AmeriNet Group.com, Inc.
            Amended Non-Qualified Stock Option & Stock Incentive Plan
                         Effective as of March 8 , 2000


                            AmeriNet Group.com, Inc.
       Amended Non-Qualified Stock Option & Stock Incentive Plan Indenture

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  Group.com,  Inc.  Non-Qualified  Stock Option & Stock Incentive Plan"
(hereinafter referred to as the "Plan"), as follows:

                                   Witnesseth:

                                   ARTICLE ONE
                                  INTRODUCTION

(a)      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.

(b)      This Plan shall become effective on March 8, 2000.

(c)      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
         Participants with an incentive for outstanding performance.

(d)      This Plan is further  intended to assist the Corporation in its ability
         to  acquire  compatible  businesses  and to  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
follows unless the context clearly indicates otherwise:

(a)      "Award  Agreement"  shall mean the  written  agreement,  executed by an
         appropriate officer of the Corporation,  pursuant to which a Plan Award
         is granted.

(b)      "Board of  Directors"  shall  mean  the  Board  of  Directors   of  the
          Corporation.

(c)      "Commission" shall  mean  the  United  States  Securities  and Exchange
          Commission.

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(d)      "Code" shall mean the Internal Revenue Code of  1986, as  amended,  and
          the rules and regulations thereunder.

(e)      "Committee"  shall mean all Outside Directors of the Corporation or all
         Outside  Directors  appointed by the Board of Directors to serve as the
         Committee;  provided that the Committee must always be comprised of not
         less than three members.

(f)      "Common Stock" shall mean the common stock, par value $.001 per  share,
         of the Corporation.

(g)      "Consultant"   shall  mean  an  individual   who  is  in  a  Consulting
         Relationship  with the  Corporation or any Parent or Subsidiary,  other
         than  one  principally  engaged  in  promoting  the  securities  of the
         Corporation, as defined by applicable rules of the Commission excluding
         persons so engaged from  eligibility to participate in  registration of
         securities on Commission Form S-8.

(h)      "Consulting  Relationship"  shall  mean the  relationship  that  exists
         between an individual and the Corporation (or any Parent or Subsidiary)
         if such  individual  or any  entity  of  which  such  individual  is an
         executive  officer or owns a  substantial  equity  interest has entered
         into a written  consulting  contract with the Corporation or any Parent
         or Subsidiary.

(i)      "Corporation"  shall   mean   AmeriNet  Group.com,  Inc.,  a   Delaware
          corporation.

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

(k)      "Employee" shall mean a common-law employee of the  Corporation  or  of
         any Parent or Subsidiary.

(l)      "Exchange Act" shall mean the  Securities  Exchange  Act  of  1934,  as
          amended, and the rules and regulations thereunder.

(m)      "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).

(n)      (1)   "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 on 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 by the  National  Association  of
               Securities Dealers,  Inc., a Delaware corporation registered as a


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               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  by  two  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.

         (2)   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.

         (3)   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. 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.

(o)      "Good Cause" shall mean:

         (1)   A Participant's  willful or gross  misconduct or willful or gross
               negligence in the  performance of his duties for the  Corporation
               or for any Parent or  Subsidiary  after prior  written  notice of
               such misconduct or negligence and the  continuance  thereof for a
               period  of 30 days  after  receipt  by such  Participant  of such
               notice;

         (2)   A Participant's intentional or habitual neglect of his duties for
               the  Corporation  or for any  Parent or  Subsidiary  after  prior
               written notice of such neglect;

         (3)   A  Participant's  theft  or  misappropriation  of  funds  of  the
               Corporation  or of any Parent or  Subsidiary  or  commission of a
               felony; or

         (4)   The direct or indirect  breach by the Participant of the terms of
               a related consulting  contract with the Corporation or any Parent
               or Subsidiary.

(p)      "Incentive  Stock  Option"  shall mean a stock  option  satisfying  the
         requirements for tax-favored treatment under Section 422 of the Code.

(q)      "NASD" shall, unless the context requires otherwise, mean the  National
         Association  of   Securities  Dealers,  Inc.,  a  Delaware  corporation
         registered as a self regulatory organization by the Commission, and its
         controlled subsidiaries.


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(r)      "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.

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

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

(u)      "Outside Directors" shall mean all members of the Board of Directors of
         the Corporation other than those who also serve as officers,  employees
         or  consultants  of the  Corporation  or who hold  more than 10% of the
         Corporation's capital stock ("Inside Directors"), or who are related by
         marriage or consanguinity to Inside Directors,  and, who are classified
         as "outside directors" under Section 162(m) of the Code.

(v)      "Parent" shall mean a parent corporation of the Corporation within the
         meaning of Section 424(e) of the Code.

(w)      "Participant" shall mean any Employee  or  other  person  participating
          under this Plan.

(x)      "Plan Award" shall mean an Option granted pursuant to the terms of this
          Plan.

(y)      "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 exempt from  registration is
         available.

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

(z)      "Service" shall mean the United States Internal Revenue Service.

(aa)     "Stock  Appreciation  Rights"  shall mean an employee  has 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.

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

(cc)     "Termination  of  Consulting  Relationship"  shall mean the  cessation,
         abridgement or termination  of a Consultant's  Consulting  Relationship
         with the Corporation or any Parent or Subsidiary as a result of:

         (1)      The Consultant's death or Disability;


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         (2)      The disqualification of the Consultant from participation as a
                  recipient of securities of the Corporation on  Commission Form
                  S-8.

         (3)      The cancellation, annulment, expiration, termination or breach
                  of the written consulting contract between the Corporation (or
                  any Parent or  Subsidiary)  and the  Consultant  (or any other
                  entity) giving rise to the Consulting Relationship; or

         (4)      If the written consulting contract is not directly between the
                  Corporation  (or any Parent or Subsidiary) and the Consultant,
                  the  Consultant's  termination of service with, or sale of all
                  or  substantially  all of his equity  interest  in, the entity
                  which has entered into the written  consulting  contract  with
                  the Corporation, Parent or Subsidiary.


                                  ARTICLE THREE
                                 ADMINISTRATION

(a)      (1)      This  Plan  shall  be  administered  by  the Committee,  which
                  shall  be  composed  solely  of  at  least  two   Non-Employee
                  Directors,  as defined in Rule 16b-3(b)(3)  promulgated  under
                  the Exchange Act, and who also qualify as "Outside Directors".

         (2)      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.

(b)      A majority of the Committee shall constitute a quorum,  and, subject to
         the  provisions of Article Six of this Plan,  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.


                                  ARTICLE FOUR
                                SHARES AVAILABLE

(a)      Subject to the adjustments  provided in Article Eight of this Plan, the
         aggregate number of shares of the Common Stock which may be granted for
         all purposes under this Plan shall be 2,000,000 shares.

(b)      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.

(c)      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.

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(d)      Notwithstanding the foregoing, the Corporation's transfer agent and its
         general counsel shall:

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

         (2)      Be  provided  with   and  retain  copies  of  all  instruments
                  effecting Plan Awards;

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

         (4)      Immediately  notify  the  Corporation   and  any  Participants
                  effected, in the  event  that  shares  adequate  to  meet  the
                  Corporation's obligations under the Plan are  not  authorized;

         (5)      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

(a)      Officers  and key  employees  of the  Corporation,  or of any Parent or
         Subsidiary,  who are regularly  employed on a salaried  basis as common
         law employees,  and  Consultants and directors of the Corporation or of
         any Parent or Subsidiary  who are not  Employees,  shall be eligible to
         participate in this Plan.

(b)      Where  appropriate  under this Plan,  directors  who are not  Employees
         shall be referred to as  "employees"  and their service as directors as
         "employment".


                                   ARTICLE SIX
                             AUTHORITY OF COMMITTEE

(a)      This Plan  shall be  administered  by, or under the  direction  of, the
         Committee,  which  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.



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(b)      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.

(c)      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) 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).

(d)      In  addition,  the  authority  of  the Committee shall include, without
         limitation, the following:

         (1)      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;

         (2)      Procedures for Exercise of Option.

                  The establishment of procedures for an Option Holder to:

               (A)  Exercise an Option by payment of cash;

               (B)  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;

               (C)  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

               (D)  Engage in any form of "cashless" exercise.



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           (3)      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.


                                  ARTICLE SEVEN
                                  STOCK OPTIONS

(a)      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.

(b)      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
         such a common law employee.

(c)      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:

         (1)      Exercise Price.

              (A)   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  (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.

              (B)   The  exercise   price  will  be  subject  to  adjustment  in
                    accordance  with the  provisions  of  Article  Eight of this
                    Plan.


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         (2)      Payment of Exercise Price.

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

                  (B)      Such price  shall be payable in cash or  pursuant  to
                           any of the methods  set forth in Articles  Six (d)(2)
                           hereof.

                  (C)      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.

         (3)      Exercisability of Options.

                  (A)      Except as provided in Article Seven (c)(1)(5) hereof,
                           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.

                  (B)      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.



         (4)      Expiration of 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, 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.

         (5)      Exercise Upon  Option  Holder's  Termination  of Employment or
                  Termination of Consulting Relationship.

             (A)    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.

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             (B)    For purposes of  determining  whether any Option  Holder has
                    incurred a termination  of employment  (or a Termination  of
                    Consulting  Relationship),  an Option  Holder who is both an
                    employee (or a Consultant) 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 incurred a termination  of employment (or
                    a  Termination  of  Consulting  Relationship)  only upon his
                    termination  of  service  both  as  an  employee  (or  as  a
                    Consultant) and as a director.

             (C)    Furthermore, if an Option Holder's employment (or Consulting
                    Relationship)  is  terminated by the  Corporation  or by any
                    Parent or  Subsidiary  for Good Cause or if an Option Holder
                    voluntarily   terminates  his  employment   other  than  for
                    Disability (or incurs a voluntary  Termination of Consulting
                    Relationship 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 (or  Termination
                    of Consulting Relationship),  forfeit his rights to exercise
                    any and all of the outstanding Option(s) theretofore granted
                    to him.




         (6)      Maximum Amount of Incentive Stock Options.

              (A)   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.

              (B)   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.


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                                  ARTICLE EIGHT
                              ADJUSTMENT OF SHARES

(a)      Recapitalization, etc.

         (1)      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.

         (2)      Notwithstanding the foregoing:

                  (A)      Each such  adjustment  with  respect to an  Incentive
                           Stock  Option  shall comply with the rules of Section
                           424(a) of the Code; and

                  (B)      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.




(b)      Merger, Consolidation or Change in Control of Corporation.

         (1)      Upon:

             (A)    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;

              (B)   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

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              (C)   The Change in Control of the Corporation;

         (1)      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  merger,
                  consolidation,  dissolution, liquidation, Asset Sale or Change
                  in Control of the  Corporation  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  merger,
                  consolidation,  dissolution, liquidation, Asset Sale or Change
                  in Control of the  Corporation;  provided that any  conditions
                  precedent  to the exercise of such  Option(s),  other than the
                  passage of time, have occurred.

         (2)      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.

         (3)      All such Options which are not so exercised shall be forfeited
                  as of  the  effective  time  of  such  merger,  consolidation,
                  dissolution, liquidation or Asset Sale (but not in the case of
                  a Change in Control of the Corporation).




(c)      Definition of Change in Control of the Corporation.

         As used  herein,  a "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:

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

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

         (3)      The Corporation or any subsidiary of the Corporation; or

         (4)      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.


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                                  ARTICLE NINE
                            MISCELLANEOUS PROVISIONS

(a)      Administrative Procedures.

         The  Committee  may  establish  any  procedures  determined by it to be
         appropriate in discharging  its  responsibilities  under this Plan. All
         actions and decisions of the Committee shall be final.

(b)      Assignment or Transfer.

         (1)      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.

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


(c)      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.

(d)      Withholding Taxes.

         (1)      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.

         (2)      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.

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         (3)      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 Six (d)(3) hereof.

(e)      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.

(f)      Funding of Plan.

         (1)      This Plan shall be unfunded.

         (2)      The Corporation  shall not be required to segregate any of its
                  assets to assure  the  payment  of any Plan  Award  under this
                  Plan.

         (3)      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.

         (4)      The  interests  of each  Participant  and  former  Participant
                  hereunder  are  unsecured  and shall be subject to the general
                  creditors of the Corporation.

(g)      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.

(h)      Plurals and Gender.

         Where  appearing  in this Plan,  masculine  gender  shall  include  the
         feminine and neuter genders, and the singular shall include the plural,
         and vice  versa,  unless the  context  clearly  indicates  a  different
         meaning.

(i)      Headings.

         The  headings  and  sub-headings  in this  Plan  are  inserted  for the
         convenience of reference only and are to be ignored in any construction
         of the provisions hereof.

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(j)      Severability.

         In case any provision of this Plan shall be held illegal or void,  such
         illegality or invalidity  shall not affect the remaining  provisions of
         this  Plan,  but  shall be fully  severable,  and  this  Plan  shall be
         construed  and  enforced as if said illegal or invalid  provisions  had
         never been inserted herein.

(k)      Payments Due Missing Persons.

         (1)      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.

         (2)      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.

         (3)      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.

(l)      Liability and Indemnification.

         (1)      (A)      Neither   the   Corporation   nor   any   Parent   or
                           Subsidiary  shall be  responsible  in any way 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.

                  (B)      Furthermore,  neither the  Corporation nor any Parent
                           or  Subsidiary  shall be  responsible  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.

         (2)      (A)      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,  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.

                  (B)      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.

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<PAGE>



(m)      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.

(n)      Cooperation of Parties.

         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.

(o)      Governing Law.

         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.

(p)      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 the  Corporation (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 (or
         in a Consulting  Relationship  with) 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  (or
         Consultants), at any time, with or without cause.

(q)      Notices.

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


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<PAGE>




         (2)      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.

(r)      Written Agreements.

         Each Plan Award shall be evidenced by a signed  written  agreement (the
         "Award  Agreements")   between  the  Corporation  and  the  Participant
         containing the terms and conditions of the award.




                                   ARTICLE TEN
                        AMENDMENT OR TERMINATION OF PLAN

(a)  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,  but only if such approval is required by
     any applicable provision of law.


(b)  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, if
     applicable.

(c)  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.

(d)  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 such Board of
     Directors.

(e)  No Plan Awards may be granted under this Plan subsequent to the termination
     of this Plan.



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<PAGE>


  *                                     *                                *

     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:   May 2, 2000


                            By: /s/ Michael H. Jordan
                              Michael Harris Jordan
                                    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  Michael Harris Jordan 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 2nd day of May, 2000. My commission
expires:

{Notarial Seal}                                 /s/ Imogene James
                                              ----------------------
                                                   Notary Public


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