AMERINET GROUP.COM, INC.
       AMERINET COMMUNICATIONS, INC. INCENTIVE STOCK OPTION PLAN INDENTURE
                         EFFECTIVE AS OF OCTOBER 1, 2000

STATE OF FLORIDA  }
COUNTY OF MARION  } SS.:

         Pursuant  to a duly  adopted  resolution  of its  Board  of  Directors,
currently in effect,  and as authorized  by the  certificate  of  incorporation,
bylaws and all applicable federal and state laws,  AmeriNet  Group.com,  Inc., a
publicly held Delaware  corporation with a class of securities  registered under
Section 12(g) of the  Securities  Exchange Act of 1934, as amended  (hereinafter
referred  to as  the  "Corporation"),  intending  to be  legally  bound,  hereby
establishes  and  publishes  an incentive  compensation  plan to be known as the
"AmeriNet  Communications,   Inc.  Incentive  Stock  Option  Plan"  (hereinafter
referred to as the "Plan"), as follows:

                                   WITNESSETH:

                                   ARTICLE ONE
                                  INTRODUCTION

I.       Pursuant  to the  provisions,  conditions  and  requirements  set forth
         below,  this  Plan  hereby  authorizes  the  grant of  Incentive  Stock
         Options,  as such  term is  defined  in the  Code  and  the  rules  and
         regulations promulgated thereunder.

II.      This Plan shall become effective on October 1, 2000.

III.     The  purpose of this Plan is to promote  the  success  and  enhance the
         value  of  the  Corporation  by  linking  the  personal   interests  of
         Participants  to those of the  Corporation's  stockholders by providing
         incentives for outstanding performance.

IV.      This Plan is further intended to assist AmeriNet Communications,  Inc.,
         a Florida  corporation  all the  capital  stock in which is held by the
         Corporation  ("AmeriCom"),  for so long as it qualifies as a subsidiary
         of  the  Corporation,   in  its  ability  to  retain  the  services  of
         Participants  upon whose  judgment,  interest  and  special  effort the
         successful conduct of AmeriCom's operations is largely dependent and to
         align their personal  interests with those of the  Corporation  and its
         stockholders.


                                   ARTICLE TWO
                                   DEFINITIONS

          For purposes of this Plan, the following terms shall be defined as set
          forth below unless the context clearly indicates otherwise:

I.        "Award  Indenture"  shall mean the written  instrument  executed by an
          appropriate officer of the Corporation, pursuant to which a Plan Award
          is memorialized.

II.       A.   "Board of  Directors"  shall mean the Board of  Directors  of the
               Corporation.

          B.   "Committee" shall mean the group  responsible for  administration
               of the Plan and awarding the Options.

III.      "Change  in  Control  of the  Corporation"  shall  be  deemed  to have
          occurred if any person (including any individual, firm, partnership or
          other entity)  together with all Affiliates and Associates (as defined
          under  Rule 12b-2 of the  General  Rules and  Regulations  promulgated
          under the Exchange  Act) of such person,  directly or indirectly is or
          becomes the  Beneficial  Owner (as  defined in Rule 13d-3  promulgated
          under the Exchange Act), of securities of the Corporation representing
          40% of more of the  combined  voting power of the  Corporation's  then
          outstanding securities, except:


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          A.   A trustee or other fiduciary holding securities under an employee
               benefit  plan  of  the  Corporation  or  any  subsidiary  of  the
               Corporation;

          B.   A corporation owned, directly or indirectly,  by the stockholders
               of the Corporation in substantially the same proportions as their
               ownership of the Corporation;

          C.   The Corporation or any subsidiary of the Corporation; or

          D.   A Participant  together with all Affiliates and Associates of the
               Participant,  but only with respect to the Option(s)  held by the
               Participant who,  together with his Affiliates or Associates,  if
               any, is or becomes the direct or indirect Beneficial Owner of the
               percentage of such securities.

IV.       "Commission"  shall mean the United  States  Securities  and  Exchange
          Commission.

V.        A.   "Code" shall mean the Internal  Revenue Code of 1986, as amended,
               and the rules and regulations thereunder.

          B.   "Service" shall mean the United States Internal Revenue Service.

VI.       "Common Stock" shall mean the common stock,  par value $.01 per share,
          of the Corporation, or any contraction or subdivision thereof.

VII.      Reserved.

VIII.     "Corporation"  shall mean  AmeriNet  Group.com,  Inc., a publicly held
          Delaware  corporation  with a class  of  securities  registered  under
          Section 12(g) of the Exchange Act.

IX.       "Disability"  shall have the same meaning as the term  "permanent  and
          total disability" under Section 22(e)(3) of the Code.

X.        "Employee"  shall mean a  common-law  employee  of  AmeriCom or of any
          Parent or Subsidiary.

XI.       A.   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
               amended, and the rules and regulations thereunder.

          B.   "Securities  Act"  shall  mean the  Securities  Act of  1933,  as
               amended, and the rules and regulations thereunder.

XII.      "Executive"  means  an  employee  of  AmeriCom  or of  any  Parent  or
          Subsidiary whose compensation is subject to the deduction  limitations
          set forth under Code Section 162(m).

XIII.     A.   "Fair  Market  Value"  of the  Corporation's  Common  Stock  on a
               Trading  Day shall mean the last  reported  sale price for Common
               Stock  or,  in case no such  reported  sale  takes  place on such
               Trading  Day, the average of the closing bid and asked prices for
               the Common Stock for such Trading Day, in either case as reported
               to the principal national securities exchange on which the Common
               Stock is listed or admitted to trading, or if the Common Stock is
               not listed or  admitted  to trading  on any  national  securities
               exchange  but is  traded  in  the  over-the-counter  market,  the
               closing sale price of the Common Stock or, if no sale is publicly
               reported, the average of the closing bid and asked quotations for
               the Common  Stock,  as reported to the  National  Association  of
               Securities Dealers,  Inc., a Delaware corporation registered as a
               self  regulatory  organization  by the  Commission  (the "NASD"),
               through its NASDAQ Stock  Market,  Inc.,  subsidiary's  Automated
               Quotation System  ("NASDAQ") or any comparable  system or, if the
               Common Stock is not listed on NASDAQ or a comparable  system, the
               closing sale price of the Common Stock or, if no sale is publicly
               reported,  the average of the closing  bid and asked  prices,  as
               furnished  to the  over the  counter  electronic  bulletin  board
               systems operated


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               by the NASD (the "OTC  Bulletin  Board")  or the  National  Daily
               Quotation System, Inc. (the "Electronic Pink Sheets");  and if no
               such  quotations  are  available,   the  last  available  pricing
               information  provided by members of the National  Association  of
               Securities  Dealers,  Inc.  who make a market in the Common Stock
               selected from time to time by the Corporation for that purpose.

          B.   In addition,  for purposes of this  definition,  a "Trading  Day"
               shall  mean,  if the  Common  Stock  is  listed  on any  national
               securities  exchange,  a business day during which such  exchange
               was open for trading  and at least one trade of Common  Stock was
               effected on such exchange on such business day, or, if the Common
               Stock is not listed on any  national  securities  exchange but is
               traded in the  over-the-counter  market,  a  business  day during
               which the  over-the-counter  market was open for  trading  and at
               least one "eligible dealer" quoted both a bid and asked price for
               the Common Stock.

          C.   An "eligible  dealer" for any day shall include any broker-dealer
               who quoted both a bid and asked price for such day, but shall not
               include any  broker-dealer who quoted only a bid or only an asked
               price for such day.

          D.   In the  event  the  Corporation's  Common  Stock is not  publicly
               traded,  the Fair  Market  Value of such  Common  Stock  shall be
               determined by the Committee in good faith.

XIV.      "Good Cause" shall mean:

          A.   A Participant's  willful or gross  misconduct or willful or gross
               negligence in the  performance  of his duties for AmeriCom or for
               any Parent or Subsidiary;

          B.   A Participant's intentional or habitual neglect of his duties for
               AmeriCom or for any Parent or Subsidiary;

          C.   A Participant's theft or misappropriation of funds of AmeriCom or
               of any Parent or Subsidiary or commission of a crime; or

          D.   The direct or indirect  breach by the Participant of the terms of
               a related  employment  contract  with  AmeriCom  or any Parent or
               Subsidiary.

XV.       "Incentive  Stock  Option"  shall mean a stock option  satisfying  the
          requirements for tax-favored  treatment under Section 422 of the Code,
          or any successor provisions thereto.

XVI.      A.   Inside Directors shall mean members of the Corporation's board of
               directors who also serve as officers, employees or consultants of
               the  Corporation,  who hold  more  than 10% of the  Corporation's
               capital stock or who are related by marriage or  consanguinity to
               any of the  foregoing  within  one  two  levels  (i.e.,  parents,
               siblings, spouses and their children or parents).

          B.   "Outside  Directors"  shall  mean  all  members  of the  Board of
               Directors  of the  Corporation  who are  classified  as  "outside
               directors" under Section 162(m) of the Code.

XVII.     "NASD"  shall mean the National  Association  of  Securities  Dealers,
          Inc.,  a  Delaware   corporation   registered  as  a  self  regulatory
          organization by the Commission, and its controlled subsidiaries.

XVIII.    Reserved.

XIX.      "Option" shall mean an Incentive Stock Option granted  pursuant to the
          provisions of Article Six hereof,  as such term is defined in the Code
          and the rules and regulations promulgated thereunder.

XX.       "Option  Holder"  shall  mean a  Participant  who is granted an Option
          under the terms of this Plan.



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XXI.     "Parent"  shall mean a corporation  that  substantially  owns AmeriCom
          within the meaning of Section 424(e) of the Code.

XXII.     "Participant"  shall mean any Employee or other  person  participating
          under this Plan.

XXIII.    "Plan  Award"  shall mean an Option  granted  pursuant to the terms of
          this Plan.

XXIV.     "Restricted  Stock" shall mean securities that are not registered with
          the Securities and Exchange  Commission  and  consequently  can not be
          resold unless they are so registered or an exemption from registration
          is available.

XXV.      Reserved.

XXVI.     "Subsidiary"  shall mean a subsidiary  corporation of AmeriCom  within
          the meaning of Section 424(f) of the Code.


                                  ARTICLE THREE
                                 ADMINISTRATION

I.        A.  This Plan shall be administered by the Committee.

          B.   Subject  to the  provisions  of  this  Plan,  the  Committee  may
               establish  from  time  to  time  such  regulations,   provisions,
               proceedings  and conditions of awards which, in its sole opinion,
               may be advisable in the administration of this Plan.

II.       A majority of the Committee shall constitute a quorum, and, subject to
          the provisions of this Article,  the acts of a majority of the members
          present at any meeting at which a quorum is present,  or acts approved
          in writing by a majority  of the  Committee,  shall be the acts of the
          Committee as a whole.

III.      The  Committee   shall  be  composed  of  Outside   Directors  of  the
          Corporation  that  meet the  definition  of  "Non-Employee  Directors"
          contained in Rule 16b-3(b)(3)  promulgated  under the Exchange Act and
          who are appointed by the Board of Directors to serve as the Committee;
          provided that the Committee  must always be comprised of not less than
          two  members  and  that if not  specifically  appointed,  it  shall be
          comprised of all of the then serving qualifying Outside Directors.

IV.       A.   The Committee will include a subcommittees  directly  responsible
               for allocation of Options to Directors,  Officers of Employees of
               AmeriCom  under this Plan and may include as a non-voting  member
               the chief executive officer of AmeriCom.

         B.    The subcommittee  shall comply with all  limitations,  conditions
               and  qualifications  on  the  grant  of  Options  imposed  by the
               Committee.

V.        The Committee, shall administer this Plan so as to comply at all times
          with  Section  16 of the  Exchange  Act and the rules and  regulations
          promulgated thereunder, to the extent such compliance is required, and
          shall  otherwise have plenary  authority to interpret this Plan and to
          make all  determinations  specified  in or  permitted  by this Plan or
          deemed  necessary  or  desirable  for  its  administration  or for the
          conduct of the Committee's business.

VI.       All interpretations and determinations of the Committee may be made on
          an  individual  or group  basis  and shall be  final,  conclusive  and
          binding on all interested parties.

VII.      Subject to the express  provisions of this Plan,  the Committee  shall
          have authority,  in its  discretion,  to determine the persons to whom
          Plan Awards shall be granted, the times when such Plan Awards shall be
          granted,  the number of Plan Awards,  the  purchase  price or exercise
          price of each Plan Award (if applicable), the period(s)

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          during which a Plan Award shall be exercisable (whether in whole or in
          part),  the restrictions to be applicable to Plan Awards and the other
          terms and provisions thereof (which need not be identical).

VIII.     The authority of the Committee shall include, without limitation,  the
          following:

          A.   Financing.

               The  arrangement  of temporary  financing for an Option Holder by
               registered broker-dealers, under the rules and regulations of the
               Federal  Reserve  Board,  for the purpose of  assisting an Option
               Holder in the  exercise of an Option,  such  authority to include
               the payment by AmeriCom of the commissions of the broker-dealer;

         B.    Procedures for Exercise of Option.

               The establishment of procedures for an Option Holder to:

               1.   Exercise an Option by payment of cash;

               2.   Have  withheld  from the  total  number  of shares of Common
                    Stock to be  acquired  upon the  exercise  of an Option that
                    number of shares having a Fair Market Value, which, together
                    with such  cash as shall be paid in  respect  of  fractional
                    shares,  shall equal the Option  exercise price of the total
                    number of shares of Common Stock to be acquired;

               3.   Exercise  all or a portion of an Option by  delivering  that
                    number of shares of Common Stock already owned by him having
                    a Fair Market  Value  which shall equal the Option  exercise
                    price  for the  portion  exercised  and,  in cases  where an
                    Option is not exercised in its entirety,  and subject to the
                    requirements  of the Code,  to permit the  Option  Holder to
                    deliver the shares of Common  Stock thus  acquired by him in
                    payment of shares of Common Stock to be received pursuant to
                    the  exercise of  additional  portions of such  Option,  the
                    effect  of  which  shall  be that an  Option  Holder  can in
                    sequence  utilize such newly acquired shares of Common Stock
                    in  payment  of the  exercise  price of the  entire  Option,
                    together  with  such  cash as  shall be paid in  respect  of
                    fractional shares; and

               4.   Engage in any other form of "cashless" exercise.

         C.    Withholding.

               The  establishment  of a procedure  whereby a number of shares of
               Common Stock or other  securities  may be withheld from the total
               number of shares of Common Stock or other securities to be issued
               upon  exercise of an Option or for the tender of shares of Common
               Stock  owned  by  any  Participant  to  meet  any  obligation  of
               withholding  for  taxes  incurred  by the  Participant  upon such
               exercise.

IX.       Administrative Procedures.

          A.   The Committee may establish any procedures determined by it to be
               appropriate in discharging its responsibilities under this Plan.

         B.    All actions and decisions of the Committee shall be final.

X.       Assignment or Transfer.

         A.    No grant or award of any Plan  Award or any  rights or  interests
               therein  shall be  assignable  or  transferable  by a Participant
               except  by  will or the  laws  of  descent  and  distribution  or
               pursuant to a domestic relations order.


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         B.    During the lifetime of a  Participant,  Incentive  Stock  Options
               granted hereunder shall be exercisable only by the Participant.

XI.      Investment Representation.

         In the case of Plan  Awards  paid in shares  of  Common  Stock or other
         securities,  or,  with  respect  to  shares of  Common  Stock  received
         pursuant to the exercise of an Option, the Committee may require,  as a
         condition of receiving such securities, that the Participant furnish to
         the  Corporation  such written  representations  and information as the
         Committee deems appropriate to permit the Corporation,  in light of the
         existence or nonexistence of an effective  registration statement under
         the  Securities  Act and any  applicable  provisions  of state laws, to
         deliver  such  securities  in  compliance  with the  provisions  of the
         Securities Act and any  applicable  provisions of state laws, or of the
         provisions of any exemptions from such requirements.

XII.     Withholding Taxes.

         A.    AmeriCom  shall have the right to deduct  from all cash  payments
               owed to a Participant for any reason,  any federal,  state, local
               or foreign  taxes  required by law to be withheld with respect to
               any Plan Awards.

         B.    In the case of the  issuance or  distribution  of Common Stock or
               other securities hereunder,  either directly or upon the exercise
               of  or  payment  upon  any  Plan  Award,  the  Corporation,  as a
               condition  of such  issuance  or  distribution,  may  require the
               payment  (through  withholding  from  the  Participant's  salary,
               reduction  of the  number  of  shares  of  Common  Stock or other
               securities to be issued, or otherwise) of any such taxes.

         C.    Each  Participant  may satisfy  the  withholding  obligations  by
               paying  to the  Corporation  a cash  amount  equal to the  amount
               required to be  withheld or by  tendering  to the  Corporation  a
               number of shares of Common  Stock  having a value  equivalent  to
               such  cash  amount,  or by  use  of any  available  procedure  as
               described under Article Three hereof.

XIII.     Costs and Expenses.

          The costs and  expenses of  administering  this Plan shall be borne by
          AmeriCom  and  shall  not be  charged  against  any  award  nor to any
          employee receiving a Plan Award.

XIV.      Funding of Plan.

         A.   This Plan shall be unfunded.

         B.    Neither  the  Corporation  not  AmeriCom  shall  be  required  to
               segregate  any of its  assets to assure  the  payment of any Plan
               Award under this Plan.

         C.    Neither the  Participants  nor any other  persons  shall have any
               interest  in any fund or in any  specific  asset or assets of the
               Corporation  or any other  entity  by  reason of any Plan  Award,
               except to the extent expressly provided hereunder.

         D.    The  interests  of  each   Participant  and  former   Participant
               hereunder  are  unsecured  and shall be  subject  to the  general
               creditors of the Corporation and A,eriCom.

XV.      Other Incentive Plans.

         The adoption of this Plan does not preclude the adoption by appropriate
         means of any other  incentive plan for  employees,  or the grant of any
         benefits or compensation,  including, without limitation, securities of
         the  Corporation  or  AmeriCom,  under any  employment,  consulting  or
         acquisition agreements.


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XVI.     Payments Due Missing Persons.

         A.    AmeriCom  shall make a  reasonable  effort to locate all  persons
               entitled to benefits  under this Plan;  however,  notwithstanding
               any  provisions of this Plan to the contrary,  if, after a period
               of one year from the date such  benefits  shall be due,  any such
               persons entitled to benefits have not been located,  their rights
               under this Plan shall stand suspended.

         B.    Before this provision  becomes  operative,  AmeriCom shall send a
               certified  letter  to  all  such  persons  at  their  last  known
               addresses  advising  them that their rights under this Plan shall
               be suspended.

         C.    Subject to all applicable  state escheat laws, any such suspended
               amounts  shall be held by the  Corporation  for a  period  of one
               additional  year and  thereafter  such amounts shall be forfeited
               and thereafter remain the property of the Corporation.

XVII.    Incapacity.

         If the  Committee  shall  receive  evidence  satisfactory  to it that a
         person  entitled  to receive  payment of any Plan Award is, at the time
         when  such  benefit  becomes  payable,  a minor,  or is  physically  or
         mentally  incompetent  to  receive  such Plan Award and to give a valid
         release  thereof,  and that another  person or an  institution  is then
         maintaining  or has  custody  of such  person  and  that  no  guardian,
         committee  or other  representative  of the estate of such person shall
         have been duly  appointed,  the Committee may make payment of such Plan
         Award  otherwise  payable  to such  person  to  such  other  person  or
         institution, including a custodian under a Uniform Gifts to Minors Act,
         or corresponding  legislation (who shall be an adult, a guardian of the
         minor or a trust  company),  and the  release by such  other  person or
         institution shall be a valid and complete  discharge for the payment of
         such Plan Award.

XVIII.   Evidence of Award.

         Each Plan Award may be evidenced by a signed  written  instrument  (the
         "Award   Indentures")   between  the  Corporation,   AmeriCom  and  the
         Participant containing the terms and conditions of the award.

XIX.     Publication & Availability of Plan.

         A.    A  current  copy of this  Plan and any  interpretative  and legal
               materials  deemed  appropriate  by the  Committee  shall  be made
               generally  available to the potential Award  recipients who, as a
               condition to the delivery of an Award  Indenture,  must represent
               that  they  have had  access  to such  materials  and have  fully
               reviewed them.

         B.    The  foregoing  availability  requirements  will  be  met  if the
               subject  materials are maintained on AmeriCom's  Internet website
               and are accessible  there to potential  Award  recipients  either
               generally or through use of a password actually provided to them.

         C.    In the  event  the  required  materials  are  not  maintained  on
               AmeriCom's Internet website,  then they must be made available in
               hard copy to potential Award  recipients  prior to delivery of an
               Award Indenture.


                                  ARTICLE FOUR
                       MAXIMUM SHARES AUTHORIZED FOR PLAN

I.        Subject to the adjustments provided in Article Seven of this Plan, the
          aggregate  number of shares of the Common  Stock  which may be granted
          for all purposes under this Plan shall be 200,000 shares.

II.       Shares of Common Stock underlying awards of securities  (derivative or
          not) and shares of Common Stock awarded hereunder (whether or not on a
          restricted basis) shall be counted against the limitation set forth in
          the


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          immediately  preceding  sentence  and may be reused to the extent that
          the related Plan Award to any individual is settled in cash,  expires,
          is terminated unexercised, or is forfeited.

III.      Common  Stock  granted to satisfy  Plan Awards  under this Plan may be
          authorized and unissued  shares of the Common Stock,  issued shares of
          such  Common  Stock held in the  Corporation's  treasury  or shares of
          Common Stock acquired on the open market.

IV.       Notwithstanding  the foregoing,  the Corporation's  transfer agent and
          its general counsel shall:

          A.   Retain a copy of this Plan,  and any  amendments  or  supplements
               thereof, in its records of the Corporation's affairs;

          B.   Be provided with and retain copies of all  instruments  effecting
               Plan Awards;

          C.   Assure that shares adequate to meet the Corporation's obligations
               under the Plan are reserved for issuance in compliance therewith;

          D.   Immediately notify AmeriCom and any Participants  affected in the
               event that shares adequate to meet the Corporation's  obligations
               under the Plan are not authorized;

          E.   Assure that, in conjunction  with the issuance or transfer of any
               securities under the Plan, the holder complies with all reporting
               and registration  requirements  imposed under the Securities Act,
               the Exchange Act, comparable provisions of applicable state laws,
               policies of the Corporation implemented to assure compliance with
               all  such  laws  and  the  regulations   and  rules   promulgated
               thereunder, or the legally available exemptions therefrom.


                                  ARTICLE FIVE
                                   ELIGIBILITY

I.        Officers and  Employees of AmeriCom  who are  regularly  employed on a
          salaried   basis  as  common  law  employees   shall  be  eligible  to
          participate in this Plan.

II.       Eligibility  for  participation  under  the Plan  shall  expire on the
          earlier of any date required  under  applicable  laws or the ninetieth
          day  following  the  end  of the  participants  association  with  the
          Corporation and its Subsidiaries.


                                   ARTICLE SIX
                                     AWARDS

I.        The Committee shall have the authority,  in its  discretion,  to grant
          Incentive Stock Options.

II.       Notwithstanding   anything  contained  herein  to  the  contrary,   an
          Incentive  Stock Option may be granted only to common law employees of
          AmeriCom  but not to any  director or officer who is not also a common
          law employee.

III.      The terms and conditions of the Options shall be determined  from time
          to time by the Committee;  provided, however, that the Options granted
          under this Plan shall be subject to the following:

         A.         Exercise Price.

               1.   The Committee shall establish the exercise price at the time
                    any Option is granted at such amount as the Committee  shall
                    determine;  provided,  however,  that the exercise price for
                    each share of Common Stock  purchasable  under any Incentive
                    Stock Option granted hereunder

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                    shall be such  amount as the  Committee  shall,  in its best
                    judgment,  determine to be not less than one hundred percent
                    (100%) of the Fair Market Value per share of Common Stock at
                    the date the Option is granted; and provided,  further, that
                    in the case of an Incentive Stock Option granted to a person
                    who,  at the time such  Incentive  Stock  Option is granted,
                    owns shares of stock of the  Corporation or of any Parent or
                    Subsidiary  which possess more than ten percent (10%) of the
                    total  combined  voting  power of all  classes  of shares of
                    stock of the Corporation or of any Parent or Subsidiary, the
                    exercise  price for each share of Common Stock shall be such
                    amount  as  the  Committee,  in  its  best  judgment,  shall
                    determine to be not less than one hundred ten percent (110%)
                    of the Fair  Market  Value per share of Common  Stock at the
                    date the Option is granted.

               2.   The  exercise   price  will  be  subject  to  adjustment  in
                    accordance  with the  provisions  of  Article  Seven of this
                    Plan.

         B.    Payment of Exercise Price.

               1.   The price per share of Common  Stock  with  respect  to each
                    Option shall be payable at the time the Option is exercised.

               2.   Such price  shall be payable in cash or  pursuant  to any of
                    the methods set forth in Article Three VII-B hereof.

               3.   Shares of  Common  Stock  delivered  to the  Corporation  in
                    payment of the  exercise  price  shall be valued at the Fair
                    Market Value of the Common Stock on the date  preceding  the
                    date of the exercise of the Option.

         C.    Exercisability of Options.

               1.   Except as provided  in Article  Five III with  reference  to
                    eligibility and Article Six III-A-5 hereof with reference to
                    termination   of   relationship,   each   Option   shall  be
                    exercisable  in  whole  or  in  installments,  and  at  such
                    time(s),  and subject to the  fulfillment  of any conditions
                    on,  and to any  limitations  on,  exercisability  as may be
                    determined by the Committee at the time of the grant of such
                    Options.

               2.   The  right to  purchase  shares  of  Common  Stock  shall be
                    cumulative  so that when the right to purchase any shares of
                    Common  Stock has accrued such shares of Common Stock or any
                    part thereof may be purchased at any time  thereafter  until
                    the expiration or termination of the Option.

         D.    Expiration of Incentive Stock Options.

               No Incentive Stock Option by its terms shall be exercisable after
               the  expiration  of ten (10)  years from the date of grant of the
               Option; provided, however, that in the case of an Incentive Stock
               Option  granted  to a person  who,  at the time  such  Option  is
               granted, owns shares of stock of the Corporation or of any Parent
               or Subsidiary possessing more than ten percent (10%) of the total
               combined  voting  power of all  classes of shares of stock of the
               Corporation or of any Parent or Subsidiary, such Option shall not
               be  exercisable  after the  expiration of five (5) years from the
               date such Option is granted.

         E.    Exercise   Upon  Option   Holder's   Termination   of  Employment
               Relationship.

               1.   If the  employment of an Option Holder by AmeriCom or by any
                    Parent or Subsidiary is terminated for any reason other than
                    death,  any  Incentive  Stock Option  granted to such Option
                    Holder may not be  exercised  later than three  months  (one
                    year in the case of termination due to Disability) after the
                    date of such termination of employment.


                                    Page 36
<PAGE>

               2.   a.   If an  Option  Holder's  employment  is  terminated  by
                    AmeriCom for Good Cause or if an Option  Holder  voluntarily
                    terminates his employment other than for Disability  without
                    the written consent of the Committee,  regardless of whether
                    such  Option  Holder  continues  to serve as a  director  of
                    AmeriCom,  then the Option Holder shall, at the time of such
                    termination of employment forfeit all rights to exercise any
                    and all of the outstanding  Option(s) theretofore granted to
                    the Option Holder.

                    b.   The  reduction  in the  ownership  of  AmeriCom  by the
                    Corporation  below one share more than 50% shall be deemed a
                    termination  of the  employment of all Option  Holders under
                    this Plan.

         F.    Maximum Amount of Incentive Stock Options.

               1.   Each Plan Award  under  which  Incentive  Stock  Options are
                    granted  shall  provide that to the extent the  aggregate of
                    the  Fair  Market  Value  of  the  shares  of  Common  Stock
                    (determined  as of the  time  of the  grant  of the  Option)
                    subject to such  Incentive  Stock Option and the fair market
                    values  (determined  as of  the  date(s)  of  grant  of  the
                    option(s)  of all other  shares of Common  Stock  subject to
                    incentive  stock options  granted to an Option Holder by the
                    Corporation or AmeriCom which are  exercisable for the first
                    time by any person during any calendar  year,  exceed(s) one
                    hundred thousand dollars  ($100,000),  such excess shares of
                    Common Stock shall not be deemed to be purchased pursuant to
                    Incentive Stock Options.

               2.   The terms of the  immediately  preceding  sentence  shall be
                    applied by taking all options,  whether or not granted under
                    this  Plan,  into  account  in the  order in which  they are
                    granted.


                                  ARTICLE SEVEN
                                   ADJUSTMENTS

I.       Recapitalization, etc.

         A.    In the  event  there is any  change  in the  Common  Stock of the
               Corporation  by reason of any  reorganization,  recapitalization,
               stock  split,   stock  dividend  or  otherwise,   they  shall  be
               substituted   for  or  added  to  each  share  of  Common   Stock
               theretofore  appropriated  or  thereafter  subject,  or which may
               become subject,  to any Option,  the number and kind of shares of
               stock or other  securities into which each  outstanding  share of
               Common  Stock  shall be so  changed  or for which each such share
               shall be exchanged,  or to which each such share be entitled,  as
               the case may be, and the per share  price  thereof  also shall be
               appropriately adjusted.

         B.    Notwithstanding the foregoing:

               1.   Each  adjustment  with respect to an Incentive  Stock Option
                    shall  comply with the rules of Section  424(a) of the Code,
                    or any successor section thereof; and

               2.   In no event shall any  adjustment be made which would render
                    any  Incentive  Stock Option  granted  hereunder to be other
                    than an  Incentive  Stock Option for purposes of Section 422
                    of the Code or any successor thereof.

II.      Merger, Consolidation or Change in Control of Corporation.

         A.    Upon  the  occurrence  of any  of the  events  set  forth  in the
               immediately following subsections,  the holder of any such Option
               theretofore  granted  and still  outstanding  (and not  otherwise
               expired) shall have the right  immediately prior to the effective
               date of such event to exercise such Option(s) in whole or in part
               without  regard to any  installment  provision that may have been
               made part of the terms and


                                    Page 37
<PAGE>

               conditions  of  such  Option(s)  and all  restrictions  regarding
               transferability  and  forfeiture  on shares of  Restricted  Stock
               shall be removed  immediately prior to the effective date of such
               event;  provided that any conditions precedent to the exercise of
               such Option(s), other than the passage of time, have occurred.

         B.    The predicate  events  referred to in the  immediately  preceding
               subsection are:

               1.   The merger or  consolidation of the Corporation with or into
                    another  corporation  (pursuant to which the stockholders of
                    the  Corporation   immediately   prior  to  such  merger  or
                    consolidation  will  not,  as of the date of such  merger or
                    consolidation, own a beneficial interest in shares of voting
                    securities  of the  corporation  surviving  such  merger  or
                    consolidation  having at least a  majority  of the  combined
                    voting  power  of  such   corporation's   then   outstanding
                    securities),  if the  agreement  of merger or  consolidation
                    does not provide for the  continuance of the Options,  Stock
                    Appreciation  Rights and shares of Restricted  Stock granted
                    hereunder  or the  substitution  of new  options for Options
                    granted hereunder,  or for the assumption of such Options by
                    the surviving corporation;

               2.   The   dissolution,   liquidation,   or   sale   of   all  or
                    substantially  all the assets of the Corporation to a person
                    unrelated  to the  Corporation  or to a direct  or  indirect
                    owner of a majority of the voting power of the Corporation's
                    then  outstanding  voting  securities  (such  sale of assets
                    being referred to as an "Asset Sale"); or

               3.   The Change in Control of the Corporation;

         C.    The Corporation,  to the extent  practicable,  shall give advance
               notice to affected Option Holders of such merger,  consolidation,
               dissolution,  liquidation, Asset Sale or Change in Control of the
               Corporation.

         D.    All Options  subject to the  provisions of this Article Seven II,
               other than in the case of a Change in Control of the Corporation,
               which are not  exercised  shall be forfeited as of the  effective
               time of such merger, consolidation,  dissolution,  liquidation or
               Asset Sale.


                                  ARTICLE EIGHT
                        AMENDMENT OR TERMINATION OF PLAN

I.       The  Board of  Directors  of the  Corporation  shall  have the right to
         amend,  suspend or terminate  this Plan at any time,  provided  that no
         amendment shall be made which shall increase the total number of shares
         of the  Common  Stock of the  Corporation  which may be issued and sold
         pursuant to Incentive Stock Options,  reduce the minimum exercise price
         in the case of an Incentive  Stock Option or modify the  provisions  of
         this Plan  relating to  eligibility  with  respect to  Incentive  Stock
         Options  unless such  amendment  is made by or with the approval of the
         stockholders within 12 months of the effective date of such amendment.

II.      The Board of Directors of the  Corporation  shall also be authorized to
         amend  this  Plan  and  the  Options  granted  thereunder  to  maintain
         qualification  as  "incentive  stock  options"  within  the  meaning of
         Section 422 of the Code, or any successor provisions, if applicable.

III.     Except as  otherwise  provided  herein,  no  amendment,  suspension  or
         termination  of this  Plan  shall  alter  or  impair  any  Plan  Awards
         previously  granted  under this Plan  without the consent of the holder
         thereof,  except as required to comply with  applicable  conditions  or
         requirements  of the Code, the Securities  Act, the Exchange Act or any
         other applicable law of the United States,  or of any states in which a
         Participant  is domiciled or under which the  Corporation is subject to
         in personam jurisdiction and regulation.


                                    Page 38
<PAGE>



IV.       This  Plan  shall  automatically  terminate  on  the  day  immediately
          preceding the tenth  anniversary  of the date this Plan was adopted by
          the Board of Directors of the Corporation, unless sooner terminated by
          the Board of Directors.

V.        No Plan  Awards  may be  granted  under  this Plan  subsequent  to the
          termination of this Plan.


                                  ARTICLE NINE
                        LIABILITY & DISPUTE RESOLUTION..

I.        Liability and Indemnification.

          A.   Neither   AmeriCom  nor  any  Parent  or   Subsidiary   shall  be
               responsible

               1.   For any action or  omission of the  Committee,  or any other
                    fiduciaries   in  the   performance   of  their  duties  and
                    obligations as set forth in this Plan.

               2.   For any act or  omission  of any of  their  agents,  or with
                    respect to reliance  upon advice of their  counsel  provided
                    that AmeriCom  and/or the  appropriate  Parent or Subsidiary
                    relied in good  faith  upon the  action of such agent or the
                    advice of such counsel.

          B.   1.   Except for their own gross negligence or willful  misconduct
                    regarding  the   performance  of  the  duties   specifically
                    assigned to them under or their willful  breach of the terms
                    of, this Plan, AmeriCom,  each Parent and Subsidiary and the
                    Committee shall be held harmless by the Participants, former
                    Participants,   beneficiaries   and  their   representatives
                    against  liability or losses  occurring by reason of any act
                    or omission.

               2.   Neither AmeriCom,  any Parent or Subsidiary,  the Committee,
                    nor  any   agents,   employees,   officers,   directors   or
                    shareholders of any of them, nor any other person shall have
                    any liability or  responsibility  with respect to this Plan,
                    except as expressly provided herein.

II.        Applicable Law & Venue.

           A.  All  questions  pertaining  to  the  validity,  construction  and
               administration  of this Plan shall be  determined  in  accordance
               with the laws of the State of  Delaware,  exclusive of any choice
               of law provisions  thereof which would result in the  application
               of substantive laws other than those of the State of Delaware.

           B.  Venue  for any  proceeding  arising  hereunder,  whether  in law,
               equity, administration or alternate dispute resolution, shall, to
               the  extent  legally  permissible,  lie  exclusively  in  Broward
               County, Florida.

III.       Limitations on Dispute Resolution.

           A.  If there is any dispute hereunder which cannot be resolved by the
               parties (a "Disputed  Item"),  any party with requisite  standing
               may seek a resolution  solely by  arbitration  by applying for an
               arbitrator   to  be  appointed   by  the   American   Arbitration
               Association in accordance  with the rules and regulations of that
               association, except as specifically modified hereby.

           B.  In the event arbitration is requested,  both Parties must proceed
               as quickly as possible to  arbitration  and accept the results of
               same as final and binding.

           C.  The losing Party in the arbitration shall pay all of the costs of
               the arbitration.



                                    Page 39
<PAGE>

           D.  In the event that the results of the  arbitration  cannot be said
               to result in a winning Party and a losing Party,  the  arbitrator
               shall decide how the costs and expenses of the arbitration  shall
               be borne by the Parties.

           E.  Any judgment  upon the award  rendered by the  arbitrator  may be
               enforced in the Circuit Court sitting in and for Broward  County,
               Florida.

IV.      Jurisdiction.

          By  acceptance  of a Plan Award,  a  recipient  will be deemed to have
          irrevocably:

           A.  Submitted to the  jurisdiction  of any state or federal  court or
               private dispute  resolution  tribunal  sitting in Broward County,
               Florida,  in any action or proceeding  arising out of or relating
               to this Plan and agrees  that all claims in respect of the action
               or  proceeding  may be heard and  determined in any such court or
               tribunal;

            B. Agreed not to bring any action or  proceeding  arising  out of or
               relating to this Plan in any other court or tribunal.

            C. Waived any defense of  inconvenient  forum to the  maintenance of
               any action or proceeding so brought and waives any bond,  surety,
               or other  security that might be required of any other party with
               respect thereto.


                                   ARTICLE TEN
                            MISCELLANEOUS PROVISIONS

I.       Interpretation.

            A. The words "include,"  "includes" and "including" when used herein
               shall be deemed in each case to be followed by the words "without
               limitation."

            B. The headings  contained in this Plan are for  reference  purposes
               only  and  shall  not   affect   in  any  way  the   meaning   or
               interpretation of this Plan.

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

            D. 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.

            E. Each exhibit and schedule  referenced in this Plan, if any, shall
               be annexed hereto and shall be considered a part hereof as if set
               forth in the body hereof in full.

II.      Severability.

            A. Whenever  legally  possible,  each provision of this Plan will be
               interpreted  in such  manner as to be  effective  and valid under
               applicable  law, but if any  provision of this Plan is held to be
               invalid,  illegal  or  unenforceable  in any  respect  under  any
               applicable  law or rule  in any  jurisdiction,  such  invalidity,
               illegality  or   unenforceability   will  not  affect  any  other
               provision  or any  other  jurisdiction  but  this  Plan  will  be
               interpreted,  construed and enforced in such  jurisdiction  as if
               such invalid,  illegal or unenforceable  provision had never been
               contained herein.



                                    Page 40
<PAGE>

            B. Where  a   provision   of  this  Plan  is  held  to  be   legally
               unenforceable,  by acceptance of a Plan Award, a recipient  shall
               be deemed to have  irrevocably  agreed to authorize a tribunal of
               competent jurisdiction,  acting at the request of the Corporation
               or AmeriCom,  to substitute in its place the legally  enforceable
               provision most closely effecting the intent of the provision that
               was found to be unenforceable.

III.     Notices.

            A. Each  notice  relating  to this  Plan  shall  be in  writing  and
               delivered in person or by certified mail to the proper address.

            B. All  notices  to  the  Corporation  or  the  Committee  shall  be
               addressed to it at the Corporation's  address last set forth in a
               document filed by the Corporation  with the Commission and posted
               on  the  Commission's  Internet  web  site  at  www.sec.gov,   in
               conjunction  with  the  Commission's   current   electronic  data
               gathering  and  retrieval  system  ("EDGAR"),  or any  successors
               thereto.

            C. All notices to AmeriCom  shall be addressed  to it at  AmeriCom's
               address  last set forth in a  document  filed by the  Corporation
               with the Commission and posted on the  Commission's  Internet web
               site at www.sec.gov, in conjunction with the Commission's current
               electronic data gathering and retrieval system ("EDGAR"),  or any
               successors thereto.

            D. All notices to Participants,  former Participants,  beneficiaries
               or other persons acting for or on behalf of such persons shall be
               addressed  to such  person at the last  address  for such  person
               maintained in the Committee's records.

III.     Expenses.

         Except as  otherwise  provided in this Plan,  each  recipient of a Plan
         Award shall be responsible for payment of all resulting sales and other
         transfer taxes, if any.

IV.      No Third-Party Beneficiaries.

         Neither  this  Plan  nor any  provision  hereof,  nor any  document  or
         instrument executed or delivered pursuant to this Plan, shall be deemed
         to  create  any  right in favor of or impose  any  obligation  upon any
         person  or  entity  other  than  those  to whom a duly  executed  Award
         Indenture is delivered by an authorized Officer of the Corporation.

V.       Entire Plan.

            A. This Plan and the  agreements,  instruments,  schedules and other
               writings   referred   to  in  this  Plan   contain   the   entire
               understanding  of the Parties with respect to the subject  matter
               of this Plan.

            B. There  are no  restrictions,  agreements,  promises,  warranties,
               covenants or  undertakings  other than those  expressly set forth
               herein or therein.

            C  This Plan  supersedes  all prior  agreements  and  understandings
               between the Parties with respect to its subject matter.

VI.      Non-guarantee of Employment or Consulting Relationship.

         Nothing  contained  in this Plan shall be  construed  as a contract  of
         employment  (or as a  consulting  contract)  between  AmeriCom  (or any
         Parent or Subsidiary),  and any employee or Participant,  as a right of
         any  employee or  Participant  to be  continued  in the  employment  of
         AmeriCom (or any Parent or Subsidiary), or as a limitation on the right
         of  AmeriCom  or any  Parent  or  Subsidiary  to  discharge  any of its
         employees (or Consultants), at any time, with or without cause.

                                    Page 41
<PAGE>


VII.     Cooperation of Parties.

         A.       All parties to this Plan and any person  claiming any interest
                  hereunder  agree to perform  any and all acts and  execute any
                  and all  documents and papers which are necessary or desirable
                  for carrying out this Plan or any of its provisions.

         B.       In the  event  that any  recipient  of a Plan  Award  fails to
                  comply  with the  provisions  of this  subsection  VIII within
                  three  business  days  after  receipt  of a written  notice of
                  non-compliance specifying the required action, the Award shall
                  become  void and all  rights  thereto  shall be deemed to have
                  expired unexercised.

VIII.    License.

         A.    This form of plan is the property of the Yankee Companies,  Inc.,
               a  Florida  corporation  ("Yankees")  and the use  hereof  by the
               Parties is authorized hereby solely for the purposes contemplated
               hereby.

         B.    The use of this form of plan or of any derivation thereof without
               Yankees' prior written permission is prohibited.

         C.    This Plan  shall not be more  strictly  interpreted  against  any
               person as a result of its authorship.


                                      * * *

     In  Witness  Whereof,   pursuant  to  a  duly  adopted  resolution  of  the
Corporation's  Board of Directors,  currently in effect,  the  undersigned  have
executed this Indenture, by and on behalf of the Corporation.

                            AmeriNet Group.com, Inc.

Dated:   December 19, 2000
                            By: /s/ Lawrence R. Van Etten
                              Lawrence R. Van Etten
                                    President

                                {Corporate Seal}

                          Attest: /s/ Vanessa H. Lindsey
                               Vanessa H. Lindsey
                                    Secretary

         Before me, an officer duly authorized to administer  oaths by the State
of Florida,  did personally appear Lawrence R. Van Etten and Vanessa H. Lindsey,
known to me, who being duly sworn, did certify to me, in my presence,  that they
executed this  Indenture,  in the  capacities  indicated,  on the date set forth
above,  as the  act of  AmeriNet  Group.com,  Inc.,  a  publicly  held  Delaware
corporation  with a class of  securities  registered  under Section 12(g) of the
Securities  Exchange Act of 1934,  as amended (the  "Corporation"),  pursuant to
authority of a duly promulgated and currently  effective  resolution of its duly
elected and serving Board of Directors, and that by such action, the Corporation
has become bound by the terms thereof.

         Witness  my hand and  seal,  this  ___ day of  ____________,  2000.  My
commission expires:

{Notarial Seal}
                                              ----------------------
                                                Notary Public
                                     Page 42