Warrant Agreement

     THIS  WARRANT  AGREEMENT  is made and entered  into by and  between  Equity
Growth  Systems,  Inc. , a Delaware  corporation  (the  "Issuer") and The Yankee
Companies, Inc., a Florida corporation (hereinafter referred to variously as the
"Holder" or "Yankees").

                                    Preamble:

     WHEREAS,  the Issuer and  Yankees  have  entered  into a certain  strategic
consulting   agreement  of  even  date  herewith   (hereinafter   the  "Advisory
Agreement"),   pursuant  to  which  Yankees  is  entitled  to  receive   certain
compensation,  including among other things,  warrants  ("Warrants") to purchase
shares of the Issuer's common stock, $0.01 par value per share ("Common Stock"),
upon and subject to the terms and conditions of the Advisory Agreement;


     NOW, THEREFORE, in consideration of the premises, the payment by the Holder
to or for the  benefit of the Issuer of FIVE  ($5.00)  DOLLARS,  the  agreements
herein set forth and other good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the  parties  hereto  agrees as
follows:

                                   Witnesseth:


1.        Grant

     The Holder is hereby  granted the right to purchase  shares of the Issuer's
     Common  Stock in an  amount  equal to 10% of the  Issuer's  outstanding  or
     reserved Common Stock  immediately  following  complete exercise of all the
     Warrants,  at any time from the 60th date following the Advisory  Agreement
     until the close of business on the 45th business day after this Warrant and
     the shares of Common  Stock into which it can be exercised  are  registered
     for sale to the public under applicable  federal and state securities laws,
     provided, however, that the Holder shall have the option of exercising this
     Warrants  prior to such  registration  at a 50% discount from the otherwise
     applicable exercise price,  subject to the resale  restrictions  imposed by
     Securities and Exchange  Commission Rule 144, but subject to the piggy back
     and registration provisions hereinafter set forth.




<PAGE>



2.        Warrant Certificates.

     The warrant certificates  (the"Warrant  Certificates")  delivered and to be
     delivered  pursuant  to this  agreement  shall be in the form set  forth in
     Exhibit A attached  hereto and made a part  hereof,  with such  appropriate
     insertions,  omissions,  substitutions, and other variations as required or
     permitted by this Agreement.

3.       Exercise of Warrant.

         ss.3.1     Method of Exercise

(a)  The  Warrants  initially  are  exercisable  at an  initial  exercise  price
     (subject to adjustment as provided in Section 8 hereof) per share of Common
     Stock set forth in Section 6 hereof  payable by certified or official  bank
     check in New York Clearing  House funds,  subject to adjustment as provided
     in Section 8 hereof.

(b)  Upon surrender of a Warrant  Certificate  with the annexed Form of Election
     to Purchase duly executed,  together with payment of the Exercise Price (as
     hereinafter  defined)  for the  shares of  Common  Stock  purchased  at the
     Issuer's principal  offices,  as reflected in the records of the Securities
     and  Exchange  Commission  maintained  on  its  EDGAR  Internet  site,  the
     registered holder of a Warrant Certificate ("Holder" or "Holders') shall be
     entitled to receive a certificate or certificates  for the shares of Common
     Stock so purchased.

(c)  The purchase rights represented by each Warrant Certificate are exercisable
     at the  option of the  Holder  thereof,  in whole or in part (but not as to
     fractional shares of the Common Stock underlying the Warrants).

(d)  Warrants  may be  exercised to purchase all or part of the shares of Common
     Stock represented thereby.

(e)  In the case of the  purchase  of less than all the  shares of Common  Stock
     purchasable  under any Warrant  Certificate,  the Issuer  shall cancel said
     Warrant  Certificate  upon the  surrender  thereof  and shall  execute  and
     deliver a new  Warrant  Certificate  of like  tenor for the  balance of the
     shares of Common Stock.

         ss.3.2     Exercise by Surrender of Warrant.

(a)      (1)   In addition to the method of payment set forth in Section 3.1 and
               in lieu of any cash payment required  thereunder the Holder(s) of
               the Warrants shall have the right at any time to and from time to
               time exercise the Warrants in full or in part by surrendering the
               Warrant  Certificate  in the manner  specified  in Section 3.1 in
               exchange  for the number of shares of Common  Stock  equal to the
               product  of (x) the  number of shares to which the  Warrants  are
               being  exercised  multiplied by (y) a fraction,  the numerator of
               which is the Market  Price (as  defined in Section 8.1 hereof) of
               the Common Stock less the Exercise  Price and the  denominator of
               which is such Market Price.


<PAGE>



         (2)   The Parties  acknowledge  that this  optional form of exercise is
               designed to permit tacking of the Warrant  holding period to that
               of the Common Stock received upon exercise thereof,  for purposes
               of SEC Rule  144,  under  the  concept  commonly  referred  to as
               "cashless exercise."

(b)  Solely  for the  purposes  of this  Section  3.2,  Market  Price  shall  be
     calculated  either (i) on the date on which the form of  election  attached
     hereto is deemed to have been sent to the  Issuer  pursuant  to  Section 13
     hereof  ("Notice Date") or (ii) as the average of the Market Price for each
     of the five trading  days  preceding  the Notice Date,  whichever of (i) or
     (ii) is greater.

4.       Issuance of Certificates.

(a)  Upon the exercise of the Warrant the issuance of certificates for shares of
     Common Stock or other  securities,  properties  or rights  underlying  such
     Warrants,  shall be made forthwith (and in any event such issuance shall be
     made within five [5] business days thereafter) without charge to the Holder
     thereof  including,  without  limitations  any tax which may be  payable in
     respect of the issuance thereof and such certificates shall (subject to the
     provisions of Sections 5 and 7 hereof) be issued in the name of, or in such
     names as may be directed by, the Holder thereof;  provided,  however,  that
     the  Issuer  shall not be  required  to pay any tax which may be payable in
     respect of any  transfer  involved in the issuance and delivery of any such
     certificates  in a name other than that of the Holder arid the Issuer shall
     not be required to issue or deliver such  certificates  unless or until the
     person or persons  requesting  the issuance  thereof shall have paid to the
     Issuer the amount of such tax or shall have established to the satisfaction
     of the Issuer that such tax has been paid.

(b)  The Warrant  Certificates and the  certificates  representing the shares of
     Common Stock (and/or  other  securities,  property or rights  issuable upon
     exercise of the Warrants)  shall be executed on behalf of the Issuer by the
     manual or facsimile signature of the then present Chairman or Vice Chairman
     of the Board of  Directors  or  President  or Vice  President of the Issuer
     under its corporate seal reproduced  thereon,  attested to by the manual or
     facsimile signature of the then present Secretary or Assistant Secretary of
     the Issuer.

(c)  Warrant  Certificates  shall be dated the date of  execution  by the Issuer
     upon initial issuance, division, exchange, substitution or transfer.

5.        Restriction On Transfer of Warrants.

     The Holder of a Warrant Certificate,  by its acceptance thereof,  covenants
and agrees that the Warrants are being  acquired as an investment and not with a
view to the  distribution  thereof,  unless  they  are  properly  registered  as
contemplated hereby.

6.        Exercise Price.

       ss.6.1     Initial and Adjusted Exercise Price.

(a)     (1)    Except as  otherwise  provided in Section 8 thereof,  the initial
               exercise price of each Warrant shall be based on dividing the sum
               of  $60,000  by  the  number  of  the  Issuer's   authorized  and
               outstanding  shares  of  Common  Stock  plus  the  number  of the
               Issuer's  shares of Common  Stock  reserved  for  issuance  under
               currently determinable  circumstances (e.g., outstanding options,
               warrants,  convertible debentures,  commitments under employment,
               reorganization  or acquisition  agreements or shares  issuable in
               conjunction  with pending  acquisitions) at the time of exercise,
               and dividing the result by 0.10.


<PAGE>





         (2)   For purposes of illustration, if the Issuer had 20,000,000 shares
               of Common Stock  authorized,  of which 1,000,000 were outstanding
               and  1,000,000  were  reserved  for  issuance   under   currently
               determinable circumstances,  then the Holder would be entitled to
               purchase  200,000 shares and the Warrant exercise price per share
               would be  determined  by dividing  $60,000 by 2,000,000  shares =
               ($0.03) and dividing by 0.1= $0.30 per share.

         (3)   Consequently,  any increase in the  aggregate of  authorized  and
               reserved  shares will result in a decrease in the exercise  price
               per share and any decrease  thereof will result in an increase in
               the exercise price per share, the product of the shares of Common
               Stock  underlying  this warrant and the exercise  price per share
               always equaling $60,000.

(b)  The adjusted exercise price shall be the price which shall result from time
     to time  from any and all  adjustments  of the  initial  exercise  price in
     accordance  with the foregoing  provisions  and the provisions of Section 8
     hereof.

         ss.6.2     Exercise Price.

     The term "Exercise  Price" herein shall mean the initial  exercise price or
     the adjusted exercise price, depending upon the context.

7.       Registration Rights.

         ss.7.1     Registration Under the Securities Act of 1933.

(a)  The Warrants and the shares of Common Stock  issuable  upon exercise of the
     Warrants  and any of the other  securities  issuable  upon  exercise of the
     Warrants  have not been  registered  under the  Securities  Act of 1933, as
     amended (the "Act") for public resale.

(b)  Upon  exercise,  in  part  or  in  whole,  of  the  Warrants,  certificates
     representing the shares of Common Stock and any other  securities  issuable
     upon  exercise of the Warrants  (collectively,  the  "Warrant  Securities")
     shall bear the following legend:

(b)  The securities  represented by this  certificate  have not been  registered
     under the Securities Act of 1933, as amended ("Act') for public resale, and
     may not be offered or sold except pursuant to (i) an effective registration
     statement under the Act, (ii) to the extent applicable,  Rule 144 under the
     Act (or any  similar  rule under such Act  relating to the  disposition  of
     securities),  or (iii) an  opinion of  counsel,  if such  opinion  shall be
     reasonably  satisfactory  to counsel to the issuer,  that an exemption from
     registration under such Act is available.




<PAGE>

        ss.7.2     Piggyback Registration.

(b)  If, at any time after the date hereof the Issuer  proposes to register  any
     of its securities  under the Act (other than in connection with a merger or
     pursuant to Form S-8, S-4 or  comparable  registration  statement)  it will
     give written notice by registered  mail, at least thirty (30) days prior to
     the filing of each  registration  statement,  to  Yankees  and to all other
     Holders of the Warrants  and/or the Warrant  Securities of its intention to
     do so.

(c)  If  Yankees or other  Holders of the  Warrants  and/or  Warrant  Securities
     notify the Issuer  within twenty (20) days after receipt of any such notice
     of its or their  desire to include  any such  securities  in such  proposed
     registration statement, the Issuer shall afford Yankees and such Holders of
     the Warrants  and/or Warrant  Securities  the  opportunity to have any such
     Warrant Securities registered under such registration statement.

         ss.7.3     Demand Registration.

(a)  At any time during the term of this  Warrant,  the Holders of the  Warrants
     and/or  Warrant  Securities   representing  a  "Majority"  (as  hereinafter
     defined) of such securities  (assuming the exercise of all of the Warrants)
     shall have the right (which right is in addition to the registration rights
     under Section 7.2 hereof),  exercisable by written notice to the Issuer, to
     have the Issuer prepare and file with the  Commission,  on one occasion,  a
     registration statement and such other documents, including a prospectus, as
     may be  necessary in the opinion of both counsel for the Issuer and counsel
     for Yankees and Holders, in order to comply with the provisions of the Act,
     so as to  permit a public  offering  and sale of their  respective  Warrant
     Securities  for nine (9)  consecutive  months by such Holders and any other
     Holders of the Warrants  and/or  Warrant  Securities  who notify the Issuer
     within  ten (10)  days  after  receiving  notice  from the  Issuer  of such
     request.

(b)  The Issuer  covenants and agrees to give written notice of any registration
     request  under  this  Section  7.3 by any  Holder or  Holders  to all other
     registered  Holders of the Warrants and the Warrant  Securities within (10)
     days from the date of the receipt of any such registration request.

(c)      (1)   Notwithstanding anything to the contrary contained herein, if the
               Issuer  shall not have  filed a  registration  statement  for the
               Warrant  Securities  within the time period  specified in Section
               7.4(a) hereof pursuant to the written notice specified in Section
               7.3(a)  of a  Majority  of the  Holders  of the  Warrants  and/or
               Warrant  Securities,  the  Issuer  agrees  that upon the  written
               notice of election  of a Majority of the Holders of the  Warrants
               and/or  Warrant  Securities it shall  repurchase  (i) any and all
               Warrant  Securities  at higher of the Market Price (as defined in
               Section 8.  l(vi))  per share of Common  Stock on (x) the date of
               the notice sent pursuant to Section  7.3(a) or (y) the expiration
               of the period in Section  7.4(a) and (ii) any and all Warrants at
               such Marker Price less the exercise price of such Warrant.

         (2)   Such repurchase shall be in immediately available funds and shall
               close  within two (2) days after the later of (i) the  expiration
               of the period specified in Section 7.4(a) or (ii) the delivery of
               the written notice of election specified in this Section 7.3.



<PAGE>

        ss.7.4     Covenants of the Issuer, With Respect to Registration.

     In connection with any  registration  under Section 7.2 or 7.3 hereof,  the
     Issuer covenants and agrees as follows:

(a)  The  Issuer  shall use its best  efforts to file a  registration  statement
     within  sixty (60) days of receipt  of any demand  therefor,  shall use its
     best efforts to have any registration  statements declared effective at the
     earliest  possible  time,  and shall  furnish  the Holder  desiring to sell
     Warrant  Securities  such number of  prospectuses  as shall  reasonably  be
     requested.

(b)     (1)    The Issuer shall pay all costs  (excluding  any  underwriting  or
               selling  commissions or over charges of any broker-dealer  acting
               on behalf of Holders),  fees and expenses in connection  with all
               registration statements filed pursuant to Sections 7.2 and 7.3(a)
               hereof  including,  without  limitation,  the Issuer's  legal and
               accounting fees, printing expenses, blue sky fees and expenses.

         (2)   If the Issuer shall fail to comply with the provisions of Section
               7.4(a),  the Issuer shall,  in addition to any other equitable or
               other relief available to the Holder(s), be liable for any or all
               damages  due  to  loss  of  profit  sustained  by  the  Holder(s)
               requesting registration of its Warrant Securities.

(c)  The  Issuer  will  take all  necessary  action  which  may be  required  in
     qualifying or registering the Warrant Securities included in a registration
     statement  for offering and sale under the  securities  or blue sky laws of
     the state requested by the Holder.

(d)  The Issuer shall  indemnify the  Holder(s) of the Warrant  Securities to be
     sold pursuant to any  registration  statement and each person,  if any, who
     controls such Holder within the meaning of Section 15 of the Act or Section
     20(a) of the Securities  Exchange Act of 1934, as amended ("Exchange Act"),
     against  all loss,  claim,  damage,  expense or  liability  (including  all
     expenses  reasonably  incurred in  investigating,  preparing  or  defending
     against any claim whatsoever) to which any of them may become subject under
     the Act,  The  Exchange Act or  otherwise,  arising from such  registration
     statement.

(e)  Nothing  contained in this  Agreement  shall be construed as requiring  the
     Holder(s) to exercise  their  Warrants  prior to the initial  filing of any
     registration statement or the effectiveness thereof.

(f)  The Issuer shall not permit the inclusion of any securities  other than the
     Warrant  Securities  to be included  in any  registration  statement  filed
     pursuant to Section 7.3 hereof, or permit any other registration  statement
     to be or  remain  effective  during  the  effectiveness  of a  registration
     statement  filed pursuant to Section 7.3 hereof,  without the prior written
     consent of the Holders of the Warrants arid Warrant Securities representing
     a  Majority  of  such  securities  (assuming  an  exercise  of  all  of the
     Warrants).

(g)  The Issuer shall furnish to each Holder participating in the offering,  and
     to each underwriter, if any, a signed counterpart, addressed to such Holder
     or  underwriter,  of (i) an opinion of  counsel  to the  Issuer,  dated the
     effective date of such  registration  statement (and, if such  registration
     includes an underwritten public offering,  an opinion dated the date of the
     closing under the underwriting agreement), and (ii) a "cold comfort" letter
     dated the  effective  date of such  registration  statement  (and,  if such
     registration includes an underwritten public offering; a letter


<PAGE>



     dated the date of the closing under the underwriting  agreement)  signed by
     the independent public accountants who have issued a report on the Issuer's
     financial statements included in such registration  statement, in each case
     covering  substantially  the same matters with respect to such registration
     statement  (and the prospectus  included  therein) and, in the case of such
     accountants'  letter, with respect to agents subsequent to the date of such
     financial  statements,  are as customarily  covered in opinions of issuer's
     counsel  and  in   accountants'   letters   delivered  to  underwriters  in
     underwritten public offering of securities.

(h)  The Issuer shall as soon as  practicable  after the  effective  date of the
     registration statement, and in any event within 15 months thereafter,  make
     "generally  available to its security  holders" (within the meaning of Rule
     158  under  the Act) an  earnings  statement  (which  need not be  audited)
     complying  with Section  11(a) of the Act and covering a period of at least
     12  consecutive   months   beginning   after  the  effective  date  of  the
     registration agreement.

(i)  (1)  The Issuer shall deliver promptly to each Holder  participating in the
          offering  requesting the correspondence and memoranda  described below
          and the managing underwriter copies of all correspondence  between the
          Commission  and the Issuer,  its counsel or auditors and all memoranda
          relating to discussions  with the Commission or its staff with respect
          to the registration statement and permit the Holder and underwriter to
          do such investigation, upon reasonable advance notice, with respect to
          information contained in or omitted from the registration statement as
          it deems  reasonably  necessary to comply with  applicable  securities
          laws or rules of the National Association of Securities Dealers,  Inc.
          ("NASD").

     (2)  Such  investigation  shall  include  access  to  books,   records  and
          properties  and  opportunities  to discuss the  business of the Issuer
          with its officers and  independent  auditors,  all to such  reasonable
          extent and at such  reasonable  times and as often as any such  Holder
          shall  reasonably  request  as  it  deems  necessary  to  comply  with
          applicable securities laws or NASD rules.

(j)  In addition to the Warrant Securities, upon the written request therefor by
     any Holder(s),  the Issuer shall include in the registration  statement any
     other  securities  of the Issuer held by such  Holder(s)  as of the date of
     filing  of  such  registration  statement,  including  without  limitation,
     restricted  shares  of  Common  Stock,  options,   warrants  or  any  other
     securities convertible into shares of Common Stock.

(k)  For purposes of this  Agreement,  the term  "Majority"  in reference to the
     Holders of  Warrants  or Warrant  Securities  shall mean in excess of fifty
     percent (50%) or the then outstanding  Warrants or Warrant  Securities that
     (i) are not held by the Issuer, an affiliate,  officer, creditor,  employee
     or agent thereof or any of their  respective  affiliates,  members of their
     family, persons acting as nominees or in conjunction therewith or (ii) have
     not been resold to the public  pursuant to a registration  statement  filed
     with the Commission under the Act.


<PAGE>



8.       Adjustments to Exercise and Number of Securities.

       ss.8.1     Computation of Adjusted Exercise Price.


(a)  Except as  hereafter  provided,  in case the Issuer shall at any time after
     the date  hereto  or sell  any  shares  of  Common  Stock ( other  than the
     issuances  or sales  referred to in Section 8.7 hereof),  including  shares
     held in the  Issuer's  treasury  and shares of Common Stock issued upon the
     exercise of any  options,  rights or warrants,  to subscribe  for shares of
     Common Stock and shares  issued upon the direct or indirect  conversion  or
     exchange of securities for shares of Common Stock, for a consideration  per
     share  less  than the  Exercise  Price in effect  immediately  prior to the
     issuance  or sale of such  shares or the  "Market  Price" ( as  defined  in
     Section 8.1(vi)  hereof) per share of Common Stock on the date  immediately
     prior to the  issuance or sale of such  shares,  or without  consideration,
     then  forthwith upon such issuance or sale, the Exercise Price shall (until
     another such  issuance or sale) be reduced to the price ( calculated to the
     nearest full cent) equal to the quotient  derived by dividing (A) an Amount
     to the sum of (X) the product of (a) the lower of (i) the Exercise Price in
     effect immediately prior to such issuance or sale and (ii) the Market Price
     per share of Common Stock on the date immediately  prior to the issuance or
     sale of such shares, in either event, reduced, but not to a number which is
     below .001 by the positive difference, if any, between the (u) Market Price
     per share of Common Stock on the date immediately  prior to the issuance or
     sale and (v) the amount per share received in connection with such issuance
     or sale,  multiplied  by (b) the total  number  of  shares of Common  Stock
     outstanding  immediately  prior  to such  issuance  or  sale,  plus (Y) the
     aggregate  of the  amount of all  consideration,  if any,  received  by the
     Issuer  upon such  issuance  or sale by (B) the  total  number of shares of
     Common Stock outstanding immediately after such issuance or sale, provided,
     however,  that in no event shall the Exercise Price be adjusted pursuant to
     this  computation  to an  amount i excess of the  Exercise  Price in effect
     immediately prior to such computation,  except in the case of a combination
     of outstanding shares of Common Stock, as provided by Section 8.3 thereof.

(b)  For the purposes of this Section 8 the term  Exercise  Price shall mean the
     Exercise Price per share of Common Stock set forth in Section 6 hereof,  as
     adjusted from time to time pursuant to the provisions of this Section 8.

(c)  For the  purpose  of any  computation  to be made in  accordance  with this
     Section 8.1, the following provisio9ns shall be applicable:

     (i)  In case of the  issuance  or sale or  shares  of  Common  Stock  for a
          consideration  part or all of which  shall be cash,  the amount of the
          cash  consideration  therefor shall be deemed to be the amount of cash
          received by the Issuer for such shares (or, if shares of Common  Stock
          are offered by the Issuer for  subscription,  the subscription  price,
          or, if  either of such  securities  shall be sold to  underwriters  or
          dealers  for  public  offering  without a  subscription  offering  the
          initial  pubic  offering   price)  before   deducting   therefrom  any
          compensation  paid or discount  allowed in the sale,  underwriting  or
          purchase  thereof by  underwriters  or  dealers  or others  performing
          similar services,  or any expenses  incurred in connectio9n  therewith
          and less any  amounts  payable to  security  holders or any  affiliate
          thereof,  including  without  limitation,  any  employment  agreement,
          royalty,  consulting  agreement,  covenant  not to compete,  earned or
          contingent  payment  right  or  similar   arrangement,   agreement  or
          understanding,  whether  oral or written;  all such  amounts  shall be
          valued at the aggregate mount payable thereunder whether such payments
          are  absolute  or  contingent  and   irrespective  of  the  period  or
          uncertainly  of  payment,  the  rate  of  interest,  if  any,  or  the
          contingent nature thereof.


<PAGE>


    (ii)  In case of the issuance or sale ( otherwise than as a dividend or over
          distributio9n  on any stock of the  Issuer) of shares of Common  Stock
          for a consideration part or all of which shall be other than cash, the
          amount of the  consideration  therefor other than cash shall be deemed
          to be the value of such  consideration  as determined in good faith by
          the Board of Directors of the Issuer.

   (iii)  Shares  of  Common  Stock   issuable  by  way  of  Dividend  or  other
          distributio9n  on any stock of the Issuer shall be deemed to have been
          issued  immediately after the opening of business on the day following
          the record  date for the  determination  of  stockholders  entitled to
          receive  such  dividend or other  distribution  and shall be deemed to
          have been issued without consideration.

   (iv)   The  reclassification of securities of the Issuer other than shares of
          Common Stock shall be deemed to involve the issuance of such shares of
          Common Stock for a consideratio9n other than cash immediately prior to
          the close of business on the date fixed for the  determination  of the
          security holders entitled to receive such shares, and the value of the
          consideration  allocable  to such  shares  of  Common  Stock  shall be
          determined as provided in subsection (ii) of this Section 8.1.

    (v)   The number of shares of Common Stock at any one time outstanding shall
          include the aggregate number of shares issued or issuable ( subject to
          readjustment  upon the actual  issuance  thereof) upon the exercise of
          options,  rights,  warrants  and upon the  conversion  or  exchange of
          convertible or exchangeable securities.

   (vi)   As used herein,  the phrase "Market Price" at any date shall be deemed
          to be the last reported sale price,  or, in case no such reported sale
          takes place on such day, the average of the last  reported sale prices
          for the last three (3)  trading  days,  in either  case as  officially
          reported  by the  principal  securities  exchange  on which the Common
          Stock is listed or admitted to trading, or, if the Common Stock is not
          listed or admitted to trading on any national securities exchange, the
          average  closing bid price as furnished by the NASD through  NASDAQ or
          similar   organization   if  NASDAQ  is  no  longer   reporting   such
          information,  or if the  Common  Stock is nor  quoted  an  NASDAQ,  as
          determined  in good faith by  resolution  of the Board of Directors of
          the Issuer, based on the best information available to it.

<PAGE>
ss.8.2     Options, Rights, Warrants and Convertible and Exchangeable Securities

     In case the Issuer shall at any time after the date hereof  issue  options,
     rights or warrants to subscribe  for shares of Common  Stock,  or issue any
     securities  convertible into exchangeable for shares of Common Stock, for a
     consideration  per  share  less  than the  Exercise  Price in effect or the
     Market Price immediately  prior to the issuance of such options,  rights or
     warrants,  or such  convertible  or  exchangeable  securities,  or  without
     consideration,  the  Exercise  Price  in  effect  immediately  prior to the
     issuance  of such  options,  rights  or  warrant,  or such  convertible  or
     exchangeable  securities,  as the case may be,  shall be reduced to a price
     determined by making a computation  in  accordance  with the  provisions of
     Section 8.1 hereof, provided that:

     (1)  The aggregate  maximum  number of shares of Common Stock,  as the case
          may be, issuable under such options, right or warrants shall be deemed
          to be  issued  and  outstanding  at the time such  options,  rights or
          warrants were issued,  and for in such  options,  right or warrants at
          the time of issuance,  plus the consideration  (determined in the same
          manner  as  consideration  received  on the issue or sale of shares in
          accordance  with the terms of the Warrants),  if any,  received by the
          Issuer for such options, right or warrants.

     (2)  The aggregate  maximum  number of shares of Common Stock issuable upon
          conversion or exchange or any convertible or  exchangeable  securities
          shall be deemed to be issued and  outstanding  at the time of issuance
          of such  securities,  and for a  consideration  equal  to the  minimum
          purchase  price  per share  provided  for in such  options,  rights or
          warrants at the time of issuance,  plus the consideration ( determined
          in the same manner as  consideration  received on the issue or sale of
          shares in accordance with the terms of the Warrants),  received by the
          Issuer for such securities,  plus the minimum  consideration,  if any,
          receivable by the Issuer upon the conversion or exchange thereof.

     (3)  If any change  shall occur in the price per share  provided for in any
          of the op0tional  rights or warrants  referred to in subsection (a) of
          this  Section  8.2, or in the price per share at which the  securities
          referred to in subsection  (b) of this Section 8.2 are  convertible or
          exchangeable,  such  options,  rights or  warrants  or  conversion  or
          exchange  rights,  as the case may be, shall be deemed to have expired
          or terminated  on the case when such price change became  effective in
          respect of shares not  theretofore  issued pursuant to the exercise or
          conversion or exchange thereof, and the Issuer shall be deemed to have
          issued upon such date new options,  right or warrants,  or convertible
          or  exchangeable  securities at the new price in respect of the number
          shares  issuable upon the exercise of such options,  right or warrants
          or the  conversion  or exchange of such  convertible  or  exchangeable
          securities.




<PAGE>



         ss.8.3     Subdivision and Combination.

          In case  the  Issuer  shall  at any  time  subdivide  or  combine  the
          outstanding shares of Common Stock, the Exercise Price shall forthwith
          be  proportionately  decreased in the case of subdivision or increased
          in the case of combination.

         ss.8.4     Adjustment in Number of Securities.


          Upon each  adjustment of the Exercise Price pursuant to the provisions
          of this Section 8, the number of Securities issuable upon the exercise
          of each  Warrant  shall be  adjusted  to the  nearest  full  amount by
          multiplying,   a  number  equal  to  the  Exercise   Price  in  effect
          immediately  prior  to  such  adjustment  by  the  number  of  Warrant
          Securities issuable upon exercise of the Warrants immediately prior to
          such  adjustment  and dividing the product so obtained by the adjusted
          Exercise Price.

          ss.8.5     Definition of Common Stock.

(a)  For the purpose of this  Agreement,  the term "Common Stock" shall mean (i)
     the  class of stock  designated  as  Common  Stock  in the  Certificate  of
     Incorporation  of the Issuer as may be amended  as of the date  hereof,  or
     (ii)  any  other  class of  stock  resulting  from  successive  changes  or
     reclassifications  of such Common Stock consisting solely of changes in par
     value,  or from par  value  to no par  value,  or from no par  value to par
     value.

(b)  In the event that the Issuer shall after the date hereof  issue  securities
     with  greater or superior  voting  rights  than the shares of Common  Stock
     outstanding as of the date hereof,  the Holder, at its option,  may receive
     upon exercise of any Warrant either shares of Common Stock or a like number
     of such securities with greater or superior voting rights.

         ss.8.6     Merger or Consolidation.

(a)  In care of any  consolidation  of the Issuer with,  or merger of the Issuer
     with,  or merger of the Issuer  into,  another  corporation  (other  than a
     consolidation  or merger which does not result in any  reclassification  or
     change of the outstanding  Common Stock),  the  corporation  formed by such
     consolidation  or  merger  shall  execute  and  deliver  to  the  Holder  a
     supplemental  warrant  agreement  providing that the holder of each Warrant
     then  outstanding  or to be  outstanding  shall  have the right  thereafter
     (until the  expiration  of such  Warrant) to receive upon  exercise of such
     warrant,  the kind and amount of shares of stock and other  securities  and
     property  receivable upon such  consolidation or merger, by a holder of the
     number of shares of Common Stock of the Issuer for which such warrant might
     have been exercised  immediately prior to such consolidation,  merger, sale
     or transfer.

(b)  (1)  Such  supplemental  warrant  agreement  shall provide for  adjustments
          which shall be identical to the adjustments provided in Section 8. The
          above provision of this Subsection shall similarly apply to successive
          consolidations or mergers.



<PAGE>

        ss.8.7     No Adjustment of Exercise Price in Certain Cases.

         No adjustment of the Exercise Price shall be made:

(a)  Upon the  issuance or sale of the  Warrants  or the shares of Common  Stock
     issuable upon the exercise of the Warrants; or

(b)  If the  amount  of said  adjustment  shall be less than 1 cent  ($.01)  per
     Security,  provided,  however,  that in such case any adjustment that would
     otherwise be required then to be made shall be carried forward and shall be
     made at the time of and together with the next subsequent adjustment which,
     together with any adjustment so carried forward, shall amount to at least 1
     cent ($.01) per Security.

         ss.8.8     Dividend and Other Distributions.

(a)  In the event that the Issuer shall at any time prior to the exercise of all
     Warrants  declare a dividend  (other then a dividend  consisting  solely of
     shares of Common  Stock) or otherwise  distribute to its  stockholders  any
     assets, property, rights, evidences of indebtedness,  securities (over than
     shares of Common Stock), whether issued by the Issuer or by another, or any
     other  thing of  value,  the  Holders  of the  unexercised  Warrants  shall
     thereafter be entitled,  in addition to the shares of Common Stock or other
     securities and property  receivable upon the exercise thereof,  to receive,
     upon the exercise of such  Warrants,  the same  property,  assets,  rights,
     evidences of indebtedness, securities or any other thing of value that they
     would  have  been  entitled  to  receive  at the time of such  dividend  or
     distribution  as if the Warrants had been  exercised  immediately  prior to
     such dividend or distribution.

(b)  At the time of any such  dividend or  distribution,  the Issuer  shall make
     appropriate  reserves to ensure the timely performance of the provisions of
     this Subsection 8.2.

9.       Exchange and Replacement of Warrant Certificates

(a)  Each  Warrant  Certificate  is  exchangeable  without  expense,   upon  the
     surrender  thereof  by the  registered  Holder at the  principal  executive
     office of the Issuer, for a new Warrant  Certificate of like tenor and date
     representing  in the  aggregate  the right to  purchase  the same number of
     Securities  in such  denominations  as shall be  designated  by the  Holder
     thereof at the time of such surrender.

(b)  Upon by the  Issuer  of  evidence  reasonably  satisfactory  to it of loss,
     theft,  destruction or mutilation of any Warrant Certificate,  and, in case
     of  loss,  theft  or  destruction,  of  indemnity  or  security  reasonably
     satisfactory  to it,  and  reimbursement  to the  Issuer of all  reasonable
     expenses  incidental  thereto,  and upon surrender and  cancellation of the
     Warrants  if  mutilated,  the Issuer  will make and  deliver a new  Warrant
     Certificate of like tenor, in lieu thereof.

10.      Elimination of Fractional Interests.

     The  Issuer  shall  not be  required  to  issue  certificates  representing
     fractions of shares of Common Stock upon the exercise of the Warrants,  nor
     shall  it be  required  to issue  scrip  or pay cash in lieu of  fractional
     interests, it being the intent of the parties that all fractional interests
     shall be eliminated by rounding any fraction up to the nearest whole number
     of shares of Common Stock or other securities, properties or rights.


<PAGE>





11.      Reservation and Listing of Securities.

(a)  The  Issuer  shall  at all  times  reserve  and keep  available  out of its
     authorized shares of Common Stock,  solely for the purpose of issuance upon
     the  exercise of the  Warrants,  such  number of shares of Common  Stock or
     other  securities  properties  or  rights  as  shall be  issuable  upon the
     exercise thereof.

(b)  The Issuer  covenants  and agrees that,  upon  exercise of the Warrants and
     payment of the Exercise Price therefor, all shares of Common Stock and over
     securities  issuable upon such exercise  shall be duly and validly  issued,
     fully paid,  non-assessable and not subject to the preemptive rights of any
     stockholder.

(c)  As long as the Warrants shall be outstanding, the Issuer shall use its best
     efforts to cause all shares of Common Stock  issuable  upon the exercise of
     the Warrants to be listed  (subject to official  notice of issuance) on all
     securities  exchanges  on which the  Common  Stock  issued to the public in
     connection herewith may then be listed and/or quoted NASDAQ.

12.      Notice to Warrant Holders.

(a)  Nothing  contained in this Agreement  shall be consented as conferring upon
     the  Holders  the right to vote or to  consent  or to  receive  notice as a
     stockholder in respect of any meetings of stockholders  for the election of
     directors  or any other  manner,  or as having any rights  whatsoever  as a
     stockholder of the Issuer.

(b)  If, however,  at any time prior to the expiration of the Warrants and their
     exercise, any of the following events shall occur:

     (1)  the Issuer  shall take a record of the holders of its shares of Common
          Stock for the  purpose of  entitling  them to  receive a  dividend  or
          distribution  payable  otherwise  than in cash,  or a cash dividend or
          distribution  payable  otherwise  than  out  of  current  or  retained
          earnings, as indicated by the accounting treatment of such dividend or
          distribution on the books of the Issuer; or

     (2)  the Issuer  shall  offer to all the  holders  of its Common  Stock any
          additional  shares  of  capital  stock  of the  Issuer  or  securities
          convertible  into or  exchange  for  shares  of  capital  stock of the
          Issuer, or any option, right or warrant to subscribe therefor: or

     (3)  a  dissolution,  liquidation or winding up of the Issuer other than in
          connection  with  a  consolidation  or  merger)  or a  sale  of all or
          substantially all of its property,  assets and business as an entirety
          shall be proposed;

          then,  in any one or more of said events the Issuer  shall give notice
          of such event at last  fifteen  (15) days prior to the date fixed as a
          record date or the date of the closing the transfer books for the


<PAGE>



          determination   of  the   stockholders   entitled  to  such  dividend,
          distribution,  convertible or exchangeable  securities or subscription
          rights, or entitled to vote on such proposed dissolution, liquidation,
          winding up or sale.

(c)  Such  notice  shall  specify  such  record  date or the date of closing the
     transfer books, as the case may be.

(d)  Failure  to give such  notice or any  defect  herein  shall not  affect the
     validity of any action taken in connection  win the  declaration or payment
     of any such dividend,  or the issuance of any  convertible or  exchangeable
     securities,  or subscription rights,  options or warrants,  or any proposed
     dissolution, liquidation winding up or sale.

13.      Notices.

     All notices, requests, consents and other communications hereunder shall be
     in writing  and shall be deemed to have been duly made when  delivered,  or
     mailed registered or certified mail, return receipt requested:

(a)  If the Holders,  The Yankee Companies,  Inc., to 902 Clint Moore Road, 136;
     Boca Raton,  Florida  33487,  with a copy to 1941  Southeast  51st Terrace,
     Ocala,  Florida 34471,  and as otherwise listed on the books of the Issuer,
     or

(b)  If to the  Issuer,  to the address set forth in Section 3 hereof or to such
     other address as the Issuer may designate by notice to the Holders.

14.      Supplements and Amendments.

(a)  Except as otherwise  expressly  provided  herein,  the  provisions  of this
     Agreement  may be  amended  or  waived  at any  time  only  by the  written
     agreement of the parties hereto.

(b)  Any waiver, permit, consent or approval of kind or character on the part of
     each  Company  or the  Holder  of any  provisions  or  conditions  of  this
     Agreement must be made in writing and shall be effective only in the extent
     specifically set forth in such writing.

15.      Successors.

     All the covenants and  provisions of this  Agreement  shall be binding upon
     and inure to the  benefit of the  Issuer,  the Holder and their  respective
     successors and assigns hereunder.

16.      Governing Law; Submission to Jurisdiction.

(a)  This  Agreement  and each Warrant  Certificate  issued  hereunder  shall be
     deemed to be a contract  made under the laws of the State of  Delaware  and
     for all the purposes shall be construed in accordance with the laws of said
     State  without  giving  effect to the  rules of said  State  governing  the
     conflicts of laws.


<PAGE>



(b)      (1)   The  Issuer  and  the  Holder   hereby  agree  that  any  action,
               proceeding or claim against it arising out of, or relating in any
               way to,  this  Agreement  shall be brought  and  enforced  in the
               courts of the State of Florida or of the United Slates of America
               for the Southern District of Florida,  and irrevocably submits to
               such jurisdiction, which jurisdiction shall be exclusive.

         (2)   The Issuer, and the Holder hereby irrevocably waive any objection
               to such exclusive jurisdiction or inconvenient forum.

         (3)   Any such  process or summons to be served  upon any of the Issuer
               and the Holder (at the option of the party  bringing such action,
               proceeding  or  claim)  may  be  served  by  transmitting  a copy
               thereof,   by  registered  or  certified  mail,   return  receipt
               requested,  postage  prepaid,  address  it at the  address as set
               forth in Section 13 hereof.

         (4)   Such mailing shall deemed personal service and shall be legal and
               binding  upon the party so served in any  action,  proceeding  or
               claim.

         (5)   The Issuer and the Holder agree that the prevailing party(ies) in
               any such action or  proceeding  shall be entitled to recover from
               the other party(ies) all of its/their  reasonable legal costs and
               expenses relating to such action or proceeding and/or incurred in
               connection with the preparation therefor.

17.      Entire Agreement  Modification.

     This Agreement and the Purchase  Agreement (to the extent portions  thereof
     are  referred  to herein)  contain  the entire  understanding  between  the
     parties  hereto with  respect to the subject  matter  hereof and may not be
     modified or amended  except by a writing  duly signed by the party  against
     whom enforcement of the modification or amendment is sought.

18.      Severability.

     If any  provision  of  this  Agreement  shall  be  held  to be  invalid  or
     unenforceable,  such  invalidity or  unenforceability  shall not affect any
     other provision of this Agreement.

19.      Captions.

     The caption  headings of the Sections of this Agreement are for convenience
     of reference only and are not intended,  nor should they be construed as, a
     part of this Agreement and shall be given no substantive effect.

20.      Benefits of this Agreement.

     Nothing  in this  Agreement  shall be  construed  to give to any  person or
     corporation  over than the Issuer  and the  Holder  any legal or  equitable
     right,  remedy or claim under this  Agreement;  and this Agreement shall be
     for the sole and exclusive 'benefit of the Issuer and the Holder.




<PAGE>



21.      Counterparts.

     This  Agreement may be executed in any number of  counterparts  and each of
     such counterparts shall for all purposes be deemed to be an original,  and,
     such  counterparts   shall  together   constitute  but  one  and  the  same
     instrument.


                                      * * *

     In Witness Whereof, the Parties have executed this Agreement,  effective as
of the last date set forth below.

Signed, Sealed & Delivered
         In Our Presence
                                                    AmeriNet Group.com, Inc.
----------------------------

____________________________           By:      /s/ Charles J. Scimeca
                                                Charles J. Scimeca, President
         [CORPORATE SEAL]

Dated: November 25, 1998

                                                   The Yankee Companies, Inc.
----------------------------

____________________________           By:      /s/ Leonard M. Tucker
                                                     Leonard Miles Tucker
                                                               President
         [CORPORATE SEAL]
Dated: November 25, 1998


<PAGE>



                                   EXHIBIT A-1
                           FORM OF WARRANT CERTIFICATE

         THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES
ISSUABLE UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i)
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933; (ii) TO
THE EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

         THE TRANSFERS OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS
CERTIFICATE IS RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO
HEREIN.

                            EXERCISABLE ON OR BEFORE
                5:30 P.M., NEW YORK TIME, ___________ ___, ______

                                    No. SB-1
                               _________ Warrants

                               Warrant Certificate

     This  Warrant  Certificate  certifies  that The Yankee  Companies,  Inc., a
Florida corporation, or registered assigns, is the registered holder of Warrants
to purchase initially,  at any time from June 30, 2000, until 5:30 p.m. New York
time on ___________ ___, ______ ("Expiration  Date") up to _________  fully-paid
and  non-assessable  shares of common stock,  $0,01 par value per share ("Common
Stock") of AmeriNet Group.com,  Inc., a Delaware corporation (the "Issuer"),  at
an  initial  exercise  price,  subject to  adjustment  in  certain  events  (the
"Exercise  Price"),  of $_____ per share of Common Stock, upon surrender of this
Warrant  Certificate and payment of the Exercise Price at an office or agency of
the Issuer or by surrender of this Warrant  Certificate in lieu of cash payment,
but subject to the  conditions  set forth  herein and in the  Warrant  Agreement
dated as of November 25, 1998 between the Issuer and The Yankee Companies, Inc.,
(the "Warrant Agreement").

     Unless the cashless  exercise rights set forth in the Warrant Agreement are
exercised,  payment of the Exercise Price shall be made by certified or official
bank check in New York Clearing House funds payable to the order of the Issuer.

     No  Warrant  may be  exercised  after  5:30  p.m.  New  York  time,  on the
Expiration  Date, at which time all Warrants  evidenced  hereby unless exercised
prior thereto, hereby shall thereafter be void.

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized  issue of Warrants  issued pursuant to the Warrant  Agreement,  which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument  and  is  hereby  referred  to  for  a  description  of  the  rights,
obligations, duties and immunities thereunder of the Issuer and the holders (the
words "holders" or "holder" meaning the registered holders or registered holder)
of the Warrants.


<PAGE>


     In Witness  Whereof,  this  instrument  has been  executed  by the  Issuer,
effective as of the * last date set forth below.

Signed, Sealed & Delivered
         In Our Presence
                                                       AmeriNet Group.com, Inc.
----------------------------

____________________________               By:     /s/ Charles J. Scimeca
                                                 Charles J. Scimeca, President
         [CORPORATE SEAL]
                                              Attest: /s/ G. Richard Chamberlin
                                               G. Richard Chamberlin, Secretary
Dated: November 25, 1998


<PAGE>



                           Equity Growth Systems, Inc.

                                     Warrant
                                  Exercise Form

Date: _________ ___, ____

         The Undersigned hereby irrevocably elects to exercise the subject
Warrant to the extent of purchasing ___ Shares and:

(A)      [__]     Hereby makes payment of $______, the actual exercise price
                  thereof; or

(B)      [__]     Avails itself of the cashless exercise rights granted herein.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                      Please type or print in block letters

                              ---------------------
                                     (Name)

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

                        --------------------------------
                                    (Address)


                                      * * *


                       Signature: _______________________




<PAGE>


                                 ASSIGNMENT FORM

     FOR VALUE  RECEIVED,  The Yankee  Companies,  Inc., a Florida  corporation,
hereby sells, assigns and transfer unto:

                     (Please type or print in block letters)

                         -------------------------------
                                     (Name)


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

                         -------------------------------
                                    (Address)


the right to purchase Shares represented by this Warrant to the extent of ______
Shares to which the within Warrant relates, and does hereby irrevocably
constitute and appoint ________________ attorney, to transfer the same on the
books of the Issuer with full power of substitution in the premises.

Dated: ____ ___, 199_

                       Signature: _______________________
                         Leonard Miles Tucker, President
                         of The Yankee Companies, Inc.,
                              a Florida corporation

NOTICE:                                     The signatures to this partial
                                            assignment of Warrant must
                                            correspond with the name as written
                                            upon the face of the Warrant in
                                            every particular, without alteration
                                            or en largement or any change
                                            whatever.

Signature Guaranteed:



IMPORTANT:                         SIGNATURE MUST BE GUARANTEED BY A FIRM WHICH
                                   IS A MEMBER OF A REGISTERED NATIONAL EXCHANGE
                                   OR BY A COMMERCIAL BANK OR A TRUST COMPANY!

<PAGE>