AMERINET GROUP.COM, INC.
               NON-QUALIFIED STOCK OPTION AND STOCK INCENTIVE PLAN
                         EFFECTIVE AS OF JANUARY 1, 2000

                              CERTIFICATE OF AWARD

STATE OF FLORIDA  }
COUNTY OF MARION           } SS.:

     Pursuant to a duly adopted  resolution of the Option Plan  Committee of its
Board  of  Directors,   AmeriNet  Group.com,  Inc.,  a  publicly  held  Delaware
corporation  with a class of  securities  registered  under Section 12(g) of the
Securities  Exchange  Act of 1934,  as amended  (hereinafter  referred to as the
"Corporation"),  intending  to be  legally  bound,  hereby  certifies  that  the
individual  whose name is set forth below (the  "Participant")  has  received an
award of  Incentive  Stock  Options  [_] Non  Qualified  Stock  Options [X] (the
"Award" and the "Option,"  respectively) under and pursuant to its non-qualified
stock  option and stock  incentive  plan,  effective  as of January 1, 2000 (the
"Plan"),  a copy of which  has been  heretofore  filed  with the  United  States
Securities and Exchange Commission.

     All  provisions  of the Plan not  specifically  inconsistent  herewith  are
hereby incorporated by reference.

Name of Recipient:         _________________________________

Number of shares of common stock, $0.01 par value, underlying the Option:_______

Exercise price per share:      $1.44

Earliest date that the Option may be exercised:      January 1, 2001

Latest date that the Option may be exercised:        December 31, 2002

Investment Representation:

     The Option is [_] is not [X]  transferable  (except as legally  required by
operation of law, e.g., by testamentary disposition or intestate succession).

     The Option has [_] has not [X] been registered under applicable federal and
state  securities  laws.  If it has not  been  registered,  neither  the  Option
(whether or not otherwise transferable) or the underlying shares of common stock
may be sold,  transferred or hypothecated  until the legal  restrictions on sale
are no  longer  applicable  and  such  inapplicability  is  demonstrated  to the
satisfaction of the Corporation and its legal counsel.

     The shares of common stock underlying the Option have [_] have not [X] been
registered under applicable  federal and state securities laws. If they have not
been registered,  the underlying shares of common stock may be sold, transferred
or hypothecated  until the legal  restrictions on sale are no longer  applicable
and such  inapplicability is demonstrated to the satisfaction of the Corporation
and its legal counsel.

Withholding Taxes:

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

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

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


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Exercise Upon Participant's Termination of Employment:

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

B.   The reduction in the ownership of any Subsidiary by the  Corporation  below
     one share more than 50% shall be deemed a termination  of the employment of
     the Participant if the Participant's determination of required status under
     this Plan is predicated on the Participant's status in connection with such
     Subsidiary.

Maximum Amount of Incentive Stock Options.

     With reference to Incentive  Stock Options,  to the extent the aggregate of
the Fair Market Value of the shares of Common Stock  (determined  as of the time
of the grant of the Option)  subject to such Incentive Stock Option and the fair
market  values  (determined  as of the date(s) of grant of the  option(s) of all
other shares of Common Stock subject to incentive  stock options  granted to the
Participant  by  the  Corporation  or  any  Parent  or  Subsidiary,   which  are
exercisable for the first time by any person during any calendar year, exceed(s)
one hundred  thousand  dollars  ($100,000),  such excess  shares of Common Stock
shall not be deemed to be purchased  pursuant to Incentive  Stock  Options.  The
terms of the  immediately  preceding  sentence  shall be  applied  by taking all
options,  whether or not granted  under this Plan,  into account in the order in
which they are granted.


     * * * *

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

                            AmeriNet Group.com, Inc.

Dated:   January 29, 2001
By:_____________________________
   Edward C. Dmytryk
   President
                                                          {Corporate Seal}
Attest:______________________
       Vanessa H. Lindsey
       Secretary

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

     Witness my hand and seal,  this ___d day of ________,  200_.  My commission
expires:

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


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