Superseder & Settlement Agreement

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

                                    Preamble:

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

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

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

                                   Witnesseth:

                                    Article I
                                   Definitions

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

(A)  Accredited Investor:

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

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

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

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<PAGE>



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

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

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

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

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

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

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

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

(B)       (1)  Closing:

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

          (2)  Closing Date:

               The date on which the Closing takes place.

          (3)  PCG Closing:

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

(C)  Code:

     The Internal Revenue Code of 1986, as amended.

(D)  Commission:

     The United States Securities and Exchange Commission.


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<PAGE>



(E)  EDGAR:

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


(F)       (1)  Exchange Act:

               The Securities Exchange Act of 1934, as amended.

         (2)   Exchange Act Reports:

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

(G)  Florida Act:

     The Florida Securities and Investor Protection Act.

(H)  Florida Rule:

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

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

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

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

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

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

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

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

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



                                       12
<PAGE>



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


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

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

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

(I)  Reorganization:

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

(J)  Reorganization Agreement:

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

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

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

(L)  S-8  Shares

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

(M)  Section 3(a)(9)

     (1)  Sec.  3(a)  of the  Securities  Act,  which  provides  as  follows  in
          subsection   (9):  Except  as  hereinafter   expressly   provided  the
          provisions  of this  title  shall  not  apply to any of the  following
          classes  of  securities:  ....  [Securities  Exchanged  with  Security
          Holders] Sec. 3(a)(9) Except with respect to a security exchanged in a
          case under title 11 of the United States Code, any security  exchanged
          by the issuer with its existing  security  holders  exclusively  where


                                       13
<PAGE>




          no  commission  or other  remuneration  is paid or given  directly  or
          indirectly for soliciting such exchange;

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

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

(N)  Securities Act:

     The Securities Act of 1933, as amended.

(O)  Service:

     The United States Internal Revenue Service.

(P)  Reserved.

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

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

                                   Article II
                              Operative Provisions

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

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

         (1)      Resign as an officer of AmeriNet;

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

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

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

         (1)      Accept the resignation of Mr. Chamberlin;

                                       14
<PAGE>



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

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

(C)  The Parties  hereby agree to terminate  all  employment,  service and other
     agreements  between  them,  effective as of the Closing,  provided that Mr.
     Chamberlin   will  be  entitled  to  receipt  of  all  accrued  but  unpaid
     compensation under such agreements, as of the Closing, in the form of 2,000
     S-8 shares of AmeriNet's  common stock,  such shares to be registered  with
     the  Commission as required  under the Securities Act and the Exchange Act,
     using Form S-8; provided,  however, that such shares may not be sold during
     the 365 day period  following the closing at a rate of more than $5,000 per
     month in aggregate sales proceeds.

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

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

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

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

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

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

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

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

         (7)   Is aware that:


                                       15
<PAGE>



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

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

                                   Article III
                      Superseder, Mutual Releases & Closing

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

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

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

                                   Article IV
                               General Provisions

4.1      Interpretation.

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

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

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



                                       16
<PAGE>



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

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

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

4.2  Notice.

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

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


         (2) To Mr. Chamberlin:
                             G. Richard Chamberlin;
                           4518 Southwest 44th Lane,
                                Ocala, Florida;
                 Telephone: (352) 694-6714; Fax: (352) 694-7153;
                          and e-mail Grichardch@aol.com

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

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

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

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

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

4.3   Merger of All Prior Agreements Herein.

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

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


                                       17
<PAGE>



4.4   Survival.

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

4.5  Severability.

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

4.6  Governing Law.

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

4.7  Indemnification.

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

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

4.8  Dispute Resolution.

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

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

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

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



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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. Chamberlin have caused this Agreement
to be executed by themselves or their duly authorized  respective officers,  all
as of the last date set forth below:

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

/s/ Bill A. Calvo                          By: /s/ Edward C. Dmytryk
                                                   Edward C. Dmytryk, President
         (Corporate Seal)
                                       Attest: /s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsey, Secretary
Dated:   April 26, 2001

State of Florida           }
County of Marion           } ss.:

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

         {Seal}
                                            /s/ Sally Ann Stroberg
                                                Notary Public

/s/ Jennifer Mitchem                            G. Richard Chamberlin

/s/ Edward C. Dmytryk                       /s/ G. Richard Chamberlin
                                                G. Richard Chamberlin
Dated:   April 26, 2001

State of Florida           }
County of Marion           } ss.:

         On this ___th day of April, 2001, before me, a notary public in and for
the county and state aforesaid, personally appeared G. Richard Chamberlin, to me
known to be the persons who executed the foregoing instrument, and acknowledged
the execution thereof to be his free act and deed, for the uses and purposes
therein mentioned. In witness whereof, I have hereunto set my hand and affixed
my notarial seal the day and year in this certificate first above written. My
commission expires the 7th day of June, 2004.

         (Seal)
                                            /s/ Sally Ann Stroberg
                                                Notary Public


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