The followig  agreement has been signed by Vanessa Lindsey,  Anthony Joffe,
Ed Dmytryk, Lawrence Van Etten, David Cantley, G. Richard Chamberlin, Douglas L.
Wilson, Charles J. Champion, Jr. and J.Bruce Gleason.


Agreement to Serve as Corporate Director

         This agreement to serve as a corporate  director (the  "Agreement")  is
made and entered into by and between AmeriNet  Group.com,  Inc., a publicly held
Delaware  corporation with a class of securities  registered under Section 12(g)
of the Securities Act of 1934, as amended  ("AmeriNet"  and the "Exchange  Act,"
respectively), and Fist&Middle&Last, a Florida resident ("Mr. Last Name ").

                                    Preamble:

         WHEREAS,  Mr.  Last  Name  either  currently  serves  as  a  member  of
AmeriNet's  board of directors or is to be nominated  for election to AmeriNet's
board of  directors  at the next  annual  meeting  of  AmeriNet's  stockholders,
currently scheduled for December 21, 2000 (the "Annual Meeting"); and

         WHEREAS,  AmeriNet  has  required,  as a condition  to  nomination  for
service on its board of  directors,  that all  nominees by the current  board of
directors enter into a form of agreement that delineates the proposed director's
rights, duties and responsibilities; and

         WHEREAS,  the  Parties  agree that this  Agreement  provides  important
directives outlining the duties,  obligations,  responsibilities and rights that
are  expected  by members of  AmeriNet's  board of  directors  and Mr. Last Name
desires to be elected as a member of AmeriNet's  board of directors and to serve
thereon in compliance  with the  requirements  of this  Agreement and AmeriNet's
bylaws:

         NOW,  THEREFORE,  intending to be legally bound, the Parties agree that
if Mr. Last Name is elected as a member of AmeriNet's  board of directors at the
annual meeting of AmeriNet's shareholders for the current year, he will be bound
by the following obligations and shall have the following rights:

                                   Witnesseth:

                                    Article I
                       Term, Renewals, Earlier Termination

1.1      Term.

(A)      Subject to the provisions set forth herein,  the term of this Agreement
         shall be deemed to  commence  immediately  following  Mr.  Last  Name's
         election to  AmeriNet's  board of directors  at the Annual  Meeting and
         shall  continue  until the latter of December 31, 2001 or the election,
         qualification  and assumption of office by Mr. Last Name's successor as
         a member of AmeriNet's board of directors, unless earlier terminated as
         hereinafter set forth.

(B)      Notwithstanding anything in this  agreement  the  Directors  term  will
         terminate if the Director is not re-elected at the next Annual Meeting

(C)      In the event that Mr. Last Name is reelected  or otherwise  serves as a
         member of AmeriNet's  board of directors after December 31, 2001, then,
         unless a new agreement pertaining to his role as a member of AmeriNet's
         board  of  directors  is  entered  into  specifically  superceding  the
         provisions  of  this   Agreement,   this  Agreement   shall  be  deemed
         continuingly  self  renewing  for so long as, or whenever Mr. Last Name
         serves  as  a  member  of  AmeriNet's  board  of  directors,  with  the
         compensation called for hereunder being duplicated for the ensuing year
         on terms modified solely as follows:




<PAGE>



         (1)      The term and  exercise  period of the new  Chamberlin  Options
                  shall be modified to reflect,  as closely as  possible,  terms
                  materially  similar  to those that  applied to the  Chamberlin
                  option described in Section 3.1 of this Agreement; and

         (2)      The  exercise  price  shall  be  the  lowest   exercise  price
                  permitted  under  AmeriNet's  then current  stock option plan,
                  based on the  closing  last  transaction  price of  AmeriNet's
                  common  stock  on  the  last  day of the  year  preceding  the
                  immediately preceding term of this Agreement or any extensions
                  thereof.

         (3)      The number of Options  shall be prorated  based on the part of
                  the year  during  which Mr.  Last Name serves and based on the
                  roles in which Mr.  Last Name  serves on  AmeriNet's  board of
                  directors based on the formula hereinafter set forth.

1.2      Earlier Termination.

(A)      AmeriNet shall have the right to terminate this Agreement  prior to the
         expiration of its Term,  subject to the  provisions of Section 1.3, for
         the following reasons:

         (1)      For Cause:

                  (a)      AmeriNet may terminate Mr. Last Name  's rights under
                           this Agreement at any time for cause.

                  (b)      Such termination shall be evidenced by written notice
                           thereof to Mr. Last Name , which notice shall specify
                           the cause for termination.

                  (c)      For purposes hereof, the term "cause" shall mean:

                           (i)      The  inability  of Mr.  Last Name ,  through
                                    sickness or other  incapacity,  to discharge
                                    his duties  under this  Agreement  for 30 or
                                    more  consecutive  days or for a total of 45
                                    or  more   days  in  a  period   of   twelve
                                    consecutive months;

                           (ii)     Dishonesty; theft; or conviction of a crime
                                    involving moral turpitude;

                           (iii)    Material  default in the  performance of his
                                    obligations,  services  or  duties  required
                                    under this Agreement or materially breach of
                                    any  provision  of  this  Agreement,   which
                                    default  or breach  has  continued  for five
                                    days after written notice of such default or
                                    breach.

         (2)      Discontinuance of Business:

                  In  the  event  that  AmeriNet   discontinues   operating  its
                  business, this Agreement shall terminate as of the last day of
                  the month on which it ceases operation with the same force and
                  effect as if such last day of the month were originally set as
                  the  termination  date  hereof;  provided,   however,  that  a
                  reorganization  of AmeriNet  shall not be deemed a termination
                  of its business.

         (3)      Death:

                  This Agreement shall terminate immediately on Mr. Last Name 's
                  death; however, all accrued compensation at such time shall be
                  promptly paid to Mr. Last Name 's estate.




<PAGE>



1.3      Final Settlement.

         Upon  termination of this Agreement and payment to Mr. Last Name of all
amounts due him hereunder, Mr. Last Name or his representative shall execute and
deliver to the terminating entity on a form prepared by the terminating  entity,
a receipt for such sums and a release of all  claims,  except such claims as may
have been  submitted  pursuant to the terms of this  Agreement  and which remain
unpaid, and, shall forthwith tender to AmeriNet all records, manuals and written
procedures, as may be desired by it for the continued conduct of its business.

                                   Article II
                       Performance of Duties as a Director

2.1      Performance of Duties

(A)      Mr. Last Name shall  perform his duties as a director ,  including  his
         duties as a member of any  committee of  AmeriNet's  board of directors
         upon  which he may serve,  pursuant  to the  requirements  set forth in
         AmeriNet's  certificate of incorporation  and bylaws (its  "Constituent
         Documents"), in good faith, in a manner he reasonably believes to be in
         the best  interests  of  AmeriNet,  and with  such  care as is  legally
         required for members of boards of directors under the laws of the State
         of Delaware and the United States  Securities and Exchange  Commission,
         (the  "Commission")  unless a higher  standard of care is  specified in
         AmeriNet's Constituent Documents.

(B)      In  performing  his duties,  Mr. Last Name shall be entitled to rely on
         information,  opinions,  reports  or  statements,  including  financial
         statements and other financial data, in each case prepared or presented
         by:

         (1)      One or  more  officers  or employees of AmeriNet whom Mr. Last
                  Name  reasonably believes to be reliable and  competent in the
                  matters presented;

         (2)      Legal  counsel,  public  accountants or  other  persons  as to
                  matters which Mr. Last Name  reasonably believes  to be within
                  such persons' professional or expert competence; or

         (3)      A committee of  AmeriNet's  board of  directors  upon which he
                  does not serve, duly designated in accordance with a provision
                  of AmeriNet's  certificate of incorporation  or bylaws,  as to
                  matters within its designated  authority,  which committee Mr.
                  Last Name reasonably believes to merit confidence.

(C)      Mr. Last Name shall not be  considered to be acting in good faith if he
         has knowledge  concerning  the matter in question that would cause such
         reliance described in Section 2.1(B) to be unwarranted.

(D)      If Mr.  Last  Name is  present  at a  meeting  of  AmeriNet's  board of
         directors at which action on any corporate  matter is taken it shall be
         presumed  that he assented to the action taken unless he votes  against
         such action or abstains  from voting in respect  thereto  because of an
         asserted conflict of interest.

(E)      If Mr. Last Name is  requested  to provide  comments  on any  corporate
         matters  through a written  request  delivered  by hand,  mail,  fax or
         e-mail, then, unless he affirmatively provides written comments thereto
         or  specifies in a written  response  that he is unable or unwilling to
         provide  comments  thereto,  he shall be presumed to have  approved the
         matter  as  accurate,  complete  and  not  misleading,  and  if he  has
         indicated his inability or  unwillingness to comment on more than three
         occasions  within any fiscal year, he shall be presumed to have refused
         to perform his duties as a member of AmeriNet's board of directors in a
         manner justifying his removal therefrom for cause under this Agreement.

2.2      Director Conflicts of Interest

(A)      Neither Mr. Last Name nor any  affiliate  thereof  will enter  into any
         contract or other  transaction  with AmeriNet  unless  the fact of such
         relationship or interest is disclosed or known to  AmeriNet's  board of
         directors  or  committee  which  authorizes,  approves  or ratifies the
         contract  or  transaction  and it is  approved  by a vote  or   consent
         sufficient for the purpose without counting the  vote or consent of Mr.
         Last Name ; and, if stockholder approval is required, the  fact of such
         relationship  or interest is  disclosed  or known to the   stockholders
         entitled to vote and they  authorize,  approve or ratify  such contract
         or transaction by vote or written consent.

<PAGE>


(B)      Mr. Last Name may be counted in determining the presence of a quorum at
         a meeting of AmeriNet's board of directors or a committee thereof which
         authorizes, approves or ratifies such contract or transaction.

2.3      Performance and Attendance

(A)      Mr.  Last  Name  will  serve  on  AmeriNet's  board  of  directors,  on
         AmeriNet's  audit  committee,  as chairman  and on such  committees  of
         AmeriNet's  board of  directors  as to which he is  appointed  and will
         discharge his duties  thereunder in good faith,  using his best efforts
         on behalf of AmeriNet and its stockholders.

(B)      Mr.  Last Name shall use his best  efforts to  participate  in a timely
         manner  in  all  meetings  of  AmeriNet's  board  of  directors  or  of
         committees  thereof to which he has been  appointed or elected,  and if
         unavailable  in  person,   to  make   arrangements  to  participate  by
         teleconference or other legally available means.

(C)      In the event that Mr.  Last Name fails to  participate  in a meeting of
         AmeriNet's board of directors or of committees  thereof to which he has
         been  appointed  or  elected,  Mr.  Last Name shall  promptly  acquaint
         himself with all matters  transacted  at such meeting and if practical,
         shall  provide  the  board of  directors  or  committee  involved  with
         supplemental  input and advice on all such  matters and if  appropriate
         and possible,  shall request reconsideration of any material matters as
         to which his  participation  would have  affected the result of actions
         taken.

(D)      In the event that Mr. Last Name misses more than 20% of the meetings of
         AmeriNet's board of directors or of committees  thereof to which he has
         been  appointed  or  elected,  Mr.  Last Name  will,  at the  option of
         AmeriNet's  board of  directors,  be presumed to have resigned from the
         board  of  directors  prior  to the  expiration  of the  term  of  this
         Agreement  based  on an  inability  to  dedicate  required  time to the
         affairs of AmeriNet and this Agreement shall be presumptively be deemed
         the instrument of such resignation.

(E)      Mr. Last Name shall be responsible,  together with the other members of
         the board of directors,  for review and approval prior to filing of all
         data that  AmeriNet is required to file with the  Commission,  with the
         United  States  Internal  Revenue  Service  (the  "Service")  and  with
         comparable state and local agencies.

(F)      If a member of the  regulatory  affairs or audit  committees,  Mr. Last
         Name shall be responsible  for using  reasonable  efforts to assist its
         chairman to assure that AmeriNet and  all of its  subsidiaries  develop
         and  implement  information   gathering,   retention   and  transmittal
         procedures   that  comply  with  all  applicable   legal  and  auditing
         requirements,  that AmeriNet and its  subsidiaries   promptly  transmit
         required  data to  AmeriNet's  auditors  and  legal  counsel  and  that
         AmeriNet's  auditors and legal counsel prepare and pass upon  materials
         that AmeriNet is required to file with the  Commission or  the Service,
         on a timely basis, adequate for review,  comment and  correction by all
         appropriate  personnel,  including  management  of  AmeriNet  and   its
         subsidiaries,  as well as the  members  of their  boards of  directors,
         attorneys  and  advisors,  at least  three  business  days prior to the
         legally mandated filing dates.

(G)      If a member of the audit committee, Mr. Last Name shall be responsible,
         together with the other members of the audit committee,  for suggesting
         auditor  candidates to AmeriNet's  board of directors and  stockholders
         and for rejecting  any auditors that any member of the audit  committee
         deems unsatisfactory based on their qualifications,  reputation, prices
         or  geographic  location,  provided  that such member  must  specify in
         writing, all reasons for such rejection and the committee,  voting as a
         whole, must pass upon such rejection by majority vote,  forwarding such
         result to the board of directors for appropriate action.



<PAGE>



2.4      Resignation

         Unless he is the sole serving member of AmeriNet's  board of directors,
Mr. Last Name may resign at any time by providing  AmeriNet's board of directors
with  written  notice  indicating  the  Director's  intention  to resign and the
effective date thereof.; provided, however, that resignation,  whether voluntary
or presumptive (as provided above) shall result in a forfeiture of all rights to
compensation  under  this  Agreement,  other  than as to  compensation  that has
accrued pursuant to the provisions of this Agreement.

                                   Article III
                                  Compensation


3.1      Director's Plan Options

(A)      Mr.  Last Name shall be  compensated  for his  services  as a member of
         AmeriNet's board of directors and committees  thereof with common stock
         purchase  options issuable under the terms and provisions of AmeriNet's
         current Non-Qualified Stock Option & Stock Incentive Plan, as follows:

         (1)      For  basic  service  as  a  member  of  AmeriNet's   board  of
                  directors,  Mr.  Last  Name  shall be  granted  an  option  to
                  purchase 15,000 shares of AmeriNet's common stock, exercisable
                  during the twelve month period  commencing  on January 1, 2002
                  and ending on December 31, 2003, at an exercise price based on
                  the last  reported  transaction  price for  AmeriNet's  common
                  stock reported on the OTC Bulletin Board on the first business
                  day following the directors'  election for the term subject to
                  this  agreement  (normally  being the day following the annual
                  stockholders' meeting).


         (2)      For service on  a permanent  committee, the  option
                  will be increased by an additional 10,000 shares which will
                  vest at the rate of 800 shares per month; and


         (3)      For service as the chair of the  executive or audit  committee
                  the option will be  increased  by an  additional  5,000 shares
                  which will vest at the rate of 400 shares per month.

         (4)      All non-vested options will, unless earlier forfeited,  become
                  vested on January 1, 2002.

         (5)      Exercise  of the  foregoing  options  will be  subject  to the
                  condition  precedent  that Mr.  Last  Name  comply on a timely
                  basis  with  all  personal   reporting   obligations   to  the
                  Commission  pertaining  to his role with AmeriNet and that the
                  Director-Designee  serve in the designated positions providing
                  all of the services  required  thereby  prudently  and in good
                  faith.

(B)      The securities to be issued as  compensation  under this Agreement (the
         "Securities") will be issued without  registration under the provisions
         of Section 5 of the Securities Act or the  securities  regulatory  laws
         and regula tions of the State of Florida (the "Florida  Act")  pursuant
         to  exemptions  provided  pursuant  to  Section  4(6)  of the  Act  and
         comparable provisions of the Florida Act;

         (1)      Mr. Last Name shall be  responsible  for  preparing and filing
                  any reports  concerning this  transaction  with the Commission
                  and with Florida  Division of  Securities,  and payment of any
                  required filing fees (none being expected);

         (2)      All of the  Securities  will bear  legends  restricting  their
                  transfer,   sale,  conveyance  or  hypothecation  unless  such
                  Securities  are  either  registered  under the  provisions  of
                  Section 5 of the Act and under the Florida  Act, or an opinion
                  of legal counsel, in form and substance  satisfactory to legal
                  counsel to AmeriNet is provided to AmeriNet's  General Counsel
                  to the effect  that such  registration  is not  required  as a
                  result of applicable exemptions therefrom;


<PAGE>



         (3)      AmeriNet's  transfer agent shall be instructed not to transfer
                  any of the Securities  unless the General Counsel for AmeriNet
                  advises  it that  such  transfer  is in  compliance  with  all
                  applicable laws;

         (4)      Mr. Last Name is acquiring the Securities for his own account,
                  for  investment purposes only, and not with a view to  further
                  sale or distribution; and

         (5)      Mr.  Last  Name  or his  advisors  have  examined  information
                  concerning AmeriNet contained on the Commission's Internet web
                  site  at  www.sec.gov,  in the  EDGAR  archives,  as  well  as
                  AmeriNet's  books and records and have  questioned  AmeriNet's
                  officers and directors as to such matters  involving  AmeriNet
                  as he or she deemed appropriate.

(C)       In the  event  that  AmeriNet  files a  registration  or  notification
          statement  with the  Commission  or any  state  securities  regulatory
          authorities  registering  or qualifying any of its securities for sale
          or resale to the public as free trading securities, it will notify Mr.
          Last  Name of such  intent  at least 15  business  days  prior to such
          filing, and shall, if requested by him, include any shares theretofore
          issued  upon  exercise  of  the  Options  in  such   registration   or
          notification  statement,  provided that Mr. Last Name  cooperates in a
          timely  manner  with  any  requirements   for  such   registration  or
          qualification  by notification,  including,  without  limitation,  the
          obligation to provide complete and accurate information therefor; and,
          provided  further  that,  the  inclusion  of such  securities  in such
          notification   or   registration   statement  is  not  deemed  by  any
          participating  underwriter to be detrimental to a proposed offering of
          AmeriNet's  securities  to the public or to the price or  liquidity of
          AmeriNet's publicly held securities.

3.2      Contingent Compensation

         In  addition  to the  compensation  described  above and in Section 3.1
(unless  comparable  compensation  is provided for under the terms of a separate
employment or consulting agreement):

(A)      In the event  that Mr.  Last Name  arranges  or  provides  funding  for
         AmeriNet on terms more  beneficial  than those  reflected in AmeriNet's
         current principal  financing  agreements,  copies of which are included
         among AmeriNet's  records  available  through the SEC's EDGAR web site,
         Mr. Last Name shall be entitled, at his election, to either:

         (1)      A fee equal to 5% of such savings, on a continuing basis; or

         (2)      If equity  funding is  provided  through  Mr. Last Name or any
                  affiliates  thereof,  a discount  of 5% from the bid price for
                  the subject  equity  securities,  if they are issuable as free
                  trading  securities,  or, a discount of 25% from the bid price
                  for the subject  equity  securities,  if they are  issuable as
                  restricted  securities  (as the  term  restricted  is used for
                  purposes of SEC Rule 144); and

         (3)      If equity  funding is arranged  for  AmeriNet by Mr. Last Name
                  and  AmeriNet  is  not  obligated  to  pay  any  other  source
                  compensation in conjunction  therewith,  other than the normal
                  commissions   charged  by  broker  dealers  in  securities  in
                  compliance with the  compensation  guidelines of the NASD, Mr.
                  Last Name shall be entitled to a bonus in a sum equal to 5% of
                  the net proceeds of such funding.

(B)      In the event that Mr. Last Name generates business for AmeriNet,  then,
         on any sales resulting therefrom,  Mr. Last Name shall be entitled to a
         commission equal to 5% of the net income derived by AmeriNet therefrom,
         on a continuing basis.

3.3      Indemnification.

         AmeriNet  will defend,  indemnify  and hold Mr. Last Name harmless from
all liabilities,  suits, judgments, fines, penalties or disabilities,  including
expenses  associated   directly,   therewith  (e.g.  legal  fees,  court  costs,
investigative costs,


<PAGE>



witness fees,  etc.) resulting from any reasonable  actions taken by him in good
faith on behalf of AmeriNet,  its affiliates or for other persons or entities at
the request of the board of directors of AmeriNet, to the fullest extent legally
permitted,  and  in  conjunction  therewith,  shall  assure  that  all  required
expenditures  are made in a manner  making it  unnecessary  for Mr. Last Name to
incur any out of pocket expenses;  provided, however, that Mr. Last Name permits
AmeriNet to select and supervise all personnel involved in such defense and that
Mr. Last Name waives any conflicts of interest that such personnel may have as a
result of also representing AmeriNet,  their stockholders or other personnel and
agrees to hold them harmless  from any matters  involving  such  representation,
except such as involve fraud or bad faith.

                                  Article Four
                                Special Covenants

4.1      Confidentiality.

(1)      Mr.  Last Name  acknowledges  that,  in and as a result  of his  duties
         hereunder, he will be developing for AmeriNet, making use of, acquiring
         and/or adding to, confidential information of special and unique nature
         and  value  relating  to such  matters  as  AmeriNet's  trade  secrets,
         systems,   procedures,   manuals,   confidential   reports,   personnel
         resources,  strategic and tactical plans, advisors,  clients, investors
         and funders;  consequently,  as material  inducement  to the entry into
         this Agreement by AmeriNet,  Mr. Last Name hereby  covenants and agrees
         that he shall not,  at  anytime  during or  following  the terms of his
         service  as a member of  AmeriNet's  board of  directors,  directly  or
         indirectly,  personally  use,  divulge  or  disclose,  for any  purpose
         whatsoever,  any  of  such  confidential  information  which  has  been
         obtained by or  disclosed  to him as a result of his  association  with
         AmeriNet, or AmeriNet's affiliates.

(2)      In the event of a breach or  threatened  breach by Mr. Last Name of any
         of the provisions of this Section 4.1, AmeriNet, in addition to and not
         in  limitation of any other  rights,  remedies or damages  available to
         AmeriNet, whether at law or in equity, shall be entitled to a permanent
         injunction  in order to prevent or to  restrain  any such breach by Mr.
         Last Name , or by Mr. Last Name 's partners,  agents,  representatives,
         servants, employers,  employees,  affiliates and/or any and all persons
         directly or indirectly acting for or with him.

4.2      Special Remedies.

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

(A)      Mr. Last Name hereby consents to the issuance of a permanent injunction
         enjoining him from any violations of the covenants set forth in Section
         4.1 hereof; and

(B)      Because it is  impossible  to ascertain or estimate the entire or exact
         cost,  damage  or  injury  which  AmeriNet  may  sustain  prior  to the
         effective  enforcement  of  such  injunction,   Mr.  Last  Name  hereby
         covenants and agrees to pay over to AmeriNet,  in the event he violates
         the  covenants  and  agreements  contained  in Section 4.2 hereof,  the
         greater of:

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

         (2)      The sum of One  Thousand  ($1,000.00)  Dollars per  violation,
                  which sum shall be liquidated damages,  and not a penalty, for
                  the  injuries  suffered  by  AmeriNet  as  a  result  of  such
                  violation,  the Parties hereto  agreeing that such  liquidated
                  damages are not intended as the exclusive  remedy available to
                  AmeriNet  for  any  breach  of the  covenants  and  agreements
                  contained in this Article Four, prior to the issuance


<PAGE>



                  of such  injunction,  the  Parties  recognizing  that the only
                  adequate remedy to protect  AmeriNet from the injury caused by
                  such breaches would be injunctive relief.

4.3      Cumulative Remedies.

         Mr. Last Name hereby  irrevocably agrees that the remedies described in
Section 4.2 hereof shall be in addition to, and not in limitation of, any of the
rights or remedies to which AmeriNet is or may be entitled to, whether at law or
in equity, under or pursuant to this Agreement.

4.4      Acknowledgment of Reasonableness.

         Mr. Last Name hereby represents,  warrants and acknowledges that he has
carefully read and  considered  the provisions of this Article Four and,  having
done so, agrees that the  restrictions  set forth herein are fair and reasonable
and are reasonably required for the protection of the interests of AmeriNet, its
officers, other directors and employees;  consequently, in the event that any of
the  above-described  restrictions  shall be held  unenforceable by any court of
competent jurisdiction,  Mr. Last Name hereby covenants, agrees and directs such
court to substitute a reasonable judicially  enforceable  limitation in place of
any  limitation  deemed  unenforceable  and, Mr. Last Name hereby  covenants and
agrees that if so modified,  the covenants  contained in this Article Four shall
be as fully  enforceable  as if they had been set forth  herein  directly by the
Parties.  In  determining  the nature of this  limitation,  Mr. Last Name hereby
acknowledges,  covenants  and agrees that it is the intent of the Parties that a
court adjudicating a dispute arising hereunder recognize that the Parties desire
that this  covenant  not to compete be imposed and  maintained  to the  greatest
extent possible.

4.5      Unauthorized Acts.

         Mr. Last Name hereby  covenants  and agrees that he will not do any act
or incur any obligation on behalf of AmeriNet of any kind whatsoever,  except as
authorized  by its board of  directors or by its  stockholders  pursuant to duly
adopted stockholder action.

4.6      Covenant not to Disparage

         Except  for  information  given  to  any  governmental  entity  in  the
reasonable  belief that it relates to a violation  of law,  Mr. Last Name hereby
irrevocably  covenants  and agrees  that during the term of this  Agreement  and
after its  termination,  he will  refrain  from making any remarks that could be
construed  by anyone,  under any  circumstances,  as  disparaging,  directly  or
indirectly, specifically, through innuendo or by inference, whether or not true,
about  AmeriNet,   its  constituent  members,  or  their  officers,   directors,
stockholders, employees, agent or affiliates, whether related to the business of
AmeriNet, to other business or financial matters or to personal matters.

                                    Article V
                  Agreement to Comply with Legal Restrictions.

5.1      AmeriNet Securities.

(A)      Mr.  Last  Name is the  record  and  beneficial  owner of the  AmeriNet
         securities shown on the signature page hereto, which at the date hereof
         are free and clear of any  liens,  claims,  options,  charges  or other
         encumbrances;  does not beneficially own any other AmeriNet  securities
         and, has full power and authority to make, enter into and carry out the
         terms of this Agreement.

(B)      Mr. Last Name agrees that any AmeriNet  securities that he purchases or
         with  respect  to which he  otherwise  acquires  record  or  beneficial
         ownership after the date of this Agreement ("New AmeriNet  Securities")
         shall be subject to the terms and  conditions of this  Agreement to the
         same extent as if they were owned prior to the date of this Agreement.



<PAGE>



(C)      Mr. Last Name has full power and  authority to execute this  Agreement,
         to make the representations,  warranties and covenants herein contained
         and to perform Director-Nominee's obligations hereunder.

(D)      Mr.  Last Name has no  present  plan or  intention  (a "Plan") to sell,
         transfer,  exchange, pledge or otherwise dispose of, including by means
         of a distribution by a partnership to its partners, or a corporation to
         its stockholders, or any other transaction which results in a reduction
         in the  risk of  ownership  (any  of the  foregoing  being  hereinafter
         referred to generically as a "Sale") of any of the AmeriNet  securities
         that Mr. Last Name  currently  owns or may  acquire  during the term of
         this  Agreement,  or any  securities  that may be paid as a dividend or
         otherwise  distributed  thereon  with  respect  thereto  or  issued  or
         delivered in exchange or substitution therefor.

(E)      If any of Mr. Last Name's  representations  in  this Agreement cease to
         be true at any during the term of this  Agreement, Mr.  Last Name  will
         deliver  to  AmeriNet's general counsel a  written  statement  to  that
         effect, specifying the nature of the change signed by Mr. Last Name.

5.2      Transfer or Encumbrance.

(A)      Mr.  Last  Name  agrees  not to  transfer,  sell,  exchange,  pledge or
         otherwise  dispose of or encumber Mr. Last Name 's AmeriNet  securities
         or any New  AmeriNet  Securities  acquired  or to  make  any  offer  or
         agreement relating thereto during the time that Mr. Last Name serves on
         AmeriNet's  board of directors and for an additional  period of 90 days
         thereafter (the term of this agreement), except:

         (1)      During  such  periods  following  the  filing by  AmeriNet  of
                  reports with the Securities and Exchange  Commission as may be
                  determined   by  the   regulatory   compliance   committee  of
                  AmeriNet's   board  of  directors   to  provide   currency  of
                  information  required to avoid violation of restrictions under
                  the  Securities  Act and the Exchange  Act against  trading on
                  inside information.

         (2)      In full compliance with the requirements of:

                  (a)     Rule 144 promulgated by the Commission under authority
                          granted by the Securities Act;

                  (b)     Sections 13D  and 16(a) of the Exchange Act, including
                          requirements    pertaining   to   timely   filing   of
                          Commission  Forms 3, 4 and 5 or Schedule 13-D; and

         (3)      In full compliance with the procedures established by AmeriNet
                  (including  requirements  imposed upon its transfer  agent) to
                  assure compliance with the foregoing.

(B)       No transactions permitted pursuant to Section 5.2(A) shall be effected
          until:

         (1)      Legal counsel  representing Mr. Last Name (which legal counsel
                  is reasonably  satisfactory  to AmeriNet),  shall have advised
                  AmeriNet in a written opinion letter  satisfactory to AmeriNet
                  and AmeriNet's legal counsel,  and upon which AmeriNet and its
                  legal  counsel  may  rely,  that  no  registration  under  the
                  Securities  Act  would  be  required  in  connection  with the
                  proposed  sale,  transfer  or other  disposition  and that all
                  requirements under the Exchange Act, including Sections 13 and
                  16 thereof have been complied with; or

         (2)      A  registration  statement  under the  Securities Act covering
                  AmeriNet's Stock proposed to be sold, transferred or otherwise
                  disposed of,  describing  the manner and terms of the proposed
                  sale, transfer or other disposition,  and containing a current
                  prospectus,  shall  have been filed  with the  Securities  and
                  Exchange  Commission  (the  "Commission")  and made  effective
                  under the Securities Act; or



<PAGE>



         (3)      An  authorized  representative  of the  Commission  shall have
                  rendered   written   advice  to  Mr.  Last  Name   (sought  by
                  Director-Nominee or  Director-Nominee's  legal counsel, with a
                  copy thereof and all other related communications delivered to
                  AmeriNet)  to the  effect  that the  Commission  would take no
                  action,  or  that  the  staff  of  the  Commission  would  not
                  recommend that the Commission take any action, with respect to
                  the proposed disposition if consummated; or

         (4)      AmeriNet's   general   counsel   and   president   shall  have
                  specifically  consented to the  transaction in wiring pursuant
                  to  authority  delegated  in  a  specific  resolution  of  the
                  regulatory affairs committee of AmeriNet's board of directors.

(C)       Mr.  Last  Name  also   understands  and  agrees  that  stop  transfer
          instructions  will be given to AmeriNet's  transfer agent with respect
          to certificates evidencing his AmeriNet securities and that there will
          be placed  on the  certificates  evidencing  his  AmeriNet  securities
          legends  stating in substance:  "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(1),  3(b) or 4(2) of such act, and  comparable
          state law  provisions  or they  have  been  held by a person  deemed a
          control  person  under  Commission  Rule 144 and subject to  reporting
          obligations  under  Section 13D of the  Exchange  Act and to reporting
          obligations  and  trading  restrictions  under  Section  16(a)  of the
          Exchange  Act.  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 the Company's  satisfaction,  and,
          all required reports pertaining thereto, including Commission Forms 3,
          4, 5 and 144 and  Commission  Schedule  13D have been  filed  with the
          Commission."

5.3      No Proxy Solicitations.

          Mr.  Last Name will not,  and will not  permit  any  entity  under his
          control, while a director of AmeriNet, to:

(A)       Solicit proxies or become a "participant" in a "solicitation" (as such
          terms are  defined  in  Regulation  14A under the  Exchange  Act) with
          respect to any meetings of AmeriNet's stockholders;

(B)       Initiate  a  stockholders'  vote or  action  by  consent  of  AmeriNet
          stockholders with respect to any stockholders action; or

(C)       Become a member of a "group" [as such term is used in Section 13(d) of
          the Exchange Act] with respect to any voting securities of AmeriNet.

5.4      No Limitation on Discretion as Director.

         This  Article is intended  solely to apply to the  exercise by Mr. Last
Name in his individual capacity of rights attaching to ownership of the AmeriNet
securities  and nothing  herein  shall be deemed to apply to, or to limit in any
manner the  discretion of Mr. Last Name with respect to, any action which may be
taken or  omitted  by him  acting  in his  fiduciary  capacity  as a  member  of
AmeriNet's board of directors or any committee thereof.

                                   Article VI
                                  Miscellaneous

6.1      Notices.

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


<PAGE>



                               To Mr. Last Name :
               At the contact information provided in Section 6.18

                                  To AmeriNet:
                            AmeriNet Group.com, Inc.
               2500 North Military Trail, Suite 225-C; Boca Raton,
        Florida 33431 Telephone (561) 998-3435, Fax (561) 998-4635; and,
                         e-mail larry@amerinetgroup.com;
           Attention: Lawrence R. Van Etten, President; with a copy to

                                 General Counsel
                            AmeriNet Group.com, Inc.
                1941 Southeast 51st Terrace; Ocala, Florida 34471
              Telephone (352) 694-6661, Fax (352) 694-1325; and to

                           The Yankee Companies, Inc.
        2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
               Telephone (561) 998-2025, Fax (561) 998-3425; and,
                       e-mail lenny@yankeecompanies.com;
                   Attention: Leonard Miles Tucker, President

         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)      (1)      The  Parties  acknowledge  that  the Yankee Companies, Inc., a
                  Florida   corporation   ("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)      Because  of  the  inherent  conflict  of  interests  involved,
                  Yankees has  advised all of the Parties 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  AmeriNet's  general counsel,
                  who has reviewed,  approved and caused modifications on behalf
                  of AmeriNet,  from representing  anyone other than AmeriNet in
                  this transaction.

6.2      Amendment.

(A)      No  modification,  waiver,  amendment,  discharge  or  change  of  this
         Agreement  shall be valid  unless the same is in writing  and signed by
         the Party against which the enforcement of said  modification,  waiver,
         amendment, discharge or change is sought.

(B)      This Agreement may not be  modified  without  the consent of a majority
         in interest of AmeriNet's stockholders.

6.3      Merger.

(A)      This instrument  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.



<PAGE>



6.4      Survival.

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

6.5      Severability.

         If any provision or any portion of any provision of this Agreement,  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 effected thereby.

6.6      Governing Law.

         This  Agreement  shall be governed by and  construed,  interpreted  and
enforced in  accordance  with the laws of the State of Delaware,  except for any
choice of law  provisions  that would  result in the  application  of the law of
another jurisdiction, and except for laws involving the fiduciary obligations of
AmeriNet's officers and Director-Nominees, which shall be governed under Florida
law.

6.7      Third Party Reliance.

         Legal counsel to and  accountants  for the Parties shall be entitled to
rely upon this Agreement.

6.8      Venue.

         Any proceeding  arising between the Parties in any matter pertaining or
related to this  Agreement  shall,  to the extent  permitted  by law, be held in
Broward County, Florida.

6.9      Litigation.

(A)      In any action  between  the Parties to enforce any of the terms of this
         Agreement  or  any  other  matter  arising  from  this  Agreement,  the
         prevailing  Party shall be entitled to recover its costs and  expenses,
         including   reasonable   attorneys'   fees  up  to  and  including  all
         negotiations,   proceedings   and   appeals,   whether  or  not  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  six  alternatives  to be  provided,  three  by
                    AmeriNet and three by Mr. Last Name .

               (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 six alternatives to be provided, three by AmeriNet and three
               by Mr. Last Name.


<PAGE>



         (3)      (a)      Expenses of mediation shall be borne by AmeriNet, 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.

6.10      Benefit of Agreement.

(A) This  Agreement  may not be  assigned  by Mr.  Last Name  without  the prior
written consent of AmeriNet.

(B)      Subject to the restrictions on transferability and assignment contained
         herein,  the terms and  provisions of this  Agreement  shall be binding
         upon  and  inure  to the  benefit  of the  Parties,  their  successors,
         assigns, personal representative, estate, heirs and legatees.

6.11      Interpretation.

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

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

(C)      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.

(D)      All pronouns and any variations thereof shall be deemed to refer to the
         masculine, feminine, neuter, singular or plural, as the identity of the
         Party or Parties,  or their  personal  representatives,  successors and
         assigns may require.

(E)      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.

6.12     Number and Gender.

         All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.

6.13     Further Assurances.

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

6.14     Status.

         Nothing in this  Agreement  shall be construed or shall  constitute  an
agency, employment, partnership, joint venture relationship.


<PAGE>



6.15     Counterparts.

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

(B)      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  Securities and
         Exchange Commission.

6.16     License.

(A)      This  Agreement  is the  property  of Yankees and the use hereof by the
         Parties is authorized hereby solely for purposes of this transaction.

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

(C)      This Agreement shall not be more strictly interpreted against any Party
         as a result of its authorship.

6.16     Waiver.

         No waiver by any party hereto of any  condition or of any breach of any
provision of this Agreement  shall be effective  unless in writing and signed by
each party hereto.

6.17     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.

6.18     Consultation with Counsel.

         Mr. Last Name has  carefully  read this  Agreement  and  discussed  its
requirements and other applicable  limitations upon the sale,  transfer or other
disposition of AmeriNet securities to the extent he felt necessary, with his own
legal counsel.

6.19     Information Concerning Mr. Last Name  's Share Ownership.

(A)      AmeriNet securities beneficially owned by Mr. Last Name :

         (1)      ___________ shares of AmeriNet common stock; and

         (2)      ___________ shares of AmeriNet common stock subject to options
                              warrants or other rights; and

         (3)      ___________ other AmeriNet securities, as specifically
                              described in exhibit 6.19 annexed hereto and
                              made a part hereof, if any.


<PAGE>


(B)      (1)      Domicile Address:    _________________________________________
                                  Street address      City              Zip code

         (3)      Telephone, fax and e-mail:  __________________________________


         In  Witness  Whereof,  Mr.  Last Name and  AmeriNet  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:

----------------------------

----------------------------                        ----------------------------
                                                         Fist&Middle&Last
Dated:   December  21, 2000

                                                     AmeriNet Group.com, Inc.
----------------------------

____________________________                By:     /s/ Lawrence R. Van Etten
                                         Lawrence R. Van Etten, Acting President
         (Corporate Seal)
                                          Attest:  /s/ Vanessa H. Lindsey
                                                 Vanessa H. Lindsey, Secretary
Dated:   December 21, 2000


<PAGE>