Superseder & Settlement Agreement

     This  Superseder  &  Settlement  Agreement  (the  "Agreement")  is made and
entered into by and among  AmeriNet  Group.com,  Inc., a publicly  held Delaware
corporation  with a class of  securities  registered  under Section 12(g) of the
Exchange  Act  ("AmeriNet");  and,  David K.  Cantley,  a Florida  resident  who
currently serves as an officer of AmeriNet or as a member of AmeriNet's board of
directors (Mr.  Cantley;"  AmeriNet and Mr. Cantley being sometimes  hereinafter
collectively referred to as the "Parties" or generically as a "Party").

                                    Preamble:

     WHEREAS,  AmeriNet is entering into a reorganization  agreement pursuant to
Section  368(a)(1)(B)  of the Code  with  Park  City  Group,  Inc.,  a  Delaware
corporation  headquartered in Park City Utah ("PCG") pursuant to which, AmeriNet
must, at the time of closing,  secure the resignation of all of its officers and
directors, other than Mr. Edward C. Dmytryk, who will remain on AmeriNet's board
of directors as a designee of the Yankee Companies,  Inc., a Florida corporation
("Yankees"),  and discharge all liabilities and obligations to them, as a result
of which,  AmeriNet must enter into  agreements  with all existing  officers and
directors to terminate all agreements and secure their  resignations,  as of the
closing on the PCG acquisition, subject to the condition precedent that it is in
fact acquired and

     WHEREAS,  subject to the terms and conditions set forth below,  Mr. Cantley
is  agreeable to making the  concessions  required in order for AmeriNet to meet
the conditions and obligations of its proposed agreement with PCG:

     NOW,   THEREFORE,   in  consideration   of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:

                                   Witnesseth:

                                    Article I
                                   Definitions

     The following terms or phrases,  as used in this  Agreement,  will have the
following meanings:

(A)  Accredited Investor:

     An investor  that meets the  requirements  for  treatment as an  accredited
investor,  as defined in Rule 501(a) of Commission  Regulation D, which provides
as follows:

     Accredited investor.  "Accredited  investor" will mean any person who comes
     within  any of the  following  categories,  or who  the  issuer  reasonably
     believes comes within any of the following  categories,  at the time of the
     sale of the securities to that person:

          (1) Any bank as defined in section  3(a)(2) of the Act, or any savings
          and loan  association  or other  institution  as  defined  in  section
          3(a)(5)(A)  of the Act whether  acting in its  individual or fiduciary
          capacity;  any broker or dealer  registered  pursuant to section 15 of
          the Securities  Exchange Act of 1934; any insurance company as defined
          in section 2(13) of the Act; any investment  company  registered under
          the Investment Company Act of 1940 or a business  development  company
          as defined in section 2(a)(48) of that Act; Small Business  Investment
          Company  licensed  by the U.S.  Small  Business  Administration  under
          section  301(c) or (d) of the Small  Business  Investment Act of 1958;
          any   plan  established  and  maintained   by  a state, its  political



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          subdivisions,or  any  agency  or  instrumentality  of a  state  or its
          political subdivisions for the benefit of its employees,  if such plan
          has total assets in excess of $5,000,000; employee benefit plan within
          the meaning of the Employee  Retirement Income Security Act of 1974 if
          the  investment  decision is made by a plan  fiduciary,  as defined in
          section  3(21) of such Act,  which is either a bank,  savings and loan
          association,  insurance company, or registered  investment adviser, or
          if the employee  benefit plan has total assets in excess of $5,000,000
          or, if a self-directed plan, with investment  decisions made solely by
          persons that are accredited investors;

          (2) Any  private  business  development  company as defined in section
          202(a)(22) of the Investment Advisers Act of 1940;

          (3) Any  organization  described in Section  501(c)(3) of the Internal
          Revenue Code, corporation, Massachusetts or similar business trust, or
          partnership,  not formed for the  specific  purpose of  acquiring  the
          securities offered, with total assets in excess of $5,000,000;

          (4) Any director,  executive officer, or general partner of the issuer
          of the  securities  being offered or sold, or any director,  executive
          officer, or general partner of a general partner of that issuer;

          (5) Any natural person whose  individual net worth, or joint net worth
          with  that  person's  spouse,  at the  time  of his  purchase  exceeds
          $1,000,000;

          (6) Any  natural  person  who had an  individual  income  in excess of
          $200,000  in each of the two most  recent  years or joint  income with
          that person's  spouse in excess of $300,000 in each of those years and
          has a reasonable  expectation of reaching the same income level in the
          current year;

          (7) Any trust,  with total assets in excess of $5,000,000,  not formed
          for the specific  purpose of acquiring the securities  offered,  whose
          purchase  is  directed  by a  sophisticated  person  as  described  in
          ss.230.506(b)(2)(ii); and

          (8) Any  entity  in which  all of the  equity  owners  are  accredited
          investors.

(B)      (1)   Closing:

               The  effectuation  of  the   transactions   called  for  by  this
               Agreement,   including  exchange  of  securities,   execution  of
               instruments, stock certificates, stock powers, releases and other
               documents.

         (2)   Closing Date: The date on which the Closing takes place.

         (3)   PCG Closing: The Closing on AmeriNet's  reorganization  agreement
               with PCG,  which  shall  take  place  concurrently  with and as a
               condition to the Closing.

(C)  Code:

     The Internal Revenue Code of 1986, as amended.

(D)  Commission:

     The United States Securities and Exchange Commission.

(E)  EDGAR:

     The Commission's  electronic data gathering and retrieval system accessible
by the  public  at  the  Commission's  website  located  at  http://www.sec.gov.


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(F)      (1)   Exchange Act: The Securities Exchange Act of 1934, as amended.

         (2)   Exchange Act Reports:

               The reports on Commission Forms 10-SB, 10-KSB, 10-QSB and 8-K and
               Commission  Schedules  14A and 14C,  that AmeriNet is required to
               file pursuant to Sections 13, 14, 15(d) and 12(g) of the Exchange
               Act.

(G)  Florida Act:

     The Florida Securities and Investor Protection Act.

(H)  Florida Rule:

          Florida  Rule  3E-500.005,   which  provides  as  follows:  Disclosure
     requirements of Section 517.061(11)(a)3., Florida Statutes.

         (1)   Transactions  by an  issuer  which  do  not  satisfy  all  of the
               conditions of this rule will not raise any  presumption  that the
               exemptions provided by Section  517.061(11),  Florida Statutes is
               not available for such  transactions.  Attempted  compliance with
               this rule does not act as an election;  the issuer can also claim
               the  availability  of  Section  517.061(11),   Florida  Statutes,
               outside this rule.

         (2)   The determination as to whether sales of securities are part of a
               larger  offering (i.e.,  are deemed to be integrated)  depends on
               the particular facts and  circumstances.  In determining  whether
               sales  should be regarded as part of a larger  offering  and thus
               should be  integrated,  the  facts  described  in Rule  3E-500.01
               should be considered.

         (3)   Although  sales made  pursuant  to Section  517.061(11),  Florida
               Statutes,  and in compliance  with this rule, are exempt from the
               registration  provisions  of this Act,  such  exemption  does not
               avoid the antifraud  provisions of Sections  517.301 and 517.311,
               Florida Statutes.

         (4)   The provisions of this rule will apply only to transactions which
               are consummated with persons in the State of Florida.

         (5)   The requirements of Sections 517.061(11)(a)(3), Florida Statutes,
               that each purchaser,  or his  representative  be provided with or
               given  reasonable  access  to full  and  fair  disclosure  of all
               material  information  will be deemed to be  satisfied  if either
               paragraphs (5)(a) or (5)(b) are complied with:

               (a)  Access to or Furnishing of  Information.  Reasonable  access
                    to,  or the  furnishing  of,  material  information  will be
                    deemed  to  have  been  satisfied  if  prior  to the  sale a
                    purchaser is given access to the following information:

                    1.  All material books and records of the issuer; and

                    2.  All  material  contracts  and documents relating  to the
                        proposed transaction; and

                    3.  An  opportunity  to  question  the appropriate executive
                        officers or partners.
                                    .



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         (6)   In the  case  of an  issuer  that  is  subject  to the  reporting
               requirements  of Section 13 or 15(d) of the  Securities  Exchange
               Act of 1934, the provisions of paragraph (5)(b) of this rule will
               be deemed satisfied by providing the following:

               (a)  The  information  contained in the annual report required to
                    be filed  under  the  Securities  Exchange  Act of 1934 or a
                    registration  statement on Form S-1 [CCH Federal  Securities
                    Law  Reporter  P. 7121 ] under the  Securities  Act of 1933,
                    whichever  filing is the most  recent  required to be filed,
                    and  the  information  contained  in  any  definitive  proxy
                    statement required to be filed pursuant to Section 14 of the
                    Securities  Exchange  Act of  1934  and in  any  reports  or
                    documents  required  to be filed by the issuer  pursuant  to
                    Section  13(a) or 15(d) of the  Securities  Exchange  Act of
                    1934, since the filing of such annual report or registration
                    statement; and

                (b) A brief description of the securities being offered, the use
                    of the proceeds from the offering,  and any material changes
                    in the  issuer's  affairs  which  are not  disclosed  in the
                    documents furnished.

(I)      Reorganization:

          The corporate  events effected in reliance on Section  368(a)(1)(B) of
     the Code  which  are to take  place on or about  April  17,  2001,  between
     AmeriNet  and PCG as a result  of  which  PCG  will  become a wholly  owned
     subsidiary  of AmeriNet and the former PCG  securities  holders will become
     the controlling stockholders of AmeriNet.

(J)      Reorganization Agreement:

          The  agreement  between  AmeriNet and all of the  stockholders  of PCG
     pursuant to which the Reorganization is to be effected.

(K)      Rule 144(d)(3)(ii)

          [Persons Deemed Not to Be Engaged in a Distribution  and Therefore Not
     Underwriters]  .... (ii) Conversions.  If the securities sold were acquired
     from the issuer for a consideration  consisting  solely of other securities
     of the same issuer  surrendered for conversion,  the securities so acquired
     shall be deemed to have been  acquired  at the same time as the  securities
     surrendered for conversion ....

(L)       S-8 Shares The shares to be issued  registered  by  AmeriNet  with the
     Commission  on Form S-8 and issued to Mr.  Cantley in  satisfaction  of all
     compensation  due him under all agreements to provide services to AmeriNet,
     including reimbursement for all expenses associated therewith.

(M)      Section 3(a)(9)
        (1)    Sec. 3(a) of the  Securities  Act,  which  provides as follows in
               subsection  (9):  Except as  hereinafter  expressly  provided the
               provisions  of this title shall not apply to any of the following
               classes of securities:  .... [Securities  Exchanged with Security
               Holders] Sec. 3(a)(9) Except with respect to a security exchanged
               in a case under title 11 of the United States Code,  any security
               exchanged  by the  issuer  with  its  existing  security  holders
               exclusively where no commission or other  remuneration is paid or
               given directly or indirectly for soliciting such exchange;



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         (2)   Commission Regulations ss.230.149,  [Definition of "Exchanged" in
               Section 3(a)(9), for Certain Transactions]:  The term "exchanged"
               in section  3(a)(9)  shall be deemed to include the issuance of a
               security  in  consideration  of the  surrender  by  the  existing
               security holders of the issuer, of outstanding  securities of the
               issuer,  notwithstanding  the  fact  that  the  surrender  of the
               outstanding  securities  may be required by the terms of the plan
               of  exchange  to be  accompanied  by such  payment in cash by the
               security  holder  as may be  necessary  to  effect  an  equitable
               adjustment,  in respect of dividends or interest  paid or payable
               on the  securities  involved  in the  exchange,  as between  such
               security  holder  and other  security  holders  of the same class
               accepting the offer of exchange.

         (3)   Commission Regulations ss.230.150,  [Definition of "Commission or
               Other Remuneration" in Section 3(a)(9), for Certain Transactions]
               The term  "commission or other  remuneration"  in Section 3(a)(9)
               shall  not  include  payments  made by the  issuer,  directly  or
               indirectly,  to  its  security  holders  in  connection  with  an
               exchange of  securities  for  outstanding  securities,  when such
               payments are part of the terms of the offer of exchange.

(N)      Securities Act:

         The Securities Act of 1933, as amended.

(O)      Service:

         The United States Internal Revenue Service.

(P)      Reserved.

(Q)      All undefined financial terms will have the meanings ascribed to them
         by generally accepted accounting practices, consistently applied on the
         accrual basis of accounting, as modified by rules of the Commission
         including Regulations SB and SK.

(R)      Additional terms characterized by initial capital letters are defined
         in this Agreement immediately following their first use.

                                   Article II
                              Operative Provisions

     Subject to the conditions  precedent that: all actions required to be taken
in order to comply  with the  securities  and other  laws of each  state  having
jurisdiction  over the transactions  called for under this Agreement;  and, that
the  Reorganization  becomes  fully  effective  on or before May 31,  2001,  the
Parties hereby agree as follows:

(A)  Mr.  Cantley  hereby  agrees to take all of the  following  actions,  at or
     before the Closing:

        (1)      Resign as an officer of AmeriNet;

        (2)      Resign as a member of AmeriNet's board of directors;

        (3)      Resign from any other capacities in which services or goods are
                 provided to AmeriNet.

(B)  AmeriNet  hereby  agrees to take all of the following actions, at or before
the Closing:

        (1)      Accept the resignation of Mr. Cantley;

        (2)      Prepare  and file a  registration  statement on Commission Form
                 S-8 registering the S-8 Shares;


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         (3)      Distributing the S-8 Shares to Mr. Cantley.

(C)  The Parties  hereby agree to terminate  all  employment,  service and other
agreements between them, effective as of the Closing,  provided that Mr. Cantley
will be entitled to receipt of all  accrued but unpaid  compensation  under such
agreements,  as of the Closing,  in the form of 10,216 S-8 shares of  AmeriNet's
common stock, such shares to be registered with the Commission as required under
the Securities Act and the Exchange Act, using Form S-8; provided, however, that
such shares may not be sold during the 365 day period following the closing at a
rate of more than $5,000 per month in aggregate sales proceeds.

(D)  As a condition  to Mr.  Cantley's  receipt of the S-8 Shares,  Mr.  Cantley
hereby represents and warrants that Mr. Cantley:

        (1)    Is familiar with the requirements for treatment as an "accredited
               investor"  under  Regulation D and Section 4(6) of the Securities
               Act and meets one or more of the  definitions  of an  "accredited
               investor" contained in Rule 501(a) promulgated under authority of
               Securities  Act and has,  alone or together  with his, her or its
               advisors  or   representatives,   if  any,  such   knowledge  and
               experience  in financial  matters that he she or it is capable of
               evaluating  the  relative  risks and  merits of the  transactions
               contemplated  hereby, the text of Rule 501(a) being set forth, in
               full, above;

        (2)    Acknowledges that he, she or it has, based on his, her or its own
               substantial experience,  the ability to evaluate the transactions
               contemplated  hereby and the merits and risks  thereof in general
               and the  suitability  of the  transaction  for him,  her or it in
               particular;

        (3)   (a)   Understands  that the offer and  transfer or issuance of the
                    securities involved is being made in reliance on the Party's
                    representation  that  he,  she  or it  has  reviewed  all of
                    AmeriNet's reports filed with the Commission during the past
                    12 months and posted on the  Commission's  Internet web site
                    (www.sec.gov)  under the EDGAR  Archives  sub site,  and has
                    become  familiar  with the  information  disclosed  therein,
                    including   that  contained  in  exhibits  filed  with  such
                    reports;

              (b)   Is  fully  aware  of  the  material  risks  associated  with
                    becoming an investor in AmeriNet and  confirms  that he, she
                    or it was previously  informed that all  documents,  records
                    and books  pertaining to this investment have been available
                    from  AmeriNet  and that all  documents,  records  and books
                    pertaining to this  transaction  requested by him, her or it
                    have been made available to him, her or it;

        (4)    Has had an  opportunity  to ask questions of and receive  answers
               from the officers of AmeriNet concerning the terms and conditions
               of this Agreement and the transactions  contemplated  hereby,  as
               well as the affairs of AmeriNet, the contemplated affairs of PCG,
               WRI, Vista Vacations, PriMed Technologies, Trilogy International,
               Lorilei and AmeriNet Communications and related matters;

         (5)   Has had an opportunity to obtain additional information necessary
               to  verify  the  accuracy  of  the  information  referred  to  in
               subparagraphs  (a),  (b),  (c)  and  (d)  hereof,  as  well as to
               supplement the information in the Exchange Act Reports called for
               by the Florida Rule;

         (6)   Has  represented  that he, she or it has the  general  ability to
               bear the risks of the subject  transaction and that he, she or it
               is a suitable  investor for a private offering and hereby affirms
               the correctness of such information;





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        (7)    Is aware that:

               The  securities  involved are a  speculative  investment  with no
               assurance  that  AmeriNet,  PCG,  WRI,  Vista  Vacations,  PriMed
               Technologies,   Trilogy   International,   Lorilei  and  AmeriNet
               Communications  will be successful,  or if successful,  that such
               success  will result in payments to such Party or to  realization
               of capital gains by such Party on  disposition  of the securities
               involved.

         (8)   Has obtained his, her or its own opinion from his, her or its own
               legal  counsel to the effect  that  after an  examination  of the
               transactions  associated  herewith  and the  applicable  law,  no
               action  needs to be taken by any Party in  conjunction  with this
               Agreement  and  the  issuance  of  the  securities   involved  in
               conjunction  therewith,  other than such  actions as have already
               been  taken  in  order  to  comply   with  the   securities   law
               requirements of his, her or its state of domicile.

                                   Article III
                      Superseder, Mutual Releases & Closing

(A)  The terms of this  Agreement  supersede  the terms of all other  agreements
between  AmeriNet,  Mr.  Cantley  and  their  affiliates,  all of which  will be
henceforth be deemed null and void except that, in conjunction with the exchange
of any  type of  AmeriNet  security  for any  other  type of  AmeriNet  security
required by the terms of this  Agreement,  each such exchange  shall be deemed a
separate transaction pursuant to the exemptive provisions of Section 3(a)(10) of
the Securities Act and Commission Rule 144(d)(3)(ii).

(B)  In  consideration  for  the  exchange  of  covenants  reflected  above  but
excepting  only the  obligations  created by this  Agreement,  AmeriNet  and Mr.
Cantley  hereby each release,  discharge and forgive the other,  and each of the
others' subsidiaries, affiliates, members, officers, directors, partners, agents
and employees from any and all  liabilities,  whether current or inchoate,  from
the beginning of time until the date of this Agreement.

(C)  The   transactions   contemplated   by  this  Agreement  will  be  effected
concurrently with the Closing on the  Reorganization  but in any event, prior to
May 31, 2001, and, to the extent possible,  the Closing will be effected through
exchange of documents and instruments in escrow,  by next day delivery  service,
such  documents and  instruments  to be released from escrow  concurrently  with
confirmation by legal counsel to Mr. Cantley that all transactions  contemplated
by  this   Agreement  have  been   completed;   provided,   however,   that  the
Reorganization  shall  constitute a condition to the  obligations of the Parties
and in the  event  that  the  Reorganization  Agreement  is  terminated  without
Closing,  then this  Agreement  shall be deemed  null and void due to failure of
conditions precedent.

                                   Article IV
                               General Provisions

4.1      Interpretation.

(A)  When a reference is made in this  Agreement to schedules or exhibits,  such
reference  will be to a schedule or exhibit to this Agreement  unless  otherwise
indicated.

(B)  The words  "include,"  "includes" and "including"  when used herein will be
deemed in each case to be followed by the words "without limitation."

(C)  The headings  contained in this  Agreement are for reference  purposes only
and will not affect in any way the meaning or interpretation of this Agreement.





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(D)  The captions in this Agreement are for  convenience  and reference only and
in no way define,  describe,  extend or limit the scope of this Agreement or the
intent of any provisions hereof.

(E)  All  pronouns  and any  variations  thereof  will be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

(F)  The Parties  agree that they have been  represented  by counsel  during the
negotiation  and  execution  of  this  Agreement  and,   therefore,   waive  the
application of any law,  regulation,  holding or rule of construction  providing
that ambiguities in an agreement or other document will be construed against the
party drafting such agreement or document.

4.2      Notice.

(A)  All notices,  demands or other  communications  given  hereunder will be in
writing  and will be deemed to have been duly  given on the first  business  day
after mailing by United  States  registered or certified  mail,  return  receipt
requested, postage prepaid, addressed as follows:

        (1)     To AmeriNet:

                            AmeriNet Group.com, Inc.;
                           Crystal Corporate Center;
                     2500 North Military Trail, Suite 225-C;
                           Boca Raton, Florida 33431;
                    Attention: Edward C. Dmytryk, President;
                  Telephone (561)998-3435, Fax (561) 998-3425;
                       and, e-mail Ed@amerinetgroup.com;


         (2)      To Mr. Cantley:
                               David K. Cantley;
                         4197 Southeast Bayview Street,
                             Stuart, Florida 34497;
              Telephone: (561) 221-8793; and e-mail dkc1444@aol.com

or such other address or to such other person as any Party will designate to the
other for such purpose in the manner hereinafter set forth.

(B)  At the request of any Party,  notice  will also be  provided  by  overnight
delivery, facsimile transmission or e-mail, provided that a transmission receipt
is retained.

(C)     (1)    The Parties  acknowledge  that the Yankees  serves as a strategic
               consultant to AmeriNet and has acted as scrivener for the Parties
               in this transaction but that Yankees is neither a law firm nor an
               agency subject to any professional regulation or oversight.

        (2)    Yankees  has  advised   AmeriNet   and  Mr.   Cantley  to  retain
               independent legal and accounting counsel to review this Agreement
               and its exhibits and incorporated materials on its own behalf.

        (3)    The  decision  by any  AmeriNet  or Mr.  Cantley  not to use  the
               services of legal counsel in  conjunction  with this  transaction
               will be solely at their own risk, each Party  acknowledging  that
               applicable  rules of the Florida Bar  prevent  Yankees's  general
               counsel,  who has reviewed,  approved and caused modifications on
               behalf of Yankees, from representing anyone other than Yankees in
               this transaction.

4.3      Merger of All Prior Agreements Herein.

(A)  This instrument, together with the instruments referred to herein, contains
all of the  understandings  and  agreements  of the Parties  with respect to the
subject matter discussed herein.

(B)  All prior agreements  whether written or oral are merged herein and will be
of no force or effect.



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4.4       Survival.

          The several  representations,  warranties and covenants of the Parties
          contained   herein  will   survive  the   execution   hereof  and  the
          Reorganization  and will be effective  regardless of any investigation
          that may have been made or may be made by or on behalf of any Party.

4.5       Severability.

          If any  provision or any portion of any  provision of this  Agreement,
          other  than one of the  conditions  precedent  or  subsequent,  or the
          application of such provision or any portion  thereof to any person or
          circumstance  will be held  invalid or  unenforceable,  the  remaining
          portions  of such  provision  and  the  remaining  provisions  of this
          Agreement  or the  application  of such  provision  or portion of such
          provision  as  is  held  invalid  or   unenforceable   to  persons  or
          circumstances  other  than  those  to  which  it is  held  invalid  or
          unenforceable, will not be affected thereby.

4.6       Governing Law.

          This  Agreement will be construed in accordance  with the  substantive
          and  procedural  laws of the  State  of  Delaware  (other  than  those
          regulating taxation and choice of law).

4.7       Indemnification.

(A)  Each  Party  hereby  irrevocably  agrees  to  indemnify  and hold the other
Parties  harmless from any and all liabilities and damages  (including  legal or
other expenses incidental  thereto),  contingent,  current, or inchoate to which
they or any one of them may become  subject as a direct,  indirect or incidental
consequence of any action by the  indemnifying  Party or as a consequence of the
failure of the  indemnifying  Party to act,  whether pursuant to requirements of
this Agreement or otherwise.

(B)  In the event it becomes  necessary  to enforce  this  indemnity  through an
attorney,  with or without litigation,  the successful Party will be entitled to
recover from the  indemnifying  Party, all costs incurred  including  reasonable
attorneys' fees throughout any negotiations,  trials or appeals,  whether or not
any suit is instituted.

4.8      Dispute Resolution.

(A)  In any action  between  the  Parties  to  enforce  any of the terms of this
Agreement  or any other  matter  arising  from this  Agreement  any  proceedings
pertaining  directly or indirectly to the rights or  obligations  of the Parties
hereunder  will, to the extent  legally  permitted,  be held in Broward  County,
Florida,  and the  prevailing  Party will be  entitled  to recover its costs and
expenses,   including  reasonable  attorneys'  fees  up  to  and  including  all
negotiations,  trials and  appeals,  whether or not any formal  proceedings  are
initiated.

(B)  In  the  event  of  any  dispute  arising  under  this  Agreement,  or  the
negotiation  thereof or  inducements  to enter into the  Agreement,  the dispute
will, at the request of any Party, be exclusively resolved through the following
procedures:

        (1)(a) First,  the  issue  will  be  submitted  to  mediation  before  a
               mediation  service in Broward  County,  Florida to be selected by
               lot from four alternatives to be provided, two by Mr. Cantley and
               two by AmeriNet.

           (b) The mediation  efforts will be concluded within ten business days
               after their initiation unless the Parties unanimously agree to an
               extended mediation period;


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        (2)    In the event that  mediation does not lead to a resolution of the
          dispute then at the request of any Party,  the Parties will submit the
          dispute to binding  arbitration before an arbitration  service located
          in Broward  County,  Florida to be selected by lot, in the same manner
          as set forth for mediation.

        (3)(a) Expenses of mediation  will be borne  equally by the Parties,  if
               successful.

           (b) Expenses of mediation, if unsuccessful and of arbitration will be
               borne  by the  Party or  Parties  against  whom  the  arbitration
               decision is rendered.

           (c) If the terms of the arbitral  award do not establish a prevailing
               Party,   then  the  expenses  of   unsuccessful   mediation   and
               arbitration will be borne equally by the Parties involved.

(C)      (1)   It is agreed that this  Agreement  will be construed  pursuant to
          the laws of the State of Florida and, in the event it is necessary for
          any party to seek to enforce this Agreement,  jurisdiction  will be in
          the  appropriate  court or  tribunal  in Broward  County,  Florida and
          United States Courts for the Southern District of Florida and that, in
          the event it is necessary to enforce this  Agreement,  the  prevailing
          Party will be entitled to recover all reasonable costs,  expenses, and
          attorney's  fees,  and will be construed as costs for purposes of this
          Agreement.

         (2)   The  Parties  specifically  agree  and  waive any right to a jury
          trial in the event that it is necessary for a party to institute legal
          proceedings herein.

4.9       Benefit of Agreement.

          The terms and  provisions of this  Agreement  will be binding upon and
     inure to the benefit of the Parties,  their successors,  assigns,  personal
     representatives,  estate, heirs and legatees but are not intended to confer
     upon any other person any rights or remedies hereunder.

4.10      Further Assurances.

          The Parties agree to do, execute,  acknowledge and deliver or cause to
     be done,  executed,  acknowledged or delivered and to perform all such acts
     and deliver all such deeds, assignments,  transfers, conveyances, powers of
     attorney,  assurances, stock certificates and other documents, as may, from
     time to time,  be required  herein to effect the intent and purpose of this
     Agreement.

4.11      Counterparts.

(A)      This Agreement may be executed in any number of counterparts.

(B)      All executed counterparts will constitute one Agreement notwithstanding
         that  all  signatories are  not signatories to the original or the same
         counterpart.

(C)      Execution  by exchange of facsimile transmission will be deemed legally
         sufficient  to  bind   the  signatory;   however, the Parties will, for
         aesthetic purposes, prepare a fully  executed  original version of this
         Agreement which will be the document filed with the Commission.

4.12     License.

(A)      This  form  of  agreement  is  the  property  of  Yankees  and has been
         customized for this transaction with the consent of Yankees by its
         general counsel.

(B)      The  use of this form of agreement by the Parties is authorized  hereby
         solely for purposes of this transaction.


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(C)      The use of this form of agreement or of any derivation thereof without
         Yankees' prior written permission is prohibited.

         In Witness Whereof, AmeriNet and Mr. Cantley have caused this Agreement
to be executed by themselves or their duly authorized respective officers, all
as of the last date set forth below:

Signed, Sealed and Delivered
         In Our Presence:
                                                    AmeriNet Group.com, Inc.
/s/ Sally Ann Stroberg                             (A Delaware corporation)

/s/ Jennifer Mitchem                      By:      /s/ Edward C. Dmytryk
                                                   Edward C. Dmytryk, President
         (Corporation)
                                          Attest:  /s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsey, Secretary
Dated:   May 21, 2001

State of Florida           }
County of Palm Beach       } ss.:

         On this 21st day of May, 2001, before me, a notary public in and for
the county and state aforesaid, personally appeared Edward C. Dmytryk and
Vanessa H. Lindsey, to me known, and known to me to be the president and
secretary of AmeriNet Group.com, Inc., the above-described corporation, and to
me known to be the persons who executed the foregoing instrument, and
acknowledged the execution thereof to be their free act and deed, and the free
act and deed of AmeriNet Group.com, Inc., for the uses and purposes therein
mentioned. In witness whereof, I have hereunto set my hand and affixed my
notarial seal the day and year in this certificate first above written. My
commission expires the 7th day of June, 2004.

         {Seal}
                                              /s/ Sally Ann Stroberg
                                                  Notary Public

/s/ Nancy Molinari                                David K. Cantley

/s/ Charles Scimeca
                                              /s/ David K. Cantley
Dated:   May 17, 2001

State of Florida           }
County of Palm Beach       } ss.:

         On this 17th day of May, 2001, before me, a notary public in and for
the county and state aforesaid, personally appeared David K. Cantley, to me
known to be the persons who executed the foregoing instrument, and acknowledged
the execution thereof to be his free act and deed, for the uses and purposes
therein mentioned. In witness whereof, I have hereunto set my hand and affixed
my notarial seal the day and year in this certificate first above written. My
commission expires the 3rd day of Januray, 2003.

         (Seal)
                                              /s/ Deborah A. Harris
                                                  Notary Public


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