AMERINET GROUP.COM, INC.
                  2001 OFFICERS' & DIRECTORS' STOCK OPTION PLAN
                         EFFECTIVE AS OF JANUARY 1, 2001

STATE OF FLORIDA  }
COUNTY OF MARION  } SS.:

         Pursuant  to a duly  adopted  resolution  of its  Board  of  Directors,
ratified  by its  stockholders  at the annual  meeting of  stockholders  held on
December  21,  2000,  at  Ocala,  Florida,  both  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 Group.com, Inc. 2001
Officers'  &  Directors'  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  Non-Qualified  Stock
         Options and Incentive  Stock Options,  as such terms are defined in the
         Code and the rules and regulations promulgated thereunder.

II.      This Plan shall become effective on January 1, 2001.

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 the Corporation in its ability
         to recruit and retain the services of Participants upon whose judgment,
         interest and special effort the successful conduct of the Corporation'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  or  her  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 the Corporation 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 the  Corporation 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 NAD 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 or  her  duties  for  the
               Corporation or for any Parent or Subsidiary;

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

         C.    A  Participant's  theft  or  misappropriation  of  funds  of  the
               Corporation  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 or consulting  contract with the Corporation
               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 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.    "Non-Qualified  Option"  shall  mean a stock  option  which  does  not
          satisfy the requirements  for, or which is not intended to be eligible
          for, tax-favored treatment under Section 422 of the Code.

XIX.      "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
          Option granted  pursuant to the  provisions of Article Six hereof,  as
          such  terms are  defined  in the Code and the  rules  and  regulations
          promulgated thereunder.

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

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

XXII.     "Participant" shall mean any Officer or Director of the Corporation or
          former  Officer or Director of the  Corporation  who  received  rights
          under  this Plan  while  serving  as an  Officer  or  Director  of the
          Corporation,  participating under this Plan,  excluding any person who
          holds  such  office  as  a  result  of  obligations   imposed  on  the
          Corporation  pursuant  to the  terms of an  agreement  that  permits a
          person to designate  nominees for election to the Corporation's  Board
          of  Directors   (e.g.,   pursuant  to  the  terms  of  an  acquisition
          agreement).

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 Commission and  consequently  can not be resold unless they are so
          registered or an exemption from registration is available.

XXV.      "Stock Appreciation  Rights" shall mean the right to receive a payment
          in cash or stock based on the  difference  between a specified  amount
          per share of stock (the market value on the grant date) and the market
          price per share at some future date.

XXVI.     "Subsidiary"  shall mean a subsidiary  corporation of the  Corporation
          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  comprised  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.       Members  of  the  Corporation's  Board of Directors during the
                  calendar  year  starting  on  January  1,  2001 and  ending on
                  December 31, 2001 who are not provided other  compensation  by
                  the  Corporation's  Subsidiaries  and who are not  serving  as
                  designees  of other  persons  (e.g.,  pursuant to the terms of
                  acquisition  agreements),   shall  be  compensated  for  their
                  services  during  the period  starting  on January 1, 2001 and
                  ending on December 31, 2001 pursuant to this Plan, as follows:

                  1.       a.       For  basic  service   as  a   member  of the
                                    Corporation's   Board  of  Directors,   each
                                    qualifying member of the Corporation's Board
                                    of  Directors  shall be granted an Option to
                                    purchase 15,000 shares of the  Corporation's
                                    common  stock during the twelve month period
                                    commencing  on January 1, 2001 and ending on
                                    December  31,  2002,  at an  exercise  price
                                    based on the last reported transaction price
                                    for the


                                    Page 15
<PAGE>

                                    Corporation's  common stock  reported on the
                                    OTC Bulletin Board on December 22, 2000, the
                                    first business day following the 2000 annual
                                    meeting of the Corporation's stockholders.

                           b.       The Options  will vest as to 1,000 shares of
                                    the underlying  common stock per month, with
                                    all unvested Options vesting on December 31,
                                    2001,  provided  that  the  Participant  has
                                    materially  complied  with all of his or her
                                    obligations   under  the  separate  director
                                    service  agreements each Participant will be
                                    required to enter into with the  Corporation
                                    as a  condition  to  participation  in  this
                                    Plan.

                  2.       For service on the audit or executive committee,  the
                           Option  will be  increased  by an  additional  10,000
                           shares  which will vest at the rate of 800 shares per
                           month,  with all unvested Options vesting on December
                           31,  2001,   provided   that  the   Participant   has
                           materially   complied   with   all   of  his  or  her
                           obligations   under  the  separate  director  service
                           agreements each Participant will be required to enter
                           into  with  the   Corporation   as  a  condition   to
                           participation in this Plan; and

                  3.       For  service  as the chair of the audit or  executive
                           committee,   the  Option  will  be  increased  by  an
                           additional  5,000  shares which will vest at the rate
                           of 400 shares per month,  with all  unvested  Options
                           vesting  on  December  31,  2001,  provided  that the
                           Participant  has materially  complied with all of his
                           or  her  obligations   under  the  separate  director
                           service  agreements each Participant will be required
                           to enter into with the  Corporation as a condition to
                           participation in this Plan.

         B.       All of the  foregoing  Options will require that the recipient
                  comply  on  a  timely  basis  with  all   personal   reporting
                  obligations  to the  Commission  pertaining to his or her role
                  with  the  Corporation  and that  the  recipient  serve in the
                  designated  position  providing  all of the services  required
                  thereby  prudently  and in good faith until  December 31, 2001
                  (unless  such person was not  elected to such  position by the
                  Corporation's  stockholders  despite a willingness and ability
                  to serve).

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.     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 the  Corporation 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;

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                  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 theCode,
                           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   (other   than  a
                  Non-Qualified Option) 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.

         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.

                                    Page 17
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XII.     Withholding Taxes.

         A.       The  Corporation  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 the
         Corporation  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.       The Corporation shall not 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.

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,  under  any  employment,  consulting  or  acquisition
         agreements.

XVI.     Payments Due Missing Persons.

         A.       The Corporation  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, the Corporation 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.

                                    Page 18

<PAGE>



         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  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 the Corporation'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 the
                  Corporation'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 1,000,000 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 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:



                                    Page 19

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         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  the  Corporation  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 Directors of the  Corporation  who are not provided  other
         compensation by the Corporation's  Subsidiaries and who are not serving
         as  designees  of  other  persons  (e.g.,  pursuant  to  the  terms  of
         acquisition agreements), shall be eligible to participate in this Plan;
         provided that only Officers and Directors who are also Employees may be
         warded Incentive Stock Options.

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 or to grant Non-Qualified  Stock  Options or to
         grant both types of Options.

II.      Notwithstanding anything contained herein to the contrary, an Incentive
         Stock  Option  may be  granted  only to  common  law  employees  of the
         Corporation  or of any Parent or  Subsidiary  now existing or hereafter
         formed or acquired,  and not to any director or officer who is not also
         a common law employee.

III.     The  terms  and  conditions  of the  Options  shall,  except  as herein
         specifically  set forth to the contrary,  be as 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 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

                                    Page 20

<PAGE>


                           (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 with  reference to
                           eligibility   and  Article  Six  III-E   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.

                  1.       If  the   employment  of  an  Option  Holder  by  the
                           Corporation   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.

                  2.       a.       For purposes  of  determining  whether   any
                                    Option Holder has incurred a termination  of
                                    employment  an  Option Holder who is both an
                                    employee and a director of  the  Corporation
                                    and/or  any  Parent  or   Subsidiary   shall
                                    (with respect to any  Non-Qualified   Option
                                    that may  have  been  granted   to  him)  be
                                    considered to have



                                    Page 21
<PAGE>



                                    incurred a termination  of  employment  only
                                    upon his or her  termination of service both
                                    as an employee and as a director.

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

                           c.       The   reduction  in  the  ownership  of  any
                                    Subsidiary  by  the  Corporation  below  one
                                    share  more  than  50%  shall  be  deemed  a
                                    termination  of the employment of all Option
                                    holders  whose   determination  of  required
                                    status  under  this  Plan is  predicated  on
                                    their   status  in   connection   with  such
                                    Subsidiary.

         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
                           any Parent or  Subsidiary, 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.


                                    Page 22
<PAGE>



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  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.




                                    Page 23
<PAGE>



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.

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  the Corporation 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 the Corporation  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 or their willful breach
                           of the  terms of this  Plan,  the  Corporation,  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 the  Corporation,  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.

                                    Page 24

<PAGE>



         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.

         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


                                     Page 25
<PAGE>

                  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.

         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,  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 s hall  be  in  writing  and
                  delivered in person or by certified mail to th 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    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 Relationship.

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



                                    Page 26
<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 VII 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 22, 2000
                            By:/s/ Edward Dmytryk
                                Edward C. Dmytryk
                                    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  Edward C. Dmytryk 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  22nd  day of  December,  2000.  My
commission expires:

{Notarial Seal}
                                              ----------------------
                            Notary Public

                                     Page 27