AmeriNet Group.com, Inc.
                   Accredited Investor Subscription Agreement


     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OR REGULATIONS OF
ANY STATE OR OTHER  JURISDICTION.  RATHER,  THEY ARE  OFFERED IN RELIANCE ON THE
EXEMPTION FROM REGISTRATION  REQUIREMENTS IMPOSED BY THE SECURITIES ACT PROVIDED
BY SECTION 4(6) THEREOF.  IF STATE LAW IS NOT PREEMPTED UNDER APPLICABLE FEDERAL
LAW PERTAINING TO THE EXEMPTION  UNDER SECTION 4(6) OF THE  SECURITIES  ACT, THE
SECURITIES REFERRED TO IN THIS SUBSCRIPTION AGREEMENT WILL ALSO BE OFFERED, SOLD
TO AND ACQUIRED BY THE HOLDER IN A TRANSACTION EXEMPT UNDER SECTION  517.061(11)
OF THE FLORIDA  SECURITIES & INVESTOR  PROTECTION ACT (THE "FLORIDA  ACT").  THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA ACT AND IF IT HAS NOT BEEN
PREEMPTED BY APPLICABLE  FEDERAL LAW, THEN ALL FLORIDA  RESIDENTS HAVE THE RIGHT
TO VOID THE PURCHASE  WITHIN THREE DAYS AFTER THE FIRST TENDER OF  CONSIDERATION
IS MADE BY SUCH  PURCHASER TO THE ISSUER,  AN AGENT OF THE ISSUER,  OR AN ESCROW
AGENT OR WITHIN 3 DAYS AFTER THE  AVAILABILITY  OF THAT RIGHT IS COMMUNICATED TO
SUCH PURCHASER, WHICHEVER OCCURS LATER.

                                     TERMS:

1.   General.

  (a)(1)(A)    This  Subscription  is part of a limited  subscription by current
          stockholders of AmeriNet Group.com, Inc. ("AmeriNet";  a publicly held
          Delaware  corporation  formerly known as Equity Growth Systems,  inc.,
          with a class of securities  currently  registered  under Section 12 of
          the Securities Exchange Act of 1934, as amended [the "Exchange Act"]),
          all of whom qualify as accredited  investors,  as that term is defined
          in Rule 501 of Securities and Exchange  Commission (the  "Commission")
          Regulation D  promulgated  under  authority of the  Securities  Act of
          1933, as amended ("Rule 501", "Regulation D" and the "Securities Act",
          respectively)  for an aggregate of up to _______  shares of AmeriNet's
          Class A  Preferred  Stock,  $0.01 par value  (the  "Class A  Preferred
          Stock").

        (B)    The  attributes,  rights and preferences of the Class A Preferred
          Stock are set forth on the  certificate of designation  annexed hereto
          and made a part hereof as exibit1(a)(1)(B).

     (2)(A)    The  issuance  of the Class A  Preferred  Stock is to be effected
          without   registration  under  the  Securities  Act  pursuant  to  the
          exemptive  provisions of Section 4(6) of Securities Act, providing for
          the issuance of restricted  securities solely to accredited investors;
          however,  if it has not  already  done so,  within  90 days  after the
          filing by  AmeriNet of its report on  Commission  Form 10-KSB for last
          fiscal year (the "Annual Report"), it will also:

     (1)  File  either  a proxy  statement  of  Commission  Schedule  14-A or an
     information  statement on Commission  Schedule 14-C (both being hereinafter
     generically  referred  to  as  the  "Information  Statement[s]")  with  the
     Commission;

     (2)  Distribute  the  Information  Statement  and the Annual  Report to the
     Accredited Subscribers; and

     (3)  If legally  eligible,  prepare and file a  registration  statement  on
     Commission Form S-3 registering the shares of AmeriNet's  common stock into
     which the then



<PAGE>


     Certain  matters  discussed in this agreement  pertain to  "forward-looking
statements" as defined in the Private Securities  Litigation Reform Act of 1995.
Such  statements  involve risks and  uncertainties  including but not limited to
changes in general  economic  conditions,  access to capital,  renegotiation  of
terms for  acquisitions,  abandonment  of  acquisitions  based on due  diligence
concerns or post  acquisition  developments;  economic  factors and governmental
regulations.  Stock are  convertible and  use its  best efforts  to have the S-3
registration statement declared effective by the Commission.

<PAGE>








        (B)    Subscription  proceeds  must be  prepaid  with the  tender of the
          executed form of this  Agreement,  and will be accepted by AmeriNet on
          an Agreement per Agreement basis.

        (C)    The initial  __________  shares will be offered at a subscription
          price of $_.00 per share.

     (3)  AmeriNet   will,   immediately   following   closing   on  the   first
     subscriptions  accepted in this  limited  offering,  file a Form D with the
     Securities and Exchange Commission,  as required to permit the contemplated
     subscription.

  (b)(1)  Current  information  concerning  AmeriNet is  contained  on the SEC's
     EDGAR web site on the Internet  located at  www.sec.gov  (including  annual
     reports on Form 10-KSB containing certified financial statements, quarterly
     reports  on Form  10-QSB  containing  unaudited  financial  statements  and
     current reports of Form 8-K updating  information,  all of which are hereby
     incorporated  by  reference  herein and are  collectively  and  generically
     hereinafter referred to as the "Exchange Act Reports").

     (2)  The information  contained in the Exchange Act Reports  supersedes and
     is hereby  deemed  to amend  any  contrary  information  contained  in this
     Agreement  or the  exhibits  thereto  that  predate  such  filings,  but is
     superseded by the updating  information,  if any, annexed hereto and made a
     part hereof as exhibit 1(b)(2) (the "Information Update").

  (c)(1)  The  proceeds  of this  limited  offering  are to be  used to  provide
     expansion capital for:

        (A)    Corporations to be acquired by AmeriNet;

        (B)    AmeriNet's current subsidiaries; and

        (C)    Working  capital  for  AmeriNet  (not  more than 10% of the gross
          proceeds derived from the limited offering).

     (2)  AmeriNet  may  elect  to  borrow  funds   required  for  the  purposes
     identified  in Section  1(c)(1) and to repay such loans  using  proceeds of
     this limited offering.

     (3)  AmeriNet's management is of the opinion that the net proceeds from the
     offering  would be sufficient to meet current  operating  requirements  but
     that  AmeriNet  will  require  substantial  additional  capital in order to
     effect and properly capitalize acquisitions it may make in the future which
     it  intends  to  obtain  through  secondary  public  offerings  or  private
     placements of its  securities in amounts  based on the  circumstances  then
     existing;  however,  no  assurances  can be provided  that either source of
     funding will actually become available.

     (4)(A)    AmeriNet may temporarily  invest any unexpended  balances on hand
          in government securities, certificates of deposit, money market funds.


        (B)    AmeriNet  intends to make such  investments  only  temporarily in
          order  to  avoid  any  requirement  to  register  AmeriNet  under  the
          Investment Company Act of 1940.

        (C)    Any income  realized from  investment of the net proceeds of this
          limited offering will be general revenues of AmeriNet.



<PAGE>



     (5)  AmeriNet  will  provide  reports on the actual  use of  proceeds  on a
     quarterly  basis until all  proceeds  have been  expended,  in its periodic
     reports to the Commission on Forms 8-K, 10-QSB and 10-KSB.

  (d)     Certain risks  associated  with AmeriNet are disclosed in the Exchange
     Act Reports and  supplemental  risks  associated with this limited offering
     are  disclosed  in Section 3, all of which must be  carefully  reviewed  by
     prospective Accredited Subscribers prior to making an investment decision.

  (e)     Except as disclosed in the Exchange Act Reports, AmeriNet will not use
     any general  solicitation or advertising nor will it pay any commissions or
     grant any discounts in conjunction with this limited offering.

2.       Subscription Consideration.

  (a)     The undersigned  Accredited Subscriber hereby subscribes for _________
     shares of the Class A Preferred Stock at $____ per share ($_________ in the
     aggregate) and will tender payment in full therefor  immediately  following
     receipt of an executed copy of this Agreement  evincing  acceptance of this
     subscription by AmeriNet.

  (b)     Within fifteen  business days after acceptance of the subscription and
     payment for the Class A Preferred  Stock,  AmeriNet's  transfer  agent will
     issue and deliver to the Accredited  Subscriber,  at AmeriNet's expense, an
     appropriately  legended certificate for the Class A Preferred Stock, a form
     of AmeriNet's  common stock  certificates  being provided to the Accredited
     Subscriber as an exhibit to this Agreement.

  (c)     If this  subscription  is not accepted or accepted only in part,  then
     AmeriNet will return all funds paid by the Accredited Subscriber other than
     those  allocated  to any part of the  subscription  accepted,  within  five
     business days after the date of rejection or partial acceptance.

3.       Accredited Subscriber's Representations, Warranties and Covenants.

     As a material  inducement to  AmeriNet's  consideration  of the  Accredited
Subscriber's  offer to  acquire  Shares  of the  Class A  Preferred  Stock,  the
Accredited  Subscriber  represents,  warrants  and  covenants  to  AmeriNet,  as
follows:

  (a)     The  Accredited  Subscriber  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 promulgated under authority of
     Securities   Act  and  has,   alone   or   together   with  his   Offeree's
     Representative,  if  any,  (as  hereinafter  defined)  such  knowledge  and
     experience in financial  matters that the Accredited  Subscriber is capable
     of evaluating the relative risks and merits of this subscription;

  (b)     The Accredited  Subscriber  acknowledges that he, she or it has, based
     on his, her or its own substantial ex perience, the ability to evaluate the
     transactions  contemplated  hereby  and the  merits  and risks  thereof  in
     general  and  the   suitability  of  the  transaction  for  the  Accredited
     Subscriber in particular;

  (c)(1)  The Accredited  Subscriber  understands that the offer and issuance of
          the  Class  A  Preferred  Stock  is  being  made  in  reliance  on the
          Accredited  Investor's  representation that he, she or it has reviewed
          all of AmeriNet's  Exchange Act Reports,  including  that contained in
          exhibits  filed with such  reports,  as well as that  provided  in the
          exhibits  to  this   Agreement  and  has  become   familiar  with  the
          information disclosed therein.

     (2)  The  Accredited  Subscriber  is  fully  aware  of the  material  risks
          associated with becoming an investor in AmeriNet and confirms that he,
          she or 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 the  Accredited  Subscriber  have been made
          available to the Accredited Subscriber.




<PAGE>



  (d)     The  Accredited  Subscriber has had an opportunity to ask questions of
     and receive answers from the officers of AmeriNet concerning:

     (1)  The  terms  and  conditions  of this  Subscription  Agreement  and the
          transactions  contemplated  hereby, as well as the affairs of AmeriNet
          and related matters; and

     (2)  Any  arrangements or proposed  arrangements of AmeriNet in conjunction
          with this limited offering that are not identical to those relating to
          all subscribers to this limited offering.

  (e)     The Accredited  Subscriber 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,  as called for by Florida Rule
     3E-500.005  [which describes  information that would meet the informational
     provisions of Section 517.061(11), Florida Statutes].

  (f)     The  Accredited  Subscriber  has provided  AmeriNet  with personal and
     business financial  information which he, she or it agrees demonstrates the
     Accredited  Subscriber's  general  ability to bear the risks of the subject
     trans action and suitability as a subscriber in a private  offering and the
     Accredited  Subscriber  hereby affirms the correctness of such information,
     including,   without  limitation,   the  representations  in  the  form  of
     investment letter annexed hereto and made a part hereof as exhibit 3(f).

   (g)     The Accredited Subscriber acknowledges and is aware that:

     (1)  The  Class A  Preferred  Stock  is a  speculative  investment  with no
          assurance  that AmeriNet will be successful,  or if  successful,  that
          such success will result in payments to the  Accredited  Subscriber or
          to  realization  of  capital  gains by the  Accredited  Subscriber  on
          disposition  of the  Class  A  Preferred  Stock  or of the  shares  of
          AmeriNet common stock into which it is convertible;

     (2)  The Class A  Preferred  Stock being  subscribed  for and the shares of
          common stock into which they are convertible  have not been registered
          under  the  Securities  Act  or  under  any  state   securities  laws,
          accordingly  the  Accredited  Subscriber  may have to hold such common
          stock and may not be able to liquidate, pledge, hypothecate, assign or
          transfer it; and

     (3)  While  AmeriNet  has  agreed,  if  legally  available,  to file an S-3
          registration  statement with the Commission  registering the shares of
          AmeriNet common stock into which the shares of Class A Preferred Stock
          outstanding  at  the  time  the  S-3  registration  statement  becomes
          effective  are  convertible  and to use its best  efforts  to have the
          Commission  declare  the S-3  registration  statement  effective,  the
          Commission  and not  AmeriNet  will  determine  when  and if,  the S-3
          registration statement will become effective.

   (h)    The  Accredited  Subscriber  has  obtained  his,  her or its own  oral
     opinion  from his,  her or 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 the Accredited Subscriber or AmeriNet
     in  conjunction  with this  Subscription  and the  issuance  of the Class A
     Preferred Stock in conjunction therewith, other than such actions that have
     already been taken in order to comply with the securities law  requirements
     of the Accredited  Subscriber's state of domicile,  other than such actions
     or such  restrictions on actions as have in fact been taken or avoided,  as
     the case requires; and

   (i)(1) The  certificates for the Class A Preferred Stock and the certificates
          for any  shares  of  AmeriNet's  common  stock  into  which  they  are
          converted  which  are not  subject  to a then  effective  registration
          statement   filed  with  the   Commission  in   compliance   with  the
          requirements of the Securities Act, will bear restrictive  legends and
          AmeriNet's  transfer  agent will be  instructed  not to  transfer  the
          subject  securities  unless  they have  been  registered  pursuant  to
          Sections 5 and 6 of the Securities Act or an opinion of counsel to the
          Accredited  Subscriber  satisfactory to legal counsel to  AmeriNet and


<PAGE>



          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.

      (2) 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."

4.       Responsibility.

   (a)    The officers of AmeriNet will endeavor to exercise their best judgment
     in the conduct of all matters  arising under this  Subscription  Agreement;
     provided,  however,  that  this  provision  shall  not  enlarge,  limit  or
     otherwise affect the liability of AmeriNet or its officers.

   (b)    The Accredited  Subscriber shall indemnify and hold harmless AmeriNet;
     any corporation or entity affiliated with AmeriNet; the officers, directors
     and employees of any of the foregoing; or any professional adviser thereto,
     from and against any and all loss, damage, liability or expense,  including
     costs and reasonable  attorney's fees at trial or on appeal,  to which said
     entities  and  persons  may be subject or which said  entities  and persons
     incur by reason of or in connection with any misrepresentation  made by the
     Accredited  Subscriber,  any breach of any of the  Accredited  Subscriber's
     warranties  or the  Accredited  Subscriber's  failure to fulfill any of the
     covenants or agreements under this Subscription Agreement.

5.       Survival of Representations, Warranties and Agreements.

     The representations,  warranties, covenants and agreements contained herein
shall  survive the  delivery of and the payment for the Class A Preferred  Stock
being subscribed for.

6.       Notices.

     Any and all notices,  designations,  consents,  offers,  acceptances or any
other communication  provided for herein shall be given in writing by registered
or  certified  mail which shall be addressed in the case of AmeriNet to AmeriNet
Group.com,  Inc.; The Crystal Corporate Center; 2500 North Military Trail, Suite
225-C; Boca Raton,  Florida 33431;  Priority Attention:  Secretary;  and, in the
case of the Accredited  Subscriber,  to the address set forth at the end of this
Agreement, or to the address appearing on the books of AmeriNet or to such other
address  as may be  designated  by the  Accredited  Subscriber  or  AmeriNet  in
writing.

                        Accredited Subscriber Information
                     Please Print the following Information

Accredited Subscriber's Name:            _______________________________________
Accredited Subscriber's Address:         _______________________________________
Accredited Subscriber's Telephone Number:_______________________________________
Accredited Subscriber's Tax ** Number: _________________________________  ______
*    If applicable (e.g., if the Subscriber is a corporation, partnership, joint
     venture, etc.)

**   FEIN or Social Security number


 -

<PAGE>



7.       Miscellaneous.

   (a)    This  Agreement  shall be  governed  by,  construed  and  enforced  in
     accordance  within  the laws of the State of  Delaware,  both  substantive,
     procedural (except for choice of law provisions) and remedial.

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

   (c)    This  Agreement  shall be binding on and shall inure to the benefit of
     the  Parties  and  their  respective  successors,  assigns,  executors  and
     administrators,   but  this  Agreement  and  the   respective   rights  and
     obligations  of the Parties  hereunder  shall not be assumable by any Party
     hereto without the prior written consent of the other.

   (d)    This  Agreement  represents  the entire  understanding  and  agreement
     between the Parties hereto with respect to the subject  matter hereof;  and
     cannot be amended,  supplemented  or modified  except by an  instrument  in
     writing signed by the Party against whom enforcement of any such amendment,
     supplement or modification is sought.

   (e)    The  failure of any  provision  of this  Agreement  shall in no manner
     affect the right to enforce the other provisions of same, and the waiver of
     any Party of any breach of any  provision  of this  Agreement  shall not be
     construed  to be a waiver by such  Party of any  succeeding  breach of such
     provision or waiver by such Party of any breach of any provision.


                                      * * *


          In Witness  Whereof,  I have executed this  Agreement on behalf of the
     Accredited Subscriber this ___ day of _____________________, 2000.

                              Accredited Subscriber

                   ------------------------------------------
                              (Print or Type Name)

                      By: _________________________________
                                   (Signature)


Subscription Accepted:

AmeriNet Group.com, Inc.
                                                Dated: __________________, 2001.

By:      _______________________
         Edward C. Dmytryk
         President

Attest:  _______________________
         Vanessa H. Lindsey
         Secretary


<PAGE>



                                  Exhibit Index

Exhibit                    Description
1(a)(1)(B)        Certificate of Designation
1(b)(2)                    Information Update
2(a)              Form of the Class A Preferred Common Stock Certificate
3(f)              Investment Letter



                               Exhibit 1(a)(1)(B)
                           CERTIFICATE OF DESIGNATION
                 PREFERENCES & RIGHTS OF CLASS A PREFERRED STOCK

     AmeriNet  Group.com,  Inc., a corporation  organized and existing under the
General  Corporation Law of the State of Delaware (the  "Corporation"),  does by
its president and its secretary and under its corporate  seal hereby  certify as
follows:

FIRST:    That by the  certificate of  incorporation  duly filed in the State of
          Delaware,  as currently  amended,  the  Corporation  is "authorized to
          issue  5,000,000  shares of  preferred  stock,  $0.01 par  value,  the
          attributes  of  which  are  to be  determined  by  resolution  of  the
          Corporation's Board of Directors from time to time, prior to issuance,
          in  conformity  with the  requirements  of Section 151 of the Delaware
          General Corporation Law."

SECOND:   That pursuant to the authority vested in the Board of Directors by the
          certificate of incorporation, the board of directors at a meeting duly
          convened an held on the 29th day of June, 2000,  adopted the following
          resolution:

     RESOLVED,  that the Board of Directors  hereby  creates and  designates the
initial  series  of  Preferred  Stock,  $0.01  par  value,  of the  Corporation,
authorizes the issuance  thereof,  and fixes the  designation and amount thereof
and the  preferences  and  relative,  participating,  optional and other special
rights of such  shares,  and the  qualifications,  limitations  or  restrictions
thereof as follows:

     1.1  Designation and amount.

                  The shares of the initial class of Preferred Stock shall be
                  designated "Class A Preferred Stock, (hereinafter sometimes
                  called "Preferred Stock"), and the number of shares which may
                  be issued shall be 500,000.

     1.2      Dividends.

        (A)    The holders of shares of the Preferred Stock shall be entitled to
          receive,  out  of the  assets  of the  Corporation  legally  available
          therefore,  and as  and  when  declared  by the  Board  of  Directors,
          dividends  of  every  kind   declared  and  paid  to  holders  of  the
          Corporation's Common Stock, at a rate per share twenty times that paid
          per share of Common Stock.

         (B)   Each  such  dividend  shall be paid to the  holders  of record of
          shares of the Preferred  Stock as they appear on the stock register of
          the  Corporation  on the  last day of the  month  next  preceding  the
          payment date thereof.

     1.3      Conversion.

                    The holders of shares of the Preferred  Stock shall have the
                    right,  at their option,  to convert all or any part of such
                    shares into shares of Common Stock of the Corporation at any
                    time on and subject to the following terms and conditions:

         (A)    The shares of Preferred Stock shall be convertible at the office
          of transfer agent for the Preferred Stock (the "Transfer Agent"),  and
          at such other place or places,  if any, as the Board of  Directors  of
          the  Corporation  may  designate,  into fully paid and  non-assessable
          shares  (calculated as to each  conversion to the nearest 1/100th of a
          share) of Common Stock.

         (B)   The number of shares of Common Stock issuable upon  conversion of
          each share of the Preferred Stock shall be equal to the greater of:


<PAGE>



      (1)      Twenty shares of Common Stock (the "Set Conversion Rate"); or

      (2)      The number of shares of Common  Stock  obtained by  dividing  the
               gross  price at which the  preferred  shares  were  issued by the
               Corporation  (the  "Issuance  Price") by 80% of the closing price
               for the  Corporation's  Common  Stock,  as reported on the public
               stock market or securities exchange (in both cases, registered as
               such by the United States  Securities  Exchange  Commission  [the
               "Commission"])  having the highest  average trading volume in the
               Corporation's  securities  (for  purposes  of  illustration,  the
               following,  being  acceptable:  The New York Stock  Exchange  the
               NASDAQ  Stock  Market,  the  American  Stock  Exchange,  the  OTC
               Bulletin Board  operated by the NASD, the Electronic  Pink Sheets
               operated by the National Daily  Quotation  System,  Inc.), on the
               day the  notice of  conversion  provided  to the  Corporation  is
               executed  and  dated  by  the  holder  with  medallion  signature
               guarantee (the "Market Conversion Rate").

         (C)   The Set Conversion  Rate shall be subject to adjustment from time
          to time in certain instances as hereinafter provided.

         (D)   No payment or adjustment shall be made in respect of dividends on
          the Common Stock or the Preferred  Stock upon  conversion of shares of
          the Preferred Stock.

         (E)   No fractional shares of Common Stock will be issued,  rather, one
          fractional share per holder will be rounded up to a whole share.

         (F)   Before  any  holder  of shares of the  Preferred  Stock  shall be
          entitled to convert the same into Common Stock, he shall surrender the
          certificate or certificates  therefor,  duly endorsed and dated to the
          Corporation with a medallion signature guarantee, at the office of the
          Transfer Agent or at such other place or places,  if any, as the Board
          of Directors of the Corporation has designated, and shall give written
          notice to the  Corporation  at said  office or place that he elects to
          convey the same and shall  state in writing  therein the name or names
          (with  addresses) in which he wishes the  certificate or  certificates
          for Common Stock to be issued.

         (G)   The Corporation  will, as soon as practicable  thereafter,  issue
          and  deliver at said  office or place to such  holder of shares of the
          Preferred  Stock, or to his nominee or nominees,  certificates for the
          number of full shares of Common Stock to which he shall be entitled as
          aforesaid.

         (H)   Shares  of the  Preferred  Stock  shall be  deemed  to have  been
          converted  as of the close of  business  on the date of the  medallion
          signature  guarantee on the certificate  surrendered for conversion as
          provided  above so long as it is  received by the  Corporation  or the
          Corporation's  transfer  agent no later  than the tenth  business  day
          thereafter,  and the person or persons  entitled to receive the Common
          Stock  issuable upon  conversion  shall be treated for all purposes as
          the record  holder or holders of such Common  Stock as of the close of
          business on such date.

     1.4      Adjustments

         (A)   The Set Conversion Rate in effect at any time shall be subject to
          adjustment as follows:

       (1)     The Set  Conversion  Rate in effect at the time of the  record or
               effective   date  for  the  following   listed  events  shall  be
               proportionately  adjusted  so that the holder of any share of the
               Preferred  Stock  surrendered  for  conversation  after such time
               shall be entitled to receive the kind and amount of shares  which
               he would have owned or have been  entitled  to  receive  had such



<PAGE>




               share of the Preferred Stock been converted  immediately prior to
               such time:

     (a)  If the  Corporation  declares a dividend on its Common Stock in shares
     of its capital stock;

     (b)  If the  Corporation subdivides its outstanding shares of Common Stock;

     (c)  If the  Corporation  combines its  outstanding  shares of Common Stock
     into a smaller number of shares; or

     (d)  If the  Corporation  issues by  reclassification  of its Common  Stock
     (including any such  reclassification in connection with a consolidation or
     merger in which the Corporation is the continuing  corporation)  any shares
     of its capital stock.

      (2)      Such  adjustment  shall be made  successively  whenever any event
               listed above shall occur.

      (3)      In case the  Corporation  shall  issue  rights or warrants to all
               holders of its Common Stock  entitling  them to subscribe  for or
               purchase  shares of Common  Stock at a price per share  less than
               the closing price for the Corporation's Common Stock, as reported
               on the public stock market or  securities  exchange [as described
               in Section  1.3(B)(2)],  if the underlying shares of Common Stock
               are to be pre-registered with the Commission (the "Current Market
               Price"),  or 50% of the Current  Market  Price if the  underlying
               shares of Common  Stock  are to be  issued  without  registration
               pursuant  to   exemptions   from   applicable   securities   laws
               restricting their  transferability as provided in Commission Rule
               144 (the "Current Private Placement Price"),  in each case on the
               date fixed for the  determination  of  stockholders  entitled  to
               receive such rights or warrants, the Set Conversion Rate shall be
               reduced by multiplying  the Set Conversion  Rate by a fraction of
               which the numerator shall be the number of shares of Common Stock
               outstanding  at the close of  business on the date fixed for such
               determination plus the number of shares of Common Stock which the
               aggregate of the offering  price of the total number of shares of
               Common  Stock so offered  for  subscription  or  purchaser  would
               purchase  at  such  Current  Market  Price  or  Current   Private
               Placement Price (as the case may be) and the denominator shall be
               the number of shares of Common Stock  outstanding at the close of
               business on the date fixed for such determination plus the number
               of  shares  of  Common  Stock  so  offered  for  subscription  or
               purchase,  such reduction to become effective  immediately  after
               the opening of business on the day  following  the date fixed for
               such determination.

      (4)      In case the  Corporation  shall  distribute to all holders of its
               Common Stock (including any such  distribution made in connection
               with a  consolidation  or merger in which the  Corporation is the
               continuing  corporation)  evidences of its indebtedness or assets
               (excluding  dividends or other  distributions  paid out of earned
               surplus)  or  subscription  rights or warrants  (excluding  those
               referred to in Section 1.4(A)(3) above),  the Set Conversion Rate
               shall  be  adjusted  so that  the  same  shall  equal  the  price
               determined  by  multiplying  the Set  Conversion  Rate in  effect
               immediately  prior to the close of business on the date fixed for
               the  determination  of  stockholders  entitled  to  receive  such
               distribution  by a fraction of which the  numerator  shall be the
               Current  Market  Price per share of the Common  Stock on the date
               fixed for such determination less the then fair market value (as



<PAGE>



               determined  by the Board of Directors of the  Corporation,  whose
               determination  shall  be  conclusive  and  described  in a  Board
               Resolution of the  Corporation  filed with the Transfer Agent) of
               the  portion  of the  assets  or  evidences  of  indebtedness  so
               distributed  applicable  to one  share of  Common  Stock  and the
               denominator  shall be such Current  Market Price per share of the
               Common Stock,  such  adjustment to become  effective  immediately
               prior to the opening of business  of the day  following  the date
               fixed for the  determination of stockholders  entitled to receive
               such distribution.

       (5)     All  calculations  under  this  Section  1.4 shall be made to the
               nearest cent or the nearest  1/100th of a share,  as the case may
               be.

       (6)     In case of any consolidation or merger of the Corporation with or
               into any other corporation  (other than a consolidation or merger
               in which the  Corporation is the continuing  corporation),  or in
               case of any sale or transfer of all or  substantially  all of the
               assets  of the  Corporation,  the  holder  of each  share  of the
               Preferred Stock shall after such  consolidation,  merger, sale or
               transfer  have the right to convert  such share of the  Preferred
               Stock  into the kind and  amount  of  shares  of stock  and other
               securities  and  property  which  such  holder  would  have  been
               entitled  to receive  upon such  consolidation,  merger,  sale or
               transfer  if he had  held  the  Common  Stock  issuable  upon the
               conversion of such share of the Preferred Stock immediately prior
               to such consolidation, merger, sale or transfer.

         (B)   In the event that at any time, as a result of an adjustment  made
          pursuant to this Section 1.4, the holder of any share of the Preferred
          Stock  surrendered for  conversation  shall become entitled to receive
          any  securities  other than  shares of Common  Stock,  thereafter  the
          amount of such other  securities so receivable  upon conversion of any
          share of the Preferred  Stock shall be subject to adjustment from time
          to time in a manner and on terms as nearly  equivalent as  practicable
          to the  provisions  with  respect to the Common Stock set forth in the
          foregoing  subsections of this Sections 1.3 and the provisions of this
          Section 1.3 with respect to the Common Stock shall apply on like terms
          to any such other securities.

         (C)   No adjustment in the Set Conversion Rate shall be required unless
          such  adjustment  would require a change of at least 1% in such price;
          provided,  however,  that  any  adjustments  which by  reason  of this
          Section  1.4(C) are not  required to be made shall be carried  forward
          and taken into account in any subsequent adjustment.

         (D)   Whenever  the  Set  Conversion   Rate  is  adjustable  as  herein
          provided:

       (1)     The  Corporation  shall promptly file with the Transfer Agent for
               the  Preferred  Stock  a  certificate  of  the  treasurer  of the
               Corporation  setting forth the adjusted Set  Conversion  Rate and
               showing in reasonably detail the facts upon which such adjustment
               is based,  including a statement of the consideration received or
               to be received by the  Corporation for any shares of Common Stock
               issued or deemed to have been issued; and

        (2)    A notice stating that the Set  Conversion  Rate has been adjusted
               and  setting  forth  the  adjusted  Set  Conversion   Rate  shall
               forthwith be  required,  and as soon as  practicable  after it is
               required,  such additional  notice shall be deemed to be required
               pursuant to this Section  1.4(D)(2) as of the opening of business
               on the tenth day after such  mailing  and shall set forth the Set
               Conversion Rate as adjusted at such opening of business, and upon
               the  mailing of such  additional  notice no other  notice need be
               given of any adjustment in the Set  Conversion  Rate occurring at
               or prior to such opening of business and after the  time that the



<PAGE>




               next preceding notice given by mailing became required.

         (E)   In each of the following instances the Corporation shall cause to
          be filed with the Transfer  Agent and shall cause to be mailed,  first
          class  postage  prepaid,  to the holders of record of the  outstanding
          shares of Preferred  Stock,  at least 10 days prior to the  applicable
          record date hereinafter  specified, a notice stating the date on which
          a record  is to be  taken  for the  purpose  of such  distribution  or
          rights,  or, if a record is not to be taken,  the date as of which the
          holders of Common Stock of record to be entitled to such  distribution
          or  rights  are  to  be   determined,   or  the  date  on  which  such
          reclassification,  consolidation, merger, sale, transfer, dissolution,
          liquidation  or winding up is  expected to become  effective,  and the
          date as of which it is expected that holders of Common Stock of record
          shall be entitled to exchange  their  Common Stock for  securities  or
          other property deliverable upon such reclassification,  consolidation,
          merger, sale, transfer, dissolution, liquidation or winding up:

              (1)   If the Corporation  shall authorize the  distribution to all
                    holders of its Common Stock of evidences of its indebtedness
                    or assets (other than dividends or other  distributions paid
                    out of earned surplus); or

              (2)   If the  Corporation  shall  authorize  the  granting  to the
                    holders of its Common  Stock of rights to  subscribe  for or
                    purchase any shares of capital  stock of any class or of any
                    other rights; or

              (3)   In the event of any  reclassification  of the  Common  Stock
                    (other than a subdivision or combination of its  outstanding
                    shares of Common Stock),  or of any  consolidation or merger
                    to which the  Corporation  is a party and for which approval
                    of any  stockholders of the  Corporation is required,  or of
                    the  sale or  transfer  of all or  substantially  all of the
                    assets of the Corporation; or

               (4)  In the event of any  reclassification  of the  voluntary  or
                    involuntary  dissolution,  liquidation  or winding up of the
                    Corporation.

  1.5      Required Corporate Actions

        (A)    (1)  The  Corporation  will at all times reserve,  keep available
                    and be prepared to issue,  free from any preemptive  rights,
                    out of its authorized but unissued Common Stock,  solely for
                    the purpose of effecting  conversion of the Preferred Stock,
                    the full number of shares of Common Stock then issuable upon
                    the conversion of all outstanding Preferred Stock.

               (2)  The Corporation  shall from time to time, in accordance with
                    the laws of the  State of  Delaware,  endeavor  to amend its
                    Certificate  of  Incorporation  to increase  the  authorized
                    amount  of its  Common  Stock if at any time the  Authorized
                    amount of its Common Stock  remaining  unissued shall be not
                    sufficient to permit the conversion of all Preferred Stock.

                (3) The  Corporation  shall,  if  any  shares  of  Common  Stock
                    required to be reserved  for  issuance  upon  conversion  of
                    Preferred  Stock  pursuant to this section  1.3(F)  required
                    registration with or approval of any governmental  authority
                    under any  Federal  or state law before  such  shares may be
                    issued upon such  conversion,  endeavor to cause such shares
                    to  be  so  registered  or  approved  as   expeditiously  as
                    possible.




<PAGE>



         (B)    (1) The  Corporation  will  pay any and all  taxes  that  may be
                    payable  in respect  of the issue or  delivery  of shares of
                    Common Stock on conversion of shares of the Preferred  Stock
                    pursuant hereto.

                (2) The Corporation shall not,  however,  be required to pay any
                    tax which may be payable in respect of any transfer involved
                    in the issue or  transfer  and  delivery of shares of Common
                    Stock in a name  other  than that in which the shares of the
                    Preferred  Stock so converted were  registered,  and no such
                    issue or delivery  shall be made unless and until the person
                    requesting such issue has paid to the Corporation the amount
                    of any such tax or has  established to the  satisfaction  of
                    the Corporation that such tax has been paid.

          (C)  Whenever  reference  is made in Sections  1.3.  1.4 or 1.5 to the
          issuance or sale of shares of Common  Stock,  the term "Common  Stock"
          shall  include  any stock of any class of the  Corporation  other than
          preferred stock of any class with a fixed  (absolutely or by reference
          to an  adjustment  formula)  limit  on  dividends  and a fixed  amount
          payable  in the event of any  voluntary  or  involuntary  liquidation,
          dissolution or winding up of the Corporation.

   1.6      Liquidation rights.

     In the  event  of any  liquidation  or  dissolution  or  winding  up of the
     Corporation,  voluntary or involuntary,  the holders of the Preferred Stock
     shall be entitled  to receive,  subject to the rights of any other class of
     stock which  ranks  senior to the  Preferred  Stock as to  distribution  of
     assets on liquidation,  but before any distribution is made on any class of
     stock ranking junior to the Preferred  Stock as to the payment of dividends
     or  the  distribution  of  assets  (including,   without  limitation,   the
     Corporation's Common Stock, a sum per share of Preferred Stock equal to the
     Issuance Price per share.

   1.7      Voting Rights.

     The  Preferred  Stock shall  entitle its holders to twenty  votes for every
     share  held on terms  identical  to those of  holders  of twenty  shares of
     Common Stock,  or if there is more than one class or series of Common Stock
     outstanding,  equal to twenty  votes by those of  shares  of  Common  Stock
     having the greatest voting rights per share.

     THIRD:    That said resolution of the Corporation's board of directors, and
               the creation and authorization of issuance thereby of said series
               of   500,000   shares   of   convertible   preferred   stock  and
               determination   thereby  of  the   dividend   rate,   liquidation
               preferences,   voting   rights  and   provisions  in  respect  to
               conversion or exchange of said stock, were duly made by the Board
               of Directors pursuant to authority as aforesaid and in accordance
               with  Sections  103,  151  and  102(4)  of the  Delaware  General
               Corporation Law.



<PAGE>



                                 Exhibit 1(b)(2)
                               Information Update

     Provided in independent form separate from this Agreement,  but the receipt
thereof is hereby acknowledged by the Accredited Subscriber:

Dated: ___________________, 2000

                           ---------------------------
                        Accredited Subscriber's Signature




<PAGE>



                                  Exhibit 2(a)
                 Form of the Class A Preferred Stock Certificate

     Provided in independent form separate from this Agreement,  but the receipt
thereof is hereby acknowledged by the Accredited Subscriber:

Dated: __________________, 2000

                                            ---------------------------
                        Accredited Subscriber's Signature




<PAGE>



                                  Exhibit 3(f)
                            Form of Investment Letter


Date: __________________, 2001

Edward C. Dmytryk
President
AmeriNet Group.com, Inc.
The Crystal Corporate Center
2500 North Military Trail, Suite 225-C
Boca Raton, Florida 33431

         Re.:     Subscription for AmeriNet Class A Preferred Stock

Dear Sir:

     I hereby certify and warrant that I am acquiring _______ shares of AmeriNet
Group.com,  Inc.'s Class A Preferred  Stock $0.01 par value at a price of $_____
per share ("AmeriNet" and the "AmeriNet Stock," respectively).  I hereby certify
under  penalty of perjury  that upon receipt of the Class A Preferred  Stock,  I
will be  acquiring  it for my own account for  investment  purposes  without any
intention of selling or  distributing  all or any part thereof.  I represent and
warrant that I currently  hold shares of AmeriNet's  common stock,  that I am an
accredited  investor  (as  that  term is  defined  in Rule 501 of  Regulation  D
promulgated  under  authority  of the  Securities  Act of 1933,  as amended [the
"Securities  Act"]) and that I am  sophisticated  in  financial  affairs or have
relied on the advice of someone  sophisticated in financial affairs,  and that I
am able to bear  the  economic  risks of this  investment  and I do not have any
reason to anticipate any change in my circumstances, financial or otherwise, nor
any  other  particular  occasion  or  event  which  should  cause  me to sell or
distribute,  or  necessitate or require my sale or  distribution  of the Class A
Preferred Stock. No one other than me has any beneficial interest in the Class A
Preferred Stock.

     I further  certify  that I have  consulted  with my own legal  counsel who,
after having been  apprized by me of all the  material  facts  surrounding  this
transaction,  opined to me, for the benefit of AmeriNet,  that this  transaction
was being effected in full compliance with the applicable  securities laws of my
state of domicile.

     I agree that I will in no event sell or distribute  any shares of the Class
A Preferred  Stock or the shares of AmeriNet's  common stock into which they are
convertible  unless,  in the opinion of AmeriNet's  legal  counsel  (based on an
opinion of my legal counsel) the subject  securities may be legally sold without
registration  under  the  Securities  Act,  and/or   registration  and/or  other
qualification under  then-applicable  state or federal statutes,  or the subject
securities  shall have been so registered  and/or  qualified and an  appropriate
prospectus, shall then be in effect.

     I am fully aware that the Class A Preferred Stock is being offered and sold
by AmeriNet to me 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.

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

     I acknowledge by my execution  hereof that I have had access to your books,
records and  properties,  and have  inspected  the same to my full and  complete
satisfaction prior to my acquisition of the Class A Preferred 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 your records and my questioning of your officers.



<PAGE>


Edward C. Dmytryk
____________ __,2001
Page 2

         I further certify that my domicile is located at the following address:

Accredited Subscriber's Name:             ______________________________________

Accredited Subscriber's Address:         _______________________________________




                                Very truly yours,


                              Accredited Subscriber
                      (Signature and, if applicable, title)



<PAGE>