Strategic Consulting Agreement

         This Consulting Agreement (the "Agreement") is made and entered into by
and between AmeriNet Group.com., Inc., a publicly held Delaware corporation with
a class of equity  securities  registered  under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and currently  trading on
the  over  the  counter  bulletin  board  operated  by but not a part of  NASDAQ
("Client");  and, The Yankee Companies,  Inc., a Florida corporation ("Yankees";
Client and Yankees being hereinafter  collectively  referred to as the "Parties"
and generically as a "Party").

                                   Preamble :

          Whereas,  AmeriNet  Group.com.,  Inc.  desires  to  enter  into  a new
          strategic consulting  agreement with Yankees,  replacing the agreement
          in place since November 24, 1999 (the "Old Agreements"); and

          Whereas, Yankees is agreeable to such change, provided that its rights
          to AmeriNet Class A Options are not negatively affected thereby :

          Now, Therefore, in consideration for Yankees's agreement to render the
          hereinafter described services as well as of the premises,  the sum of
          TEN ($10)  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
                           OBLIGATIONS OF THE PARTIES

1.1       Description of Services

(A)       Yankees's areas of expertise include corporate structure, organization
          and reorganization;  mergers, acquisitions and divestitures; strategic
          corporate development; corporate financial and equity analysis; market
          strategy  planning  and   implementation;   corporate   communication,
          financial  public  relations  and  stockholder  relations  consulting;
          business plan  development  and  implementation;  marketing  sales and
          analysis;  executive and  professional  recruitment;  coordination and
          supervision of professional  services;  development and implementation
          of regulatory compliance procedures (the "Services").


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(B)       During the Term of this Agreement (as  hereinafter  defined),  Yankees
          shall  provide  the Client  with the  Services,  on a  reasonable,  as
          required basis, consistent with Yankees's other business activities.

(C)       Because of the Client's status under federal  securities  laws, in any
          circumstances where Yankees is describing the securities of the Client
          to  a  third  Party,   Yankees  shall  disclose  to  such  person  the
          compensation received from the Client to the extent required under any
          applicable laws, including,  without limitation,  Section 17(b) of the
          Securities Act of 1933, as amended;  however,  the Parties acknowledge
          they  do  not  contemplate  that  Yankees  shall  be  involved  in any
          activities  on  behalf  of  Client  requiring  such   descriptions  or
          disclosures,  or that the Services  involve any activities  subject to
          regulation  under  federal  or state  securities  laws  other than the
          prohibitions  of the Foreign  Corrupt  Practices  Act,  except for the
          introduction  of the  Client and its  principals  to  licensed  broker
          dealers in securities,  securities analysts and appropriate  corporate
          information and stockholder relations specialists.

1.2       Fiduciary Obligation to Client

     In rendering  its  services,  Yankees shall not disclose to any third party
any  confidential  non-public  information  furnished by the Client or otherwise
obtained by it with respect to the Client.

1.3      Limitations on Services

(A)       The Parties  recognize that certain  responsibilities  and obligations
          are imposed by federal and state securities laws and by the applicable
          rules and regulations of stock exchanges,  the National Association of
          Securities  Dealers,  Inc.  (collectively  with its subsidiaries being
          hereinafter  referred to as the "NASD"),  in-house "due  diligence" or
          "compliance"   departments  of  licensed   securities   firms,   etc.;
          accordingly,  Yankees agrees that it will not release any  information
          or data about the Client to any selected or limited person(s), entity,
          or group if the Consultant is aware that such  information or data has
          not been generally released or promulgated.

(B)       Yankees  shall  restrict or cease,  as  directed  by the  Client,  all
          efforts  on behalf  of the  Client,  including  all  dissemination  of
          information   regarding  the  Client,   immediately  upon  receipt  of
          instructions  (in  writing by fax or letter) to that  effect  from the
          Client.

1.4       Consultant's Compensation

(A)       Yankees  will  bill at its  standard  hourly  rates for all work as to
          which a prior written  arrangement  with different  terms has not been
          entered into,  however,  no hourly billable  services will be provided
          except at the Client's  specific  request and, the service of Yankees'
          directors,  Messrs.  William A. Calvo,  III, and Leonard Miles Tucker,
          will be


                                    Page 44
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          provided  at the fixed rate of $10,000  per month,  in the  aggregate,
          payment for which will be deferred and accrued  until  adequate  funds
          become  available or this  Agreement is  terminated,  whichever  shall
          first occur.

(B)       In addition to the  compensation  described  above with  reference  to
          services  during the Initial Term of this Agreement and whether or not
          the following services are rendered during such Initial Term:

          (1)  In the event that  Yankees  arranges or provides  funding for the
               Client on terms  more  beneficial  than  those  reflected  in the
               Client's current principal financing agreements,  copies of which
               are included  among the Client's  records  available  through the
               SEC's EDGAR web site, the subject  Consultant  shall be entitled,
               at its election, to either:

               (a)  A fee equal to 25% of such savings,  on a continuing  basis;
                    or

               (b)  If  equity  funding  is  provided   though  Yankees  or  any
                    affiliates  thereof, a discount of 10% from the lowest price
                    at which such securities are offered to any other person for
                    the subject equity securities,  if they are issuable as free
                    trading  securities,  or, a discount  of 50% from the lowest
                    price at which  such  securities  are  offered  to any other
                    person  for the  subject  equity  securities,  if  they  are
                    issuable as restricted securities (as the term restricted is
                    used for purposes of SEC Rule 144); and

          (2)  In the event that  Yankees  generates  business  for the  Client,
               then, on any sales resulting therefrom, Yankees shall be entitled
               to a commission  equal to 10% of the gross income  derived by the
               Client therefrom, on a continuing basis.

          (3)  In the event that Yankees or any affiliate  thereof  arranges for
               an acquisition  by the Client,  then Yankees shall be entitled to
               compensation  equal  to 10% of the  compensation  paid  for  such
               acquisition,  in  addition  to any  compensation  negotiated  and
               received from the acquired entity or its affiliates.

(C)      Client will assure that its legal counsel promptly prepares all reports
         which then  existing  holders  of the  Client's  securities  (including
         Yankees,  its  affiliates  and  successors in interest) are required to
         file with the  Securities  and Exchange  Commission  as a result of the
         Client's reporting status, including Securities and Exchange Commission
         Forms 3, 4 and 5, Schedules 13(d) and Schedules 13(g), and shall submit
         all such reports to the subject  stockholders  for prompt execution and
         timely filing with the Securities and Exchange Commission.

(D)       (1)  In  addition to payment of fees,  the Client will be  responsible
               for  payment  of all  costs  and  disbursements  associated  with
               Yankees's services either:


                                    Page 45
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               (a)  Involving  less than $50 per item and $200 in the  aggregate
                    during the preceding 30 day period; or

               (b)  Reflected in an operating budget approved by the Client; or

               (c)  Approved in writing by the Client;  provided,  however, that
                    the refusal by the Client to approve  expenditures  required
                    for the proper performance of Yankees's services will excuse
                    performance of such services.

          (2)  All of  Yankees's  statements  will be paid  within 10 days after
               receipt.

          (3)  In the event  additional  time for payment is  required,  Yankees
               will have the option of selling  the account  receivable  and the
               Client agrees to pay interest thereon at the monthly rate of 1%.

          (4)  In the event  collection  activities  are  required,  the  Client
               agrees to pay all of  Yankees's  out of pocket  costs  associated
               therewith.

          (5)  There  will be no change or  waiver of the  provisions  contained
               herein, unless such charge is in writing and signed by the Client
               and Yankees.

(E)       (1)  The  rights  to Class A  Options,  as well as rights to all other
               accrued but unpaid  compensation under the Old Agreements,  shall
               survive the entry into this Agreement and are hereby ratified and
               confirmed,  in accordance with their terms  immediately  prior to
               execution of this Agreement.

           (2) AmeriNet hereby confirms and acknowledges  that Yankees has fully
               complied with its obligations under the Old Agreements,  that all
               of  Yankees  rights  thereunder  are fully  vested,  and that all
               compensation payable thereunder has been fully earned.

           (3) Nothing  in  this  Agreement   shall  be  deemed  to  affect  the
               obligation  of AmeriNet to Yankees  under  their  revolving  loan
               agreement,  entered into on or about May 5, 2000 or Yankee rights
               as  a  creditor   and  secured   creditor  of  AmeriNet  and  its
               subsidiaries.

1.5      Client's Commitments

(A).       (1) All work requiring legal review will be submitted for approval by
               the Client to the Client's legal counsel prior to its use.

           (2) Final  drafts  of any  matters  prepared  for use by  Yankees  in
               conjunction with the


                                    Page 46
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               provision of the Services  will be reviewed by the Client and, if
               legally required, by the Client's legal counsel, to assure that:

               (a)  All required information has been provided;

               (b)  All materials are presented accurately; and,

               (c)  That no materials  required to render  information  provided
                    "not misleading" are omitted.

           (2) Only  after such  review  and  approval  by the  Client  and,  if
               required, the Client's legal counsel, will any documents be filed
               with regulatory agencies or provided to Yankees or third parties.

           (3) (a)  Financial  data will be reviewed by competent,  independent,
                    certified  public  accountants to be separately  retained by
                    the Client.

               (b)  Such  accountants will be required to review and approve all
                    financially  related  filings,  prior to release to Yankees,
                    other  third  parties  or  submission  to  the   appropriate
                    regulatory authorities.

(B)        (1) The Client  shall  supply  Yankees on a regular and timely  basis
               with all  approved  data and  information  about the Client,  its
               management, its products, and its operations and the Client shall
               be  responsible  for  advising  Yankees of any fact  which  would
               affect the accuracy of any prior data and information supplied to
               Yankees.

           (2) The Client shall use its best efforts to promptly  supply Yankees
               with full and complete copies of all filings with all federal and
               state securities  agencies;  with full and complete copies of all
               shareholder  reports and  communications  whether or not prepared
               with Yankees's assistance, with all data and information supplied
               to any analyst,  broker-dealer,  market maker, or other member of
               the financial community; and with all product/services brochures,
               sales materials, etc.

           (3) The Client  shall  promptly  notify  Yankees of the filing of any
               registration  statement for the sale of securities  and/or of any
               other event which triggers any restrictions on publicity.

           (4) The Client shall be deemed to make a continuing representation of
               the   accuracy  of  any  and  all   material   facts,   material,
               information, and data which it supplies to Yankees and the Client
               acknowledges  its  awareness  that  Yankees  will  rely  on  such
               continuing  representation in performing its functions under this
               Agreement.



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           (5) Yankees, in the absence of notice in writing from the Client, may
               rely on the continuing accuracy of material, information and data
               supplied by the Client.


                                   ARTICLE TWO
                      TERM, RENEWALS & EARLIER TERMINATION

2.1      Term

         This Agreement shall be for an initial term of 365 days,  commencing on
the date of its complete  execution by all Parties,  as evinced in the execution
page hereof (the "Initial Term").

2.2      Renewals

         This Agreement shall be renewed automatically,  after expiration of the
original  term, on a continuing  annual  basis,  unless the Party wishing not to
renew  this  Agreement  provides  the other  Party  with  written  notice of its
election not to renew ("Termination  Election Notice") on or before the 30th day
prior to termination of the then current term.

2.3      Final Settlement

(A)      Upon  termination  of this  Agreement  and  payment  to  Yankees of all
         amounts due it hereunder,  Yankees or its representative  shall execute
         and  deliver to the Client a receipt for such sums and a release of all
         claims,  except such claims as may have been submitted  pursuant to the
         terms of this Agreement and which remain unpaid,  and, shall  forthwith
         tender to the Client all records,  manuals and written  procedures,  as
         may be desired by the Client for the continued conduct of its business;
         and

(B)      The Client or its representative shall execute and deliver to Yankees a
         receipt for all materials returned and a release of all claims,  except
         such  claims as may have been  submitted  pursuant to the terms of this
         Agreement  and which remain  unpaid,  and,  shall  forthwith  tender to
         Yankees all records, manuals and written procedures,  as may be desired
         by Yankees for the continued conduct of its business.


                                  ARTICLE THREE
              CONSULTANT'S CONFIDENTIALITY & COMPETITION COVENANTS

3.1      General Provisions

(A)      Yankees  acknowledges  that,  in and as a result of its entry into this
         Agreement, it will be making use of confidential information of special
         and unique  nature and value  relating to such  matters as the Client's
         trade secrets, systems, procedures,  manuals,   confidential   reports;


                                    Page 48
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          consequently,  as material inducement to the entry into this Agreement
          by the Client,  Yankees hereby covenants and agrees that it shall not,
          at anytime during the term of this Agreement, any renewals thereof and
          for two years  following  the  terms of this  Agreement,  directly  or
          indirectly,  use, divulge or disclose, for any purpose whatsoever, any
          of  such  confidential  information  which  has  been  obtained  by or
          disclosed  to it as a result  of its  entry  into  this  Agreement  or
          provision of services hereunder.

(B)       In the event of a breach or threatened breach by Yankees of any of the
          provisions of this Article Three,  the Client,  in addition to and not
          in limitation of any other  rights,  remedies or damages  available to
          the  Client,  whether  at law or in  equity,  shall be  entitled  to a
          permanent  injunction  in order to  prevent  or to  restrain  any such
          breach by such Consultant,  or by its partners,  directors,  officers,
          stockholders, agents, representatives, servants, employers, employees,
          affiliates  and/or any and all persons  directly or indirectly  acting
          for or with it.

3.2       Special Remedies

          In view of the irreparable  harm and damage  which  would  undoubtedly
occur to the  Client  and its  clients as a result of a breach by Yankees of the
covenants or agreements contained in this Article Three, and in view of the lack
of an adequate remedy at law to protect the Client's  interests,  Yankees hereby
covenants and agrees that the Client shall have the following  additional rights
and remedies in the event of a breach hereof:

(A)      Yankees  hereby  consents to the  issuance  of a  permanent  injunction
         enjoining it from any  violations  of the  covenants  set forth in this
         Article Three; and

(B)      Because it is  impossible  to ascertain or estimate the entire or exact
         cost,  damage or injury  which the Client or its  clients  may  sustain
         prior to the effective  enforcement of such injunction,  Yankees hereby
         covenants  and  agrees  to pay  over to the  Client,  in the  event  it
         violates the covenants and agreements  contained in this Article Three,
         the greater of:

         (1)   Any payment or compensation of any kind received by it because of
               such violation before the issuance of such injunction, or

         (2)   The sum of One Thousand Dollars per violation, which sum shall be
               liquidated damages,  and not a penalty, for the injuries suffered
               by the Client or its clients as a result of such  violation,  the
               Parties  hereto  agreeing  that such  liquidated  damages are not
               intended as the exclusive  remedy available to the Client for any
               breach of the covenants and agreements  contained in this Article
               Three,  prior to the  issuance  of such  injunction,  the Parties
               recognizing  that the only adequate  remedy to protect the Client
               and its clients from the injury caused by such breaches  would be
               injunctive relief.



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3.3      Cumulative Remedies

         Yankees hereby  irrevocably  agrees that the remedies described in this
Article  Three shall be in  addition  to, and not in  limitation  of, any of the
rights or  remedies  to which the Client and its  clients are or may be entitled
to, whether at law or in equity, under or pursuant to this Agreement.

3.4      Acknowledgment of Reasonableness

(A)       Yankees hereby represents,  warrants and acknowledges that its members
          or officers and  directors  have  carefully  read and  considered  the
          provisions of this Article Three and,  having done so, agrees that the
          restrictions  set  forth  herein  are  fair  and  reasonable  and  are
          reasonably required for the protection of the interests of the Client,
          its members, officers, directors,  consultants,  agents and employees;
          consequently,   in  the   event   that  any  of  the   above-described
          restrictions  shall be held  unenforceable  by any court of  competent
          jurisdiction,  Yankees hereby covenants, agrees and directs such court
          to substitute a reasonable judicially  enforceable limitation in place
          of any limitation  deemed unenforce able and, Yankees hereby covenants
          and  agrees  that if so  modified,  the  covenants  contained  in this
          Article  Three 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,   Yankees  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 compete
          or  circumvent  be  imposed  and  maintained  to the  greatest  extent
          possible.

3.5       Exclusivity

         Yankees shall not be required to devote all of its business time to the
affairs of the  Client,  rather it shall  devote  such time as it is  reasonably
necessary in light of its other business commitments.


                                  ARTICLE FOUR
                 CLIENT' CONFIDENTIALITY & COMPETITION COVENANTS

4.1      General Prohibitions

(A)      The Client  acknowledges  that, in and as a result of its engagement of
         Yankees,  the Client will be making use of confidential  information of
         special  and  unique  nature  and value  relating  to such  matters  as
         Yankees's  business  contacts,  professional  advisors,  trade secrets,
         systems, procedures,  manuals,  confidential reports, lists of clients,
         potential customers and funders;  consequently,  as material inducement
         to the  entry  into  this  Agreement  by  Yankees,  the  Client  hereby
         covenants and agrees that it shall not, at


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         anytime during the term of this Agreement,  any renewals thereof an for
         two  years  following  the  terms  of  this   Agreement,   directly  or
         indirectly,  use, divulge or disclose, for any purpose whatsoever,  any
         of  such  confidential  information  which  has  been  obtained  by  or
         disclosed to it as a result of its employment of Yankees,  or Yankees's
         affiliates.

(B)      In the event of a breach or  threatened  breach by the Client of any of
         the provisions of this Article Four, Yankees, in addition to and not in
         limitation  of any other  rights,  remedies  or  damages  available  to
         Yankees,  whether at law or in equity, shall be entitled to a permanent
         injunction  in order to prevent or to  restrain  any such breach by the
         Client, or by the Client's partners, directors, officers, stockholders,
         agents,  representatives,  servants, employers,  employees,  affiliates
         and/or any and all persons  directly or  indirectly  acting for or with
         it.

4.2      Special Remedies

         In view of the  irreparable  harm and damage  which  would  undoubtedly
occur to  Yankees  as a result of a breach by the  Client  of the  covenants  or
agreements  contained  in this  Article  Four,  and in  view  of the  lack of an
adequate  remedy  at law to  protect  Yankees's  interests,  the  Client  hereby
covenants and agrees that Yankees shall have the following additional rights and
remedies in the event of a breach hereof:

(A)      The Client  hereby  consents to the issuance of a permanent  injunction
         enjoining it from any  violations  of the  covenants  set forth in this
         Article Four is; and

(B)      Because it is  impossible  to ascertain or estimate the entire or exact
         cost, damage or injury which Yankees may sustain prior to the effective
         enforcement of such injunction,  the Client hereby covenants and agrees
         to pay over to Yankees,  in the event it  violates  the  covenants  and
         agreements contained in this Article Four, the greater of:

         (1)   Any payment or compensation of any kind received by it because of
               such violation before the issuance of such injunction, or

         (2)   The sum of One Thousand Dollars per violation, which sum shall be
               liquidated damages,  and not a penalty, for the injuries suffered
               by  Yankees as a result of such  violation,  the  Parties  hereto
               agreeing  that such  liquidated  damages are not  intended as the
               exclusive  remedy  available  to  Yankees  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 Yankees from the injury caused by
               such breaches would be injunctive relief.



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4.3      Cumulative Remedies

         Client hereby  irrevocably  agrees that the remedies  described in this
Article  Four  shall be in  addition  to, and not in  limitation  of, any of the
rights or remedies to which Yankees 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 Client  hereby  represents,  warrants  and  acknowledges  that its
          officers  and  directors   have  carefully  read  and  considered  the
          provisions  of this Article  Four and,  having done so, agree that the
          restrictions  set  forth  herein  are  fair  and  reasonable  and  are
          reasonably  required for the  protection  of the interests of Yankees,
          its members, officers, directors,  consultants,  agents and employees;
          consequently,   in  the   event   that  any  of  the   above-described
          restrictions  shall be held  unenforceable  by any court of  competent
          jurisdiction,  the Client  hereby  covenants,  agrees and directs such
          court to substitute a reasonable judicially  enforceable limitation in
          place of any limitation  deemed  unenforceable  and, the Client 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  Client  hereby
          acknowledges,  covenants  and  agrees  that  it is the  intent  of the
          Parties that a court  adjudicating a dispute hereunder  recognize that
          the Parties  desire that these  covenants not to compete or circumvent
          be imposed and maintained to the greatest extent possible.


                                  ARTICLE FIVE
                                  MISCELLANEOUS

5.1      Notices

         All notices, demands or other written 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 United  States  registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

To Yankees:
         2500 North Military Trail, Suite 225; Boca Raton, Florida 33431
                  Telephone (561) 998-3435; Fax (561) 998-4635
                   Attention: Leonard Miles Tucker, President

                                       and


                                    Page 52
<PAGE>



                1941 Southeast 51st Terrace; Ocala, Florida 34471
                  Telephone (352) 694-9179; Fax (352) 694-9178
           Attention: Vanessa H. Lindsey, Chief Administrative Officer




To Client:
                            AmeriNet Group.com, Inc.
                   At such address, telephone and fax numbers
               as are reflected on the SEC's EDGAR Internet site;
         Attention: Edward Dmytryk, President & Chief Executive Officer

in each case,  with copies to such other address or to such other persons as any
Party shall designate to the others for such purposes in the manner herein above
set forth.

5.2      Amendment

         No  modification,  waiver,  amendment,  discharge  or  change  of  this
Agreement shall be valid unless the same is in writing and signed by Parties.

5.3      Merger

(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
         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,
other than a conditions precedent,  if any, 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


                                    Page 53
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than those  to which it is held  invalid or unenforceable, shall not be affected
thereby.

5.6      Governing Law and Venue

         This  Agreement  shall be construed in accordance  with the laws of the
State of Florida and 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 Palm Beach County, Florida.

5.7      Dispute Resolution in lieu of Litigation

(A)      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  Palm  Beach  County,  Florida  to be
                    selected by lot from six alternatives to be provided,  three
                    by Yankees and three by the Client.

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

         (2)   In the event that  mediation does not lead to a resolution of the
               dispute  then at the  request of any  Party,  the  Parties  shall
               submit the dispute to binding  arbitration  before an arbitration
               service located in Palm Beach County,  Florida, to be selected by
               lot,  from six  alternatives  to be  provided,  in the manner set
               forth above for selection of a mediator;

         (3)  (a)   Expenses of mediation  shall be borne by the Parties equally
                    if successful but if unsuccessful, expenses of mediation and
                    of  arbitration  shall  be borne  by the  Party  or  Parties
                    against whom the arbitration decision is rendered.

              (a)   If the  terms  of the  arbitral  award  do not  establish  a
                    prevailing   Party,   then  the  expenses  of   unsuccessful
                    mediation and  arbitration  shall be borne 1/2 by the Client
                    and 1/2 by Yankees.

(B)      Judgment upon the award rendered by the arbitrator(s) may be entered in
         any court having jurisdiction thereof.

(C)      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.


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5.8      Benefit of Agreement

         The terms and  provisions of this  Agreement  shall be binding upon and
inure to the benefit of the Parties,  jointly and severally,  their  successors,
assigns, personal representatives, 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,  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.

5.12     Status

(A)      Nothing in this  Agreement  shall be  construed  or shall  constitute a
         partnership,    joint    venture,    employer-employee    relationship,
         lessor-lessee relationship, or principal-agent relationship.

(B)      Throughout  the  term  of  this  Agreement,   Yankees  shall  serve  an
         independent  contractor,  as that term is defined by the United  States
         Internal  Revenue  Service,  and in  conjunction  therewith,  shall  be
         responsible for all of his own tax reporting and payment obligations.

(C)      In amplification of the foregoing, Yankees shall, subject to reasonable
         reimbursement  on a pre-approved  budgetary  basis,  be responsible for
         providing its own office facilities and supporting personnel.



                                    Page 55
<PAGE>


5.13     Counterparts

(A)      This Agreement may be executed in any number of counterparts  delivered
         through facsimile transmission.

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

5.14     License

(A)      (1)      This Agreement is the property of Yankees.

         (2)      The use hereof by the Parties is authorized  hereby solely for
                  purposes  of this  transaction  and,  the use of this  form of
                  agreement or of any derivation  thereof without Yankees' prior
                  written permission is prohibited.

         (3)      This  Agreement  shall not be construed  more  stringently  or
                  interpreted   less   favorably   against   Yankees'  based  on
                  authorship.

(B)      Each of the Parties hereby  acknowledge  that Yankees is not a law firm
         and has not  provided  it with  any  advice,  legal  or  otherwise,  in
         conjunction with this Agreement, but rather, has suggested that it rely
         solely on its own experience and advisors in evaluating or interpreting
         this Agreement.


         In Witness Whereof, the Parties have executed this Agreement, effective
as of the last date set forth below.

Signed, Sealed & Delivered
         In Our Presence
                                                  AmeriNet Group.com, Inc.
----------------------------

____________________________               By:    /s/ Edward Dmytryk
                                                  Edward Dmytryk, President
Dated:  _____________________

                                                  The Yankee Companies, Inc.
----------------------------

____________________________               By:    /s/ Leonard Miles Tucker
                                                 Leonard Miles Tucker, President
Dated:  _____________________

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