Conversion Agreement

     This Conversion Agreement (the "Agreement") is made and entered into by and
among  AmeriNet  Group.com,  Inc., a publicly held Delaware  corporation  with a
class  of  securities  registered  under  Section  12(g)  of  the  Exchange  Act
("AmeriNet") and, The Yankee Companies, Inc., a Florida corporation which serves
as  AmeriNet's  strategic  consultant  ("Yankees"),  AmeriNet and Yankees  being
sometimes  hereinafter  collectively referred to as the "Parties" or generically
as a "Party").

                                    Preamble:

     WHEREAS, in order for AmeriNet to more effectively  organize its operations
and  acquire  promising  operating  companies,  it needs to reduce  its  current
indebtedness  and in  conjunction  therewith,  has requested  the  assistance of
Yankees; and

     WHEREAS,  Yankees  has  agreed to provide  such  assistance  by  converting
$98,500 of the debt currently owed by AmeriNet to Yankees (the "AmeriNet  Debt")
into equity at the rate of $0.125 per share of AmeriNet's  common  stock,  $0.01
per share par value (the "Common Stock"):

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

                                   Witnesseth:

                                    Article I
                                   Definitions

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

(A)      Accredited Investor:

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

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

          (1)  Any bank as defined in section 3(a)(2) of the Act, or any savings
               and loan  association or other  institution as defined in section
               3(a)(5)(A)  of  the  Act  whether  acting  in its  individual  or
               fiduciary  capacity;  any broker or dealer registered pursuant to
               section 15 of the Securities  Exchange Act of 1934; any insurance
               company as defined in section  2(13) of the Act;  any  investment
               company  registered under the Investment Company Act of 1940 or a
               business  development  company as defined in section  2(a)(48) of
               that Act; Small Business  Investment Company licensed by the U.S.
               Small Business  Administration under section 301(c) or (d) of the
               Small Business  Investment Act of 1958; any plan  established and
               maintained by a state, its political subdivisions,  or any agency
               or instrumentality  of a state or its political  subdivisions for
               the benefit of its  employees,  if such plan has total  assets in
               excess of $5,000,000; employee benefit plan within the meaning of
               the  Employee  Retirement  Income  Security  Act of  1974  if the
               investment  decision is made by a plan  fiduciary,  as defined in
               section  3(21) of such Act,  which is either a bank,  savings and
               loan association,  insurance  company,  or registered  investment
               adviser,  or if the  employee  benefit  plan has total  assets in
               excess of $5,000,000 or, if a self-directed plan, with investment
               decisions made solely by persons that are accredited investors;


                                      155
<PAGE>


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

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

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

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

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

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

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

(B)      Commission:     The United States Securities and Exchange Commission.

(C)      Exchange Act:   The Securities Exchange Act of 1934, as amended.

(D)      Exchange Act Reports:

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

(E)      Florida Act:     The Florida Securities and Investor Protection Act.

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

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

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

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


                                      156
<PAGE>



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

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

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

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

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

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

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

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

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

(G)      Securities Act:    The Securities Act of 1933, as amended.


                                   Article II
                                   Conversion

(A)      Yankees  hereby  converts  $98,500 of the AmeriNet  Debt into shares of
         AmeriNet unregistered Common Stock, at a conversion price of $0.125 per
         share, the transaction  being effected without  registration  under the
         Securities  Act  or the  Florida  Act,  based  on  the  exemption  from
         registration provided by Section 4(6) of the Securities Act and Section
         517.061(11) of the Florida Act.

(B)      In consideration for Yankees' conversion of the AmeriNet Debt, AmeriNet
         hereby  agrees to issue to  Yankees  the  788,000  shares of  AmeriNet'
         common stock subscribed for hereby.

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<PAGE>



(C)      As a material inducement to AmeriNet's  consideration of Yankees' offer
         to convert AmeriNet Debts into the Yankees' shares, Yankees represents,
         warrants and covenants to AmeriNet, as follows:

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

         (2)      Yankees acknowledges that it has, based on its own substantial
                  experience,   the   ability  to  evaluate   the   transactions
                  contemplated  hereby  and the  merits  and  risks  thereof  in
                  general  and  the  suitability  of the  transaction  for it in
                  particular;

         (3)      (a)      Yankees  understands  that  the  offer  and  issuance
                           of  AmeriNet  Stock  is  being  made in  reliance  on
                           Yankees'   representation   that   it  has   reviewed
                           AmeriNet's  Exchange  Act Reports and, as a result of
                           its services as AmeriNet' strategic  consultant,  has
                           become  familiar  with  the   information   disclosed
                           therein,  including  that contained in exhibits filed
                           therewith.

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

         (4)      Yankees has had an opportunity to ask questions of and receive
                  answers from the officers of AmeriNet concerning the terms and
                  conditions of this Agreement and the transactions contemplated
                  hereby,  as  well  as the  affairs  of  AmeriNet  and  related
                  matters;

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

         (6)      Yankees has  represented  to AmeriNet  that it has the general
                  ability to bear the risks of the subject  transaction and that
                  it is a suitable  investor for a private  offering and Yankees
                  hereby  affirms  the   correctness  of  such   information  to
                  AmeriNet,  including,  without limitation, the representations
                  in the form of the investment letter annexed hereto and made a
                  part hereof as exhibit 3(D)(6);

         (7)      Yankees acknowledges and is aware that:

                  (a)      The AmeriNet Stock is a speculative  investment  with
                           no assurance that AmeriNet will be successful,  or if
                           successful, that such success will result in payments
                           to Yankees  or to  realization  of  capital  gains by
                           Yankees on disposition of the AmeriNet Stock; and

                  (b)      The  AmeriNet  Stock to be  issued to it has not been
                           registered  under  the  Securities  Act or under  any
                           state securities laws,  accordingly  Yankees may have
                           to  hold  such  common  stock  and may not be able to
                           liquidate,  pledge,  hypothecate,  assign or transfer
                           it;

         (8)      Yankees has obtained its own opinion from its legal counsel to
                  the  effect  that  after an  examination  of the  transactions
                  associated herewith and the applicable law, no action needs to
                  be taken by either  Yankees or  AmeriNet in  conjunction  with
                  this  Agreement  and the  issuance  of the  AmeriNet  Stock in
                  conjunction therewith, other than such actions as have already
                  been  taken  in  order  to  comply  with  the  securities  law
                  requirements of Yankees' state of domicile, including the safe
                  harbor  provided  in  conjunction  with  compliance  with  the
                  Florida Rule; and

         (9)      (a)      The certificates  for  the  AmeriNet  Stock will bear
                           restrictive  legends and  AmeriNet's  transfer  agent
                           will  be  instructed  not  to  transfer  the  subject
                           securities unless they have been

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<PAGE>



                           registered  pursuant  to Section 6 of the  Securities
                           Act or an opinion of counsel to Yankees  satisfactory
                           to legal counsel to AmeriNet and AmeriNet's president
                           has been  provided,  to the effect that the  proposed
                           transaction is exempt from registration  requirements
                           imposed by the  Securities  Act, the Exchange Act and
                           any applicable state or foreign laws.

                  (b)      The legend  shall read as  follows:  "The  securities
                           represented by this  certificate  were issued without
                           registration  under the  Securities  Act of 1933,  as
                           amended,  or comparable state laws in reliance on the
                           provisions   of  Section   4(6)  of  such  act,   and
                           comparable state law provisions. These securities may
                           not be  transferred  pledged or  hypothecated  unless
                           they are first registered  under applicable  federal,
                           state  or  foreign  laws,  or  the   transaction   is
                           demonstrated  to be exempt from such  requirements to
                           AmeriNet's satisfaction."

(D)      AmeriNet  hereby  confirms that the  transaction  effected hereby in no
         manner impairs Yankees' rights under its current stock purchase warrant
         entitling  it to acquire  12.5% of  Yankees  outstanding  and  reserved
         capital  stock (the  "Yankees'  Warrant"),  as  determined  immediately
         following  complete  exercise of the  Yankees'  Warrant,  and that this
         conversion is separate from and independent of Yankees rights under the
         Yankees' Warrant.


                                   Article III
                               General Provisions

3.1      Interpretation.

(A)      When a reference  is made in this  Agreement  to Schedules or Exhibits,
         such  reference  shall be to a Schedule  or  Exhibit to this  Agreement
         unless otherwise indicated.

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

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

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

(E)      All pronouns and any variations thereof 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.

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

3.2      Notice.

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

         (1)      To AmeriNet:

                            AmeriNet Group.com, Inc.
        Crystal Corporate Center; 2500 North Military Trail, Suite 225-C;
                           Boca Raton, Florida 33431
                   Attention: Lawrence R. Van Etten, President
               Telephone (561) 998-3435, Fax (561) 998-3425; and,
                        e-mail larry@amerinetgroup.com;

                                      159
<PAGE>




         (2)      Yankees:

                           The Yankee Companies, Inc.
        Crystal Corporate Center; 2500 North Military Trail, Suite 225-A;
                           Boca Raton, Florida 33431
                   Attention: Leonard Miles Tucker, President
Telephone (561) 998-2025, Fax (561) 998-3425; and, e-mail carrington@flinet.com;
                                 with a copy to

                          Office of the General Counsel
                           The Yankee Companies, Inc.
                   1941 Southeast 51st Terrace; Ocala, Florida
            34471 Telephone (352) 694-9182, Fax (352) 694-1325; and,
                         e-mail, tyclegal@atlantic.net.

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

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

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

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

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

3.3      Merger of All Prior Agreements Herein.

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

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

3.4      Survival.

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

3.5      Severability.

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

3.6      Governing Law.

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


                                      160
<PAGE>



3.7      Indemnification.

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

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

3.8      Dispute Resolution.

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

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

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


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

         (2)      In the event that  mediation  does not lead to a resolution of
                  the  dispute  then at the  request of any Party,  the  Parties
                  shall  submit the  dispute to  binding  arbitration  before an
                  arbitration  service located in Broward County,  Florida to be
                  selected by lot, from four alternatives to be provided, two by
                  Yankees and two by AmeriNet.

         (3)      (a)      Expenses  of  mediation shall be borne equally by the
                           Parties, if successful.

                  (b)      Expenses  of  mediation,   if  unsuccessful   and  of
                           arbitration  shall be borne by the  Party or  Parties
                           against whom the arbitration decision is rendered.

                  (c)      If the terms of the arbitral award do not establish a
                           prevailing  Party,  then the expenses of unsuccessful
                           mediation and  arbitration  shall be borne equally by
                           the Parties involved.

3.9      Benefit of Agreement.

         The terms and  provisions of this  Agreement  shall be binding upon and
inure  to the  benefit  of the  Parties,  their  successors,  assigns,  personal
representatives,  estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.

3.10     Further Assurances.

         The Parties agree to do,  execute,  acknowledge and deliver or cause to
be done,  executed,  acknowledged  or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances,  stock certificates and other documents,  as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.


                                      161
<PAGE>



3.11     Counterparts.

(A)      This Agreement may be executed in any number of counterparts.

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

(C)      Execution by exchange of facsimile transmission shall be deemed legally
         sufficient  to bind the  signatory;  however,  the Parties  shall,  for
         aesthetic  purposes,  prepare a fully executed original version of this
         Agreement  which shall be the  document  filed with the  Commission  in
         conjunction with the contemplated  filing of AmeriNet' Form 10-SB under
         the Exchange Act.

3.12     License.

(A)      This  form of  agreement  is the  property  of  Yankees  and  has  been
         customized for this transaction with the consent of Yankees.

(B)      The use of this form of agreement by the  Parties is authorized  hereby
         solely for purposes of this transaction.

(C)      The use of this form of agreement or of any derivation  thereof without
         Yankees' prior written permission is prohibited.


     In Witness  Whereof,  AmeriNet and Yankees have caused this Agreement to be
executed by themselves or their duly authorized  respective officers,  all as of
the last date set forth below:

Signed, sealed and delivered
         In Our Presence:
                                                        AmeriNet Group.com, Inc.
_________________________________                       (A Delaware corporation)

_________________________________            By:      /s/ Lawrence R. Van Etten
                                                Lawrence R. Van Etten, President

         (Corporate Seal)
                                              Attest:  /s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsey, Secretary
Dated:   June 30, 2000

State of Florida           }
County of Palm Beach       } ss.:


         On this 30th day of June,  2000,  before me, a notary public in and for
the county and state aforesaid,  personally  appeared  Lawrence R. Van Etten and
Vanessa  H.  Lindsey,  to me  known,  and  known to me to be the  president  and
secretary of AmeriNet Group.com, Inc., the above-described  corporation,  and to
me  known  to  be  the  persons  who  executed  the  foregoing  instrument,  and
acknowledged  the execution  thereof to be their free act and deed, and the free
act and deed of AmeriNet  Group.com,  Inc.,  for the uses and  purposes  therein
mentioned.

         In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this  certificate  first above  written.  My commission
expires the ___day of ______________, ____.

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


                                      162

<PAGE>



                                                  The Yankee Companies, Inc.
_________________________________                   (a Florida corporation)


_________________________________             By:      /s/ Leonard M. Tucker
                                                Leonard Miles Tucker, President

         (Corporate Seal)
                                              Attest: /s/ Vanessa H. Lindsey
                                                 Vanessa H. Lindsey,  Secretary
Dated:   June 30, 2000

State of Florida           }
County of Palm Beach       } ss.:


         On this 30th day of June,  2000,  before me, a notary public in and for
the county and state  aforesaid,  personally  appeared  Leonard Miles Tucker and
Vanessa  H.  Lindsey,  to me  known,  and  known to me to be the  president  and
secretary of The Yankee Companies, Inc., the above-described corporation, and to
me  known  to  be  the  persons  who  executed  the  foregoing  instrument,  and
acknowledged  the execution  thereof to be their free act and deed, and the free
act and deed of The Yankee  Companies,  Inc., for the uses and purposes  therein
mentioned.

         In witness whereof, I have hereunto set my hand and affixed my notarial
seal the day and year in this  certificate  first above  written.  My commission
expires the ___day of _______________, ____.

         (Seal)
                                       ----------------------------
                                                Notary Public

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<PAGE>



                                 Exhibit 3(D)(6)
                           Yankees' Investment Letter


June 30, 2000

Lawrence R. Van Etten
President
AmeriNet Group.com, Inc.
Crystal Corporate Center
2500 North Military Trail, Suite 225-C
Boca Raton, Florida 33431

         Re.:     Conversion of AmeriNet's Obligations for AmeriNet's Securities

Dear Sir:

         I hereby certify and warrant that the Yankee Companies, Inc., a Florida
corporation  for which I serve as  president,  is  relinquishing  all  rights to
repayment  of  $98,500,  together  with  accrued  interest,  owed to  Yankees by
AmeriNet,  Inc., a Delaware  corporation  ("AmeriNet") in consideration  for the
issuance to Yankees of 788,000 shares of AmeriNet's  Common Stock (the "AmeriNet
Stock,").  I hereby  certify  under  penalty of perjury that upon receipt of the
AmeriNet Stock,  Yankees will be acquiring it for its own account for investment
purposes  without  any  intention  of  selling or  distributing  all or any part
thereof, except in the form of permissible distributions to its stockholders.  I
represent and warrant that Yankees qualifies as an accredited  investor (as that
term is defined in Rule 501(a) of  Regulation D promulgated  under  authority of
the  Securities Act of 1933, as amended [the  "Securities  Act"]) and that I, on
Yankees behalf,  am  sophisticated in financial  affairs,  or have relied on the
advice of someone  sophisticated  in financial  affairs,  and Yankees is able to
bear the  economic  risks of this  investment  and I do not have any  reason  to
anticipate any change in Yankees' circumstances, financial or otherwise, nor any
other  particular  occasion  or event  which  should  cause  Yankees  to sell or
distribute,  or necessitate or require its sale or  distribution of the AmeriNet
Stock.  No one  other  than  Yankees  and its  stockholders  has any  beneficial
interest in the AmeriNet Stock.

         I further  certify that I have  consulted  with Yankees'  legal counsel
who, after having been apprized by me of all the material facts surrounding this
transaction,  opined  to  Yankees,  for  the  benefit  of  AmeriNet,  that  this
transaction was being effected in full compliance with the applicable securities
laws of Yankees'  state of  domicile,  based on the  exemption  provided by Rule
3E-500.005  promulgated under authority of Section 517.061(11) of the Securities
Act of Florida.

         I agree that  Yankees  will in no event sell or  distribute  any of the
AmeriNet Stock unless in the opinion of AmeriNet's  counsel (based on an opinion
of Yankees'  legal  counsel)  the  AmeriNet  Stock may be legally  sold  without
registration  under  the  Securities  Act,  and/or   registration  and/or  other
qualification  under  then-applicable  State  and/or  Federal  statutes,  or the
AmeriNet Stock shall have been so registered and/or qualified and an appropriate
prospectus, shall then be in effect.


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<PAGE>


         I am fully aware that the AmeriNet Stock is being offered and issued by
AmeriNet to Yankees in reliance on the exemption provided by Section 4(6) or the
Securities  Act which  exempts  the sale of  securities  by an issuer  solely to
accredited  investors,  based on my  certifications  and warranties on behalf of
Yankees.

         In  connection  with  the  foregoing,  Yankees  consents  to  AmeriNet'
legending Yankees' certificates  representing the AmeriNet Stock to indicate its
investment  intent and the  restriction on transfer  contemplated  hereby and to
AmeriNet  placing  a  "stop  transfer"  order  against  the  AmeriNet  Stock  in
AmeriNet's securities transfer books until the conditions set forth herein shall
have been met.

         I  acknowledge  by my  execution  hereof that Yankees has had access to
AmeriNet's  Exchange  Act  Reports,  books,  records  and  properties,  and have
inspected  the  same to my full and  complete  satisfaction  prior  to  Yankees'
acquisition  of the AmeriNet  Stock.  I represent and warrant that because of my
experience  in business  and  investments,  I am  competent  to make an informed
investment  decision  with  respect  thereto  on the basis of my  inspection  of
AmeriNet's records and my questioning of AmeriNet's officers.

         I further certify that Yankees'  domicile is located at the address set
forth in the Agreement.


                                Very truly yours,

                           The Yankee Companies, Inc.

                                /s/ Leonard M. Tucker
                              Leonard Miles Tucker
                                    President


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