and performed; (c) All corporate, and legal proceedings and all documents and instruments in connection with the authorization of the this Note, this Note and all related instruments and ancillary documentation thereto will be delivered to AmeriNet and its legal counsel concurrently with the execution of this Note and AmeriNet will be immediately provided with all information and copies of all other related documents and instruments, including records of corporate proceedings, which AmeriNet and its legal counsel may reasonably have requested in connection therewith, such documents and instruments, where appropriate, to be certified by proper corporate, or governmental authorities; and (d) AmeriNet will be immediately provided with the duly executed originals of the Forms UCC-1 and this Note and all related ancillary documentation thereto and delivered in connection therewith, and copies or originals of all other documents, agreements and instruments relating to any aspect of the transactions required hereby to including evidence of insurance coverage of the Collateral required by AmeriNet. 4. Mandatory Prepayment in the Event of Loss; Loan Repayment. (a) The Maker shall keep all of the Collateral fully insured under all risk insurance policies acceptable in form and substance to the Payee, such insurance to be in an amount adequate to fully replace all the Collateral in the event of its damage or loss. (b) In the event that the Collateral shall be lost, stolen, destroyed, damaged or rendered unfit for normal use, or in the event of any condemnation, confiscation, seizure, or requisition of title to or use of the Collateral, the Maker agrees to immediately make available any insurance proceeds for the exclusive purpose of replacing the Collateral; if, however, the Maker elects not to repair or replace the Collateral within 10 days of the Maker's receipt of the insurance proceeds, all insurance proceeds shall be applied to a then mandatory prepayment of this Note. 5. Place of Payments. Payment of principal, interest and other sums due or to become due with respect to this Note are to be made at the office of principal executive offices of AmeriNet in Boca Raton, Florida, or such other place as AmeriNet shall designate to the Maker in writing, in lawful money of the United States of America in immediately available funds. 6. Late Payments & Other Charges. (a) If any amount due with respect to the payment of this Note is not paid when the same shall be due, the Maker will, unless excused, on a specific case by case basis, in writing by AmeriNet, pay interest on any such overdue amount at the highest rate permitted by law until the date such amount is paid. (b) The Maker shall pay or cause to be paid, in addition to all other amounts payable hereunder: (1) Premiums for insurance required to be obtained in connection with the Loans and the Collateral; (2) Fees paid for filing documents in public offices in connection with the transactions contemplated hereby; and (3) Actual expenditures, including reasonable attorney's fees, for proceedings to collect this Note or to enforce, preserve and protect the Collateral (as such term is defined herein) and the rights and interest of AmeriNet therein. 7. Rights and Powers with Respect to the Collateral. The Maker hereby authorizes AmeriNet to do every act and thing in the name of the Maker which AmeriNet may deem advisable to enforce effectively its rights and interest in and to the Collateral and the maker hereby irrevocably appoints AmeriNet its true and lawful attorney, with full power of substitution and revocation, to demand, enforce, collect, receive, receipt and give releases for any funds due or to become due under or arising out of or with respect to, any of the Collateral and to endorse all checks and other instruments, and to do and take all such other actions relating to any of the Collateral, to file any claims or institute any proceedings with respect to any of the foregoing which AmeriNet deems necessary to advisable and to compromise any such demand, claim or action. 8. Assignments, Encumbrances, Transfers. (a) The Maker will not, without the prior consent of AmeriNet, assign or transfer any of its rights to or sell, dispose or otherwise grant any interest in or to any of the Collateral, or create, incur or suffer to exist any lien, charge, mortgage, security interest or encumbrances upon any of the Collateral, except the lien of AmeriNet created by this Note; provided, however, that Maker may sell, transfer or otherwise dispose of its ownership interest or grant a lien, charge, mortgage, security interest to encumbrance in and to the Collateral if such sale, transfer, or other disposition or grant of lien, charge, mortgage, security interest or encumbrance is expressly made subject and subordinate to AmeriNet's first priority security interest as created by this Note and the Maker's buyer, transferee of lien holder acknowledges AmeriNet's first priority security interest in and to the Collateral by executing and delivering to AmeriNet such acknowledgment, provided that, AmeriNet shall have previously given its consent and approval as to such buyer or transferee, which consent and approval may be withheld for any reason. (b) In the event of any conveyance, foreclosure or other disposition of collateral without AmeriNet's consent, then the entire principal balance under all Loans and guarantees, together with all accrued interest shall be immediately due and payable. 9. Further Representations and Warranties. The Maker hereby represents, warrants and covenants that: (a) As of the date of this Note it is not insolvent within the meaning of applicable state and federal law; (b) It is a corporation duly organized and validly existing in good standing under the laws of the State of Florida and that it has full power and authority to enter into this Note, respectively, and to consummate the transactions contemplated hereby and thereby; (c) This Note, the assignments and the granting of the security interests provided for herein have been duly authorized by all necessary corporate action and hereby and thereby constitute legal, valid and binding obligations of the Maker, enforceable in accordance with their respective terms; (d) The making and performance by the Maker of the obligations undertaken under this Note, and any related documents and the transactions contemplated hereby and thereby do not contravene any provisions of law applicable to it and do not conflict or are not inconsistent with, and will not result (with or without the giving of notice or both) in a breach of or constitute a default or require any consent under, or result in the creation of any lien, charge or encumbrance upon the Collateral pursuant to the terms of any credit agreement, indenture, mortgage, purchase agreement, deed of trust, security agreement, lease guarantee or other instrument to which it is a party or by which it may be bound or to which its properties may be subject; (e) All sales, use, property or other taxes, licenses, tolls, inspection or other fees, bonds, permits or certificates which were or may be required to be paid or obtained in connection with the acquisition of the Collateral will have been, or when due will be, paid in full or obtained; (f) The Maker has good, valid and marketable title to the Collateral free and clear of all liens, claims and encumbrances, other than a lien in favor of Yankees pursuant to the terms of the revolving loan agreement between AmeriNet and Yankees, a copy of which has been filed with the Securities and Exchange Commission, and, the specific liens and encumbrances disclosed in exhibit 9(f) annexed hereto and made a part hereof (the "Pre-existing Liens"); (g) At least concurrently with the date of this Note AmeriNet will have a perfected continuing first priority security interest in and to all the Collateral, except with reference to the Pre-existing Liens, in which case the continuing security interest shall be inferior only to the Pre-existing Liens; and (h) The Maker has not entered into any understanding or agreement, (oral or in writing) relating to the transactions contemplated herein, or any other transactions contemplated or permitted by this Note with any person or entity which understanding, agreement or other writing would, in the determination of AmeriNet, affect the Collateral in any manner whatsoever or any of the rights or interests of AmeriNet with respect thereto. 10. Default; Remedies. In the event: (a) Of a failure of the Maker to pay any amount when due hereunder for a period of 10 days after written notice by AmeriNet to the Maker; (b) Of a failure by the Maker to perform any agreement or undertaking under this Note or any other agreement or document given to evidence or secure any of this Note; (c) Any warranty, representation, covenant or agreement made by the Maker to AmeriNet under this Note relating to any related document or this Note proves to be incorrect or untrue in any material respect at the time when made; (d) The Maker shall become insolvent or cease doing business as a going concern or become unable to pay its debts generally as such debts become due, or a petition or order for relief under the bankruptcy laws or insolvency laws or for reorganization, composition, adjustment, or other relief of debtors under any law is filed by or against the Maker and such petition is not dismissed within 30 days, or the Maker makes an assignment for the benefit of creditors, or a receiver or liquidator is appointed for the Maker, or a court of competent jurisdiction orders the winding up or liquidation of the affairs of the Maker; (e) The Maker is dissolved; (f) A major shareholder's interest in the corporation shall be conveyed, foreclosed upon or transferred in any manner, without the Payee's prior consent; or (g) Any person, entity or governmental instrumentality shall make a claim against the Maker or any part of the Collateral; (each of the events referred to in the foregoing Subsections (a) through (g) being hereinafter referred to as a "Default"), then, in any such event, AmeriNet may accelerate the full amount of this Note in which event such amount will become immediately due and payable by the Maker without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and AmeriNet may pursue all of the rights and remedies with respect to the Collateral accruing to AmeriNet hereunder or by operation of law as a secured creditor under the Uniform Commercial Code or other applicable law and all such available rights and remedies, to the full extent permitted by the law, shall be cumulative and not exclusive. 11. Application of Proceeds. Upon enforcement of this Note, all funds received upon the foreclosure and liquidation of the Collateral shall be applied by AmeriNet as follows: (a) To the payment of all costs, expenses, liabilities and compensation of AmeriNet (including fees and expenses of its agents and legal counsel) incurred or accrued in connection with any action or proceeding brought by AmeriNet or in connection with the maintenance, sale or other disposition of the Collateral or any portion thereof. (b) To the payments of all amounts then due and payable on this Note. (c) To the payment of any surplus then remaining to the Maker or other person legally entitled thereto. 12. Receipt of Funds by the Maker. Notwithstanding the granting to AmeriNet of a first priority security interest in and to the Collateral, and a first lien on the capital stock of the Maker, if, at any time while this Note remains unsatisfied, the Maker shall receive any amount representing funds due, or proceeds of, any of the Collateral, such sums shall be held by the Maker in trust for AmeriNet and shall be immediately paid by the Maker to AmeriNet in the form so received, together with any necessary endorsement thereon. 13. Further Assurances. The Maker agrees to execute and deliver to AmeriNet, or cause to be executed and delivered to AmeriNet, such further instruments and documents as may be reasonably requested by AmeriNet to carry out fully the intent and accomplish the purposes of this Note, and the transactions referred to herein and therein, and to protect and maintain the first priority security interest of AmeriNet in and to the Collateral. 14. Financials. The Maker hereby represents, warrants, and covenants to AmeriNet that it will cause to be delivered to AmeriNet as soon as practicable: (a) but in any event within 90 days after the end of each fiscal year, statements of earnings and retained earnings and changes in its financial position for such year, and its balance sheet at the end to such fiscal year, setting forth in each case in comparative form the corresponding figures of the previous annual audit, all in reasonable detail and certified by, and accompanied by a report or opinion of, independent certified public accountants of recognized standing acceptable to AmeriNet, and (b) within 45 days after the end of each fiscal quarter, its statements of earnings and retained earnings and changes in financial position for such fiscal quarter, and its balance sheet at the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures of the previous quarterly audit, all in reasonable detail and prepared in accordance with generally accepted accounting principles and certified by the Maker's Chief Financial Officer. 18. Miscellaneous. (a) No Waiver; Cumulative Remedies. (1) No failure or delay on the part of AmeriNet in exercising any right, power or privilege hereunder or under this Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. (2) No right or remedy in this Note is intended to be exclusive but each shall be cumulative and in addition to any given AmeriNet at law or in equity; and the exercise by AmeriNet of any one or more of such remedies shall not preclude the simultaneous or later exercise by AmeriNet of any or all such other remedies. No express or implied waiver by AmeriNet of any future or subsequent Default. (3) To the extend permitted by law, the Maker waives any rights now or hereafter conferred by statute or otherwise which limit or modify any of AmeriNet's rights or remedies under this Note. (b) Notices. All notices, requests and demands to or upon any party hereto shall be deemed to have been duly given or made when deposited in the United States mail, first class postage prepaid, addressed to such party at such address as may be hereafter designated in writing by such party to the other Party hereto. (c) Payment of Expenses and Taxes; Performance by AmeriNet of Maker's Obligations. (1) The Maker agrees to pay all: (A) Costs and expenses of AmeriNet in connection with the negotiation, preparation, execution and delivery of this Note and the other documents relating hereto, including, without limitation, the reasonable fees and disbursements of counsel to AmeriNet; (B) Fees and taxes in connection with the recording of this Note or any other document or instrument required hereby; and (C) Costs and expenses of AmeriNet in connection with the enforcement of this Note including all legal fees and disbursements arising in connection therewith. (2) The Maker also agrees to pay, and to indemnify and hold AmeriNet harmless from any delay in paying: all taxes, including without limitation, sales, use, stamp and personal property taxes (other than any corporate income, capital, franchise or similar taxes payable by AmeriNet with respect to the payments made to AmeriNet hereunder or thereunder); and, all license, filing, and registration fees and assessments and other charges, if any, which may be payable in connection with the execution, delivery and performance of this Note, or any modification thereof. (3) If the Maker fails to perform or comply with any of its agreements contained herein and AmeriNet shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of AmeriNet incurred in connection with such performance or compliance, together with interest thereon at the highest rate legally permitted shall be payable by Maker to AmeriNet on demand and until such payment shall constitute part of this Note secured hereby. (d) Survival of Representations and Warranties. All representations and warranties made in this Note and any documents delivered pursuant hereto or thereto shall survive the execution and delivery of this Note. (e) Amendments. This Note may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of a change, waiver, discharge or termination is sought. (f) Counterparts. This Note may be executed by the parties hereto on any number of separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. (g) Headings. The headings of the Sections and Paragraphs are for convenience only, are not part of this Note and shall not be deemed to effect the meaning or construction of any of the provisions hereof. (h) Successors or Assigns. This Note shall be binding upon and inure to the benefit of Maker and AmeriNet and their respective successors and assigns, except that Maker may not assign or transfer its rights or obligations hereunder or any interest herein without the prior written consent of AmeriNet. (i) Construction. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida. (j) Severability. If any provision or any portion of any provision of this Note, 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 Note or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. (k) Number and Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties, or their personal representatives, successors and assigns may require. (l) Jurisdiction. (1) The Maker hereby irrevocably consents and agrees that any legal action, suit or proceeding arising out of or in any way related to this Note or the transactions contemplated hereby, shall be instituted or brought in a forum, either legal or arbitral, in Palm Beach County, Florida, and by execution and delivery of this Note, the Maker hereby irrevocably accepts and submits to, for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of any such tribunal, and to all proceedings in such tribunal. (2) The Maker irrevocably consents to service of any summons and/or legal process by registered or certified United States air mail, postage prepaid, to Maker at the address set forth in any filing with the Florida Department of State or the Securities and Exchange Commission, such method of service to constitute, in every respect, sufficient and effective service of process in any such legal action or proceeding. (3) Nothing in this Note shall affect the right to service of process in any other manner permitted by law or limit the right of AmeriNet to bring actions, suits or proceedings in the courts or tribunals of any other jurisdiction. (4) The Maker further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the Maker's liability. (m) License. This form of Note is the property of The Yankee Companies, Inc.. The use hereof by the Parties is authorized hereby solely for purposes of this transaction and, the use of this form of agreement or of any derivation thereof without The Yankee Companies, Inc.'s prior written permission is prohibited. * * * IN WITNESS WHEREOF, the Maker has executed this instrument, effective as of the 12th day of October, 2000. Signed, Sealed & Delivered In Our Presence: Lorilei Communications, Inc. - ------------------------ ________________________ By: /s/ Lawrence R. Van Etten Lawrence R. Van Etten, President Attest: /s/ Vanessa H. Lindsey Vanessa H. Lindsey, Secretary Exhibit 0.1 Schedule of Money Loaned to Lorilei by AmeriNet Date Amount Loaned 5/15/00 $95,000.00 5/18/00 $5,000.00 6/30/00 $7,000.00 7/6/00 $20,000.00 7/7/00 $3,000.00 7/11/00 $7,000.00 8/3/00 $10,000.00 8/4/00 $7,000.00 8/9/00 $10,000.00 8/21/00 $10,000.00 8/25/00 $10,000.00 8/29/00 $5,000.00 9/5/00 $12,000.00 9/11/00 $8,000.00 9/20/00 $4,000.00 9/21/00 $11,000.00 10/5/00 $17,000.00 Total Loaned as of 10/5/00 $241,000.00 Exhibit 2(a) Legal Description of the Collateral The information reflected in Exhibit 1.1 (W), Material Contracts; Exhibit 1.1 (Z), Legal Description of Real Property and Improvements; Schedule 1.1 (Y), Work Orders, of the Asset Purchase Agreement between AmeriNet Group.com and Lorilei Communications, Inc. is incorporated herein. Exhibit 9(f) The Pre-existing Liens The information reflected in Exhibit 1.1(C), The Assumed Liabilities; Schedule 2.1(B)(2), Excluded Liabilities, or the Asset Purchase Agreement between AmeriNet Group.com and Lorilei Communications, Inc. is incorporated herein. -----END PRIVACY-ENHANCED MESSAGE-----