Convertible Loan Agreement

     This Convertible  Loan Agreement (the "Agreement" or the "Convertible  Loan
Agreement") is entered into by and between The Yankee Companies, Inc., a Florida
corporation  ("Yankees") and AmeriNet  Group.com,  Inc., a Delaware  corporation
("AmeriNet";  Yankees and  AmeriNet  being  sometimes  hereinafter  collectively
referred to as the "Parties" and each being  sometimes  hereinafter  generically
referred to as a "Party").

                                    Preamble:

     WHEREAS,  AmeriNet  requires  a short  term loan of  $200,000  for use as a
     deposit in conjunction  with its execution of a letter of intent to acquire
     98% or more of the capital stock and securities of Park City Group, Inc., a
     Delaware corporation headquartered in Park City, Utah; and

     WHEREAS,  AmeriNet is willing to pledge all of its assets, wherever located
     or whenever acquired,  and 20,000,000 shares of its common stock, $0.01 par
     value, as security for such financing (the "Collateral"); and

     WHEREAS, subject to the following terms and conditions,  Yankees is willing
     to loan AmeriNet the sum of $200,000, in two installments of $100,000, upon
     the  collateral  security  of the  Collateral,  subject  to the  terms  and
     conditions set forth below:

     NOW, THEREFORE, in consideration of the sum of $10, other good and valuable
     consideration,  the receipt of which is hereby acknowledged,  and, upon the
     mutual covenants and conditions  contained herein, the Parties hereby agree
     as follows:

                                   Witnesseth:

1.       DEFINITIONS & INTERPRETATION

(a)      Definitions:

     The following terms,  whether or not initially  capitalized,  will have the
meanings set forth below:

  (1)  Accredited Investor:

                    A  person  or  entity   that   meets  the  asset  or  income
                    requirements   for  treatment  as  an  accredited   investor
                    specified in Rule 501 of Commission Regulation D promulgated
                    under the Securities Act

  (2)  Affiliate:   An entity or person that  controls,  is  controlled by or is
                    under common control with another person.

  (3)  AmeriNet:    The term for  AmeriNet  Group.com,  Inc.,  a  publicly  held
                    Delaware  corporation with a class of securities  registered
                    under Section 12(g) of the Exchange Act, and a Party to this
                    Agreement, together with all of its subsidiaries.

  (4)  AmeriNet Financial
           Statements:

                    Financial  statements,  including all related  schedules and
                    the Notes thereto,  of AmeriNet  included in AmeriNet's last
                    report  filed on  Commission  Form  10-KSB;  the  reports on
                    Commission Form 10-QSB filed subsequent



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                    thereto  and  the  financial   statements  for  subsidiaries
                    subsequently   acquired  by  AmeriNet  included  in  current
                    reports on Commission  Form 8-K filed since the dates of the
                    Subsequent   Quarterly  Reports  (the  "Subsequent   Current
                    Reports");  all such financial  statements being hereinafter
                    collectively  and  generically  referred to as the "AmeriNet
                    Financial Statements,"

  (5)  Capital Stock:

                    The generic term used for equity securities, whether common,
                    preferred or otherwise.

  (6)  Collateral:  All of  AmeriNet's  assets,  whenever  acquired  or wherever
                    located,  whether real or personal,  tangible or intangible,
                    current  or   inchoate,   including,   without   limitation,
                    20,000,000  shares of its Common Stock, all capital stock of
                    its subsidiaries,  rights under agreements, notes, financial
                    accounts, intellectual property rights, claims, if any, that
                    may  arise  against  PCG  pertaining  to  violations  of its
                    obligations  to AmeriNet,  and, all other things of whatever
                    nature which the Parties may define as Collateral subject to
                    this Agreement in any future agreements.

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

  (8)  Code:        The Internal Revenue Code of 1986, as amended.

  (9)  Default:     The  occurrence  of any of the  following  events during the
                    term  of  this  Agreement  or  any  extensions  or  renewals
                    thereof:

       (A)     The failure of AmeriNet to pay any amount when due  hereunder for
               a period of 5 business  days after  written  notice by Yankees to
               AmeriNet;

       (B)     The  failure by AmeriNet to perform  any  material  agreement  or
               material  undertaking  under this Agreement or any other material
               agreement or material document given to evidence or secure any of
               the Secured Obligations;

       (C)     The material inaccuracy of any warranty, representation, covenant
               or  agreement  made by AmeriNet to Yankees  under this  Agreement
               relating to any related  document or this Agreement,  at the time
               when made;

       (D)     AmeriNet's insolvency, termination of business as a going concern
               or inability to pay debts generally as they become due;

       (E)     The filing of a petition or order for relief under the bankruptcy
               laws  or  insolvency  laws  or for  reorganization,  composition,
               adjustment,  or  other  relief  of  debtors  under  any law by or
               against  AmeriNet  if such  petition is not  dismissed  within 30
               days;

       (F)     The  making of an  assignment  for the  benefit of  creditors  by
               AmeriNet,  or the  appointment  of a receiver or  liquidator  for
               AmeriNet;

       (G)     The  order by a court of  competent  jurisdiction  winding  up or
               liquidation of the affairs of AmeriNet;

       (H)     The dissolution of AmeriNet; or


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       (I)     The  initiation  of a claim by any  person,  juridical  entity or
               governmental  instrumentality against AmeriNet or any part of the
               Collateral; or

       (J)     Any event defined as a default under any of the agreements, Notes
               or instruments ancillary to this Agreement.

(10)   Exchange Act:

                    The Securities Exchange Act of 1934, as amended.

(11)   Exchange Act Reports:

                    All reports filed by AmeriNet with the  Commission  pursuant
                    to Sections 12(g), 13 and 15(d) of the Exchange Act.

(12)   GAAP:     Generally accepted accounting principles, consistently applied.

(13)   Initial Funding
       Installment:

                    The  sum  of  $100,000  payable  to the  order  of  PCG,  in
                    satisfaction  of AmeriNet's  deposit  obligations  under the
                    Letter of Intent with PCG.

(14)   IRS:         The United States Internal Revenue Service.

(15)   Knowledge:   When used to qualify a representation or warranty,  the word
                    "knowledge"  or  any  derivations  or  variations   thereof,
                    whether in the form of a word or phrase, will mean knowledge
                    after  reasonable  inquiry  by an  executive  officer of the
                    legal entity on whose behalf the  assertion is made and will
                    include  information  that such legal entity should have had
                    in the exercise of reasonable diligence.

(16)   Letter of Intent:

                    The  letter of intent  between  AmeriNet  and PCG, a copy of
                    which is annexed  hereto  and made a part  hereof as exhibit
                    1(a)(16);

(17)   Loans:       The funds advanced by AmeriNet to Yankees from time to time,
                    including  all  funds  heretofore  advanced  by  Yankees  to
                    AmeriNet, which are the objects of this Agreement.

(18)   Material:    When used to qualify a representation or warranty,  the word
                    "material" or any derivations or variations thereof, whether
                    in the form of a word or phrase,  will mean a variance  that
                    could have  negatively  affected a decision by a  reasonably
                    prudent person to engage in the transactions contemplated by
                    this Agreement, and will be measured both on the occasion in
                    which  such term is  referenced  as well as on an  aggregate
                    basis with other similar matters.

(19)   NASD:        The National  Association  of  Securities  Dealers,  Inc., a
                    Delaware   corporation  and  self  regulatory   organization
                    registered with the Commission.

(20)   Note(s):     The  convertible   negotiable  securities  in  the  form  of
                    promissory  notes issued to evince the Loans,  substantially
                    in the form annexed hereto and made a part hereof as exhibit
                    1(a)(20).

(21)   Obligations: Yankees  rights and  AmeriNet's  duties under this Agreement
                    and the ancillary instruments referred to herein, including,
                    without  limitation,  the Note(s)  notes to be executed from
                    time to time by AmeriNet in favor of

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                    Yankees,   as   described   in   this   Agreement   executed
                    concurrently  herewith and incorporated by reference herein,
                    together  with all other  indebtedness  of  AmeriNet  or its
                    affiliates  to  Yankees,  direct  or  indirect,  primary  or
                    secondary,  fixed  or  contingent,  or  otherwise  due or to
                    become due now existing or hereinafter acquired.

(22)   OTC Bulletin Board:

                    The over the counter  electronic  securities market operated
                    by the NASD.

(23)   PCG:         Park City Group, Inc., a Delaware corporation  headquartered
                    in Park City, Utah.

(24)   Secured Obligations:

                    All  indebtedness  and  other  obligations  of  AmeriNet  to
                    Yankees  under or arising out of this  Agreement,  including
                    any currently outstanding or future loans, or any extensions
                    or renewals thereof.

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

(26)   Subsequent Current
        Reports:    AmeriNet's  reports on  Commission  Form 8-K filed after the
                    Subsequent  Quarterly  Reports but prior to the date of this
                    Agreement.

(27)   Subsequent Quarterly
         Reports:   AmeriNet's   reports  on  Commission  Form  10-QSB  for  the
                    quarterly  periods  following  AmeriNet's  last 10-KSB filed
                    with the Commission.

(28)   Substantial Compliance:

                    Compliance  which the Party  for whose  benefit  or at whose
                    request  an act is  performed,  or for whose  benefit  or at
                    whose  request  an act is  refrained  from  could  under the
                    circumstances  be  reasonably  expected  to  accept  as full
                    compliance.

(29)   Tax:         For  the   purposes   of  this   Agreement,   a  "Tax"   or,
                    collectively,  "Taxes,"  means any and all  federal,  state,
                    local and foreign taxes,  assessments and other governmental
                    charges,  duties,  impositions  and  liabilities,  including
                    taxes  based upon or  measured  by gross  receipts,  income,
                    profits,  sales,  use and  occupation,  and value added,  ad
                    valorem,   transfer,   franchise,    withholding,   payroll,
                    recapture,  employment,  excise and property taxes, together
                    with all  interest,  penalties  and  additions  imposed with
                    respect  to such  amounts  and  any  obligations  under  any
                    agreements  or  arrangements  with  any  other  person  with
                    respect to such amounts.

(b)    Interpretation

       (1)     When a  reference  is made  in this  Agreement  to  schedules  or
               exhibits, such reference will be to a schedule or exhibit to this
               Agreement unless otherwise indicated.

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

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


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

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

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

2.     LOANS.

     Subject to the terms of this Agreement, Yankees agrees to lend AmeriNet, on
the terms  hereof,  the sum of $200,000 for a period ending on or before May 31,
2001 (the "Loan(s)"), as follows:

(a)       The obligations of Yankees to loan funds to AmeriNet shall commence on
          the  date  hereof  and  expire  on May 31,  2001,  at  which  time all
          outstanding  loans  hereunder  must be repaid,  together  with accrued
          interest;  however,  all outstanding  obligations under this Agreement
          shall be  accelerated  in the event  that  AmeriNet  or any  corporate
          entity with which AmeriNet becomes subject to a  reorganization  under
          Section 368 of the Code, completes a public offering of its securities
          yielding at least  $2,000,000  in net  proceeds,  or,  terminates  the
          Letter of Intent with PCG.

(b)       Loans  hereunder  will be made in $100,000  increments,  and each loan
          will be represented by its own separate  negotiable  Note and security
          agreement.

(c)   Each Note shall be:

         (1)   For a term  ending on May 31,  2001;  shall bear  interest at the
               annualized  rate of 2% over the prime  rate  charged  during  the
               subject period by Chase  Manhattan  Bank, N.A. (New York City) to
               its most favored  corporate  borrowers for unsecured  obligations
               having a term of one year or less;  and shall be  payable  in one
               balloon installment, at maturity (May 31, 2001);

         (2)   Secured  by a  security  interest  in all of  AmeriNet's  assets,
               including after acquired assets.

(d)       AmeriNet shall be directly  responsible for payment of all taxes, fees
          and  recording  costs  associated  with  the  Loans,  the  hereinafter
          described Notes, required stock transfers,  UCC-1 financing statement,
          security agreements and collateral assignments.

(e)      This  Agreement  is  being  executed  simultaneously  with a  Security
          Agreement,  a UCC Form One,  and a Note the terms  and  conditions  of
          which are all hereby incorporated by reference herein.

3.       TERM.

(a)       This Agreement shall commence on the date Yankees  provides funding on
          the  first  Loan  following  this  Agreement's   execution  and  shall
          terminate on the earlier of:

         (1)   The date on which AmeriNet first fully and completely  discharges
               all obligations to Yankees under this Agreement; or

         (2)   The termination of the PCG Letter of Intent.


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         (3)    The acquisition of PCG by AmeriNet; or

         (4)    May 31, 2001.

(b)      Notwithstanding the foregoing, Yankees may terminate this Agreement and
         accelerate all of AmeriNet's obligations hereunder at any time that a
         Default hereunder by AmeriNet takes place.

4.       RIGHT OF FIRST REFUSAL

(a)  Throughout  the term of this  Agreement and any renewals  thereof,  Yankees
     shall  have a right of first  refusal to  provide  any debt or  debt-equity
     hybrid financing  required by AmeriNet and its subsidiaries  (the "Right of
     First Refusal").

(b)  In the event that AmeriNet has a definite  opportunity to obtain  financing
     from some person or entity other than  Yankees,  it shall reduce such offer
     to written form specifying  each and every  applicable term and identifying
     the person or entity involved (the "Notice of Offer") and shall provide the
     Notice of Offer to Yankees in the manner generally hereinafter provided for
     submission of notices.

(c)  Within ten business days  following  receipt of a Notice of Offer,  Yankees
     shall, by written response to AmeriNet in the manner generally  hereinafter
     provided for submission of notices either:

     (1)      Consent to the proposed funding;

     (2)      Request additional data which AmeriNet shall immediately provide;
              or

     (3)      Agree to provide the funding on the terms contained in the Notice
              of Offer.

(d)  In the event that Yankees  demands  additional  data,  the ten business day
     response  period  shall not  commence  until  Yankees is provided  with the
     required data.

(e)  If Yankees has been  provided  with all required data but has not responded
     to the Notice of Offer within the ten business  days  response  period,  it
     shall be presumed  that Yankees has consented to the funding;  however,  no
     consent to  funding or  presumed  consent  to funding  shall  result in the
     waiver of Yankees' Right of First Refusal to provide any future funding.

(f)  In the event that the terms of the  proposed  funding  vary in any material
     manner from the terms described in the Notice of Offer, then any consent or
     presumed  consent  shall be deemed  void and  AmeriNet  will be required to
     notify  Yankees of such change and resubmit the Notice of Offer to Yankees,
     on the revised basis.

5.       CONDITIONS PRECEDENT.

     The  obligation  of  Yankees  to make the  Loan  shall  be  subject  to the
following conditions:

(a)  There shall have occurred no material adverse change in the business or the
     financial  condition  of  AmeriNet  since the date of the latest  financial
     information filed by AmeriNet with the Commission, copies of which shall be
     contemporaneously furnished by AmeriNet to Yankees;

(b)  All  acts,  conditions  and  things  (including,  without  limitation,  the
     obtaining  of any  necessary  regulatory  approvals  and the  making of any
     required  filings,  recordings  or  registrations)  required  to be done or
     performed and to have  happened  precedent to the  execution,  delivery and
     performance  of  this  Agreement  and  the  related  security   agreements,
     collateral  assignments and Notes shall have been done and performed to the
     satisfaction of Yankees and its legal counsel;


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(c)  All corporate,  and legal  proceedings and all documents and instruments in
     connection  with  the  authorization  of this  Agreement  and  the  related
     security  agreements,  collateral  assignments  and Notes  and all  related
     instruments and ancillary  documentation  thereto shall have been delivered
     to Yankees  and its legal  counsel  and  Yankees  shall have  received  all
     information  and copies of all other  related  documents  and  instruments,
     including  records of corporate  proceedings,  which  Yankees and its legal
     counsel  may  reasonably  have  requested  in  connection  therewith,  such
     documents and  instruments,  where  appropriate,  to be certified by proper
     corporate, or governmental authorities;

(d)  Yankees shall have received the duly executed  originals of this  Agreement
     and the related security agreements,  collateral  assignments and Notes and
     all related ancillary  documentation thereto and copies or originals of all
     other documents,  agreements and instruments  relating to any aspect of the
     transactions  contemplated hereby, including evidence of insurance coverage
     required by Yankees; and

(e)  Yankees shall have received, in form and substance  satisfactory to Yankees
     and its legal counsel,  such legal opinions,  consents,  and/or  additional
     documents relating to any of the foregoing which it may reasonably require.

6.       MANDATORY PREPAYMENT IN THE EVENT OF LOSS;  LOAN REPAYMENT.

(a)  AmeriNet  shall  keep  all of the  Collateral  (as  that  term  is  defined
     hereinafter and from time to time in documents entered into by the Parties)
     fully  insured  under all risk  insurance  policies  acceptable in form and
     substance to Yankees,  such insurance to be in an amount  adequate to fully
     replace all the Collateral in the event of its damage or loss.

(b)  In the event that the Collateral shall be lost, stolen, destroyed,  damaged
     beyond repair or rendered permanently unfit for normal use, or in the event
     of any condemnation,  confiscation,  seizure, or requisition of title to or
     use of the  Collateral,  AmeriNet  agrees to make  available  any insurance
     proceeds for the exclusive purpose of replacing the Collateral.

(c)  If, however, AmeriNet elects not to repair or replace the Collateral within
     30 days of  AmeriNet's  receipt of the  insurance  proceeds,  all insurance
     proceeds  shall be applied to a then  mandatory  prepayment  of the Secured
     Obligations (as such term is defined in Section 9 hereof) by paying in full
     an amount determined by:

     (1)  Obtaining a fraction,  the numerator of which will be the total number
          of payments  remaining due on the Note unpaid after such prepayment is
          made  (including  the  payment,  if  any,  due on the  date  on  which
          prepayment  is made)  multiplied  by the actual  dollar amount of each
          payment due and the  denominator of which shall be the total number of
          payments required to be paid under the Note,  multiplied by the actual
          dollar amount of each payment due under the Note;

     (2)  Multiplying the resultant fraction by 10%;

     (3)  Multiplying the resulting percentage by the outstanding balance due on
          the Note on the date of such prepayment;

     (4)  Adding the resulting dollar amount to the outstanding balance then due
          on the  Note  (such  aggregate  sum  being  the  mandatory  prepayment
          required to be paid hereunder).

(d)  Notwithstanding  the  foregoing,  Yankees  shall be  named  as the  primary
     beneficiary on all insurance  policies  carried by AmeriNet which directly,
     indirectly or incidentally cover the Collateral.


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7.       PLACE OF PAYMENTS.

         Payment of principal, interest and other sums due or to become due with
respect to the Loan and all the Secured Obligations are to be made at the
principal executive offices of Yankees, or such other place as Yankees shall
designate to AmeriNet in writing, in lawful money of the United States of
America in immediately available funds.

8.       LATE PAYMENTS & OTHER CHARGES.

(a)      If any installment or other amount due with respect to the repayment of
         the Loan or any portion of the Secured Obligations is not paid when the
         same shall be due, AmeriNet will pay interest on any such overdue
         amount at the highest rate permitted by law until the date such amount
         is paid.

(b)       AmeriNet  shall  pay or cause to be paid,  in  addition  to all  other
          amounts payable hereunder:

         (1)   Premiums for insurance required to be obtained in connection with
               the Loan and the Collateral;

         (2)   Fees paid for filing  documents in public  offices in  connection
               with the Loan and the transactions contemplated hereby; and

         (3)   Actual expenditures,  including  reasonable  attorney's fees, for
               proceedings  to collect  the Secured  Obligations  or to enforce,
               preserve  and  protect  the  Collateral  (as such term is defined
               herein) and the rights and interest of Yankees therein.

9.       ASSIGNMENT, GRANT OF SECURITY INTEREST.

     As  collateral  security  for  the  payment  of  the  Secured  Obligations,
AmeriNet,  for  the  benefit  and  enforcement  of its  payment  of the  Secured
Obligations, hereby sells, assigns, and transfers to Yankees, its successors and
assigns, and grants to Yankees, a continuing first priority security interest in
and to all of its present and future right,  title and interest in and to all of
its  unissued  and  treasury   securities,   securities  in  other  corporations
(including subsidiaries),  assets,  receivables,  chattel paper and all cash and
non-cash proceeds (including  proceeds of insurance),  subject only to the prior
liens reflected in exhibit 2.1(c)(2).

10.      RIGHTS AND POWERS WITH RESPECT TO THE COLLATERAL.

     AmeriNet hereby authorizes Yankees to do every act and thing in the name of
AmeriNet or Yankees or  otherwise  which  Yankees may deem  advisable to enforce
effectively its rights and interest in and to the Collateral and AmeriNet hereby
irrevocably appoints Yankees, with full power of substitution and delegation, as
its true and  lawful  attorney-in-fact,  with  full  right to  demand,  enforce,
collect,  receive,  receipt and give releases for any funds due or to become due
under or arising out of or with respect to, any of the Collateral and to endorse
all deeds, notes,  receipts,  checks,  stock certificates and other instruments,
and to do and take all such other actions relating to any of the Collateral,  to
file  any  claims  or  institute  any  proceedings  with  respect  to any of the
foregoing  which Yankees deems necessary to advisable and to compromise any such
demand, claim or action.

11.      ASSIGNMENTS, ENCUMBRANCES, TRANSFERS.

(a)  AmeriNet will not, without the prior consent of Yankees, assign or transfer
     any of its rights or delegate any of its  obligations  with respect to this
     Agreement or sell,  dispose or otherwise grant any interest in or to any of
     the  Collateral,  incur or  suffer to exist  any  lien,  charge,  mortgage,
     security  interest or encumbrances  upon any of the Collateral,  except the
     lien of Yankees created by this Agreement.

(b)  In the event of any  conveyance,  foreclosure  or other  disposition of the
     Collateral  without Yankees's  consent,  then the entire principal balance,
     together with all accrued interest shall be immediately due and payable.


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12.      ACKNOWLEDGMENTS, REPRESENTATIONS AND WARRANTIES.

         AmeriNet acknowledges, represents and warrants that:

(a)      As of the date of this Agreement, AmeriNet is not insolvent within the
         meaning of applicable state and federal laws dealing with debtors and
         creditors, including, without limitation, the Federal Bankruptcy Code;

(b)      AmeriNet is a Delaware corporation duly organized and validly existing
         in good standing under the laws of the State of Delaware, all of its
         subsidiaries are duly organized, validly existing and in good standing
         under the laws of their respective states of organization, AmeriNet and
         all of its subsidiaries are qualified to engage in business in all
         jurisdictions where such qualification is required and AmeriNet has
         full power and authority to enter into this Agreement and to consummate
         the transactions contemplated hereby and thereby;

(c)      This Agreement and the related security agreements, collateral
         assignments and Notes provided for herein have been duly authorized by
         all necessary corporate action and hereby and thereby constitute the
         legal, valid and binding obligations of AmeriNet enforceable in
         accordance with their respective terms;

(d)       The making and  performance  by  AmeriNet  of this  Agreement  and the
          related security  agreements,  collateral  assignments,  Notes and any
          related documents and the transactions contemplated hereby and thereby
          do not  contravene any provisions of law applicable to AmeriNet and do
          not conflict or are not  inconsistent  with, and will not result (with
          or without the giving of notice or both) in a breach of or  constitute
          a default or require any consent  under,  or result in the creation of
          any lien,  charge or encumbrance  upon the Collateral  pursuant to the
          terms  of  any  credit  agreement,   indenture,   mortgage,   purchase
          agreement, deed of trust, security agreement, lease guarantee or other
          instrument  to which  AmeriNet is a party or by which  AmeriNet or its
          assets may be bound or to which its properties may be subject;

(e)      All sales, use, property or other taxes, licenses, tolls, inspection or
         other fees, bonds, permits or certificates which were or may be
         required to be paid or obtained in connection with the acquisition or
         ownership by AmeriNet of the Collateral will have been, or when due
         will be, paid in full or obtained;

(f)      AmeriNet has good, valid and marketable title to the Collateral free
         and clear of all liens, claims and encumbrances, except as specifically
         disclosed in exhibit 2.1(c)(2), if any;

(g)      Concurrently with or prior to the time the initial Loan is made,
         Yankees will have a perfected continuing first priority security
         interest in and to all the Collateral, except as specifically disclosed
         in exhibit 2.1(c)(2), if any; and

(h)      AmeriNet has not entered into any understanding or agreement, (oral or
         in writing) relating to the transactions contemplated herein, or any
         other transactions contemplated or permitted by this Agreement, with
         any person or entity which understanding, agreement or other writing
         would, in the reasonable determination of Yankees, affect the
         Collateral in any manner whatsoever or any of the rights or interests
         of Yankees with respect thereto.

13.      DEFAULT;  REMEDIES.

(a)      If a Default occurs under this Agreement, Yankees may accelerate the
         full amount of the then outstanding Secured Obligations (in which event
         such amount will become immediately due and payable by AmeriNet)
         without presentment, demand, protest or other notice of any kind, all
         of which are hereby expressly waived, and, if not paid in full within
         10 business days thereafter, Yankees shall, at its election, become
         vested with the Collateral in fee simple absolute, without further
         action or legal recourse, this Section being deemed a full warranty
         bill of sale absolute with reference to the Collateral.


<PAGE>



(c)      In the event that for any reason Yankees is not in possession or
         control of any of the Collateral, or disclaims its right to assume
         ownership thereof because of public policies or otherwise, then,
         Yankees may pursue all of the rights and remedies with respect to the
         Collateral accruing to Yankees hereunder or by operation of law as a
         secured creditor under the Uniform Commercial Code or other applicable
         law and all such available rights and remedies, to the full extent
         permitted by the law, shall be cumulative and not exclusive.

14.      APPLICATION OF PROCEEDS.

         In the event that Yankees is unable or unwilling to take possession of
all the Collateral in the event of a Default, then, upon enforcement of this
Agreement, all funds received upon the foreclosure and liquidation of the
Collateral shall be applied by Yankees in the following order:

(a)      To the payment of all costs, expenses, liabilities and compensation of
         Yankees (including fees and expenses of its agents and legal counsel)
         incurred or accrued in connection with any action or proceeding brought
         by Yankees or in connection with the maintenance , sale or other
         disposition of the Collateral or any portion thereof;

(b)      To the payments of all interest then due and payable on the Loans;

(c)      To the payments of all principal then due and payable on the Loans;

(d)      To the payment of all other obligations to Yankees;

(e)      To the payment of all other Secured Obligations;

(f)      To the payment of any surplus then remaining to AmeriNet or other
         person legally entitled thereto.

15.      RECEIPT OF FUNDS BY AMERINET.

     Notwithstanding  the  granting  to  Yankees  of a first  priority  security
interest in and to the Collateral, if, at any time while the Secured Obligations
remain unsatisfied, AmeriNet shall receive any amount representing funds due, or
proceeds of, any of the Collateral, such sums shall be held by AmeriNet in trust
for Yankees and shall be immediately  paid by AmeriNet to Yankees in the form so
received, together with any necessary endorsement thereon.

16.      FURTHER ASSURANCES.

     AmeriNet agrees to execute and deliver to Yankees,  or cause to be executed
and  delivered to Yankees,  such  further  instruments  and  documents as may be
reasonably requested by Yankees to carry out fully the intent and accomplish the
purposes of this Agreement, and the transactions referred to herein and therein,
and to protect and maintain the first priority  security  interest of Yankees in
and to the  Collateral or the immediate  conveyance of the Collateral to Yankees
in the event of a default hereunder.

17.      FINANCIALS.

     AmeriNet hereby represents, warrants, and covenants to Yankees that it will
cause to be delivered to Yankees as soon as practicable, but in any event within
90 days after the end of each fiscal year,  statements  of earnings and retained
earnings and changes in its  financial  position for such year,  and its balance
sheet at the end to such fiscal year,  setting forth in each case in comparative
form the  corresponding  figures of the previous annual audit, all in reasonable
detail and certified by, and accompanied by a report or opinion of,  independent
certified public accountants of recognized standing  acceptable to Yankees,  and
(b) within 45 days  after the end of each  fiscal  quarter,  its  statements  of
earnings and retained earnings and changes in financial position for such fiscal
quarter, and its balance sheet at the end of such fiscal quarter,  setting forth
in each case in  comparative  form the  corresponding  figures  of the  previous
quarterly  audit,  all in  reasonable  detail and  prepared in  accordance  with
generally accepted accounting principles, consistently applied, and certified by
AmeriNet's Chief Financial Officer.


<PAGE>

18.      DISPUTE RESOLUTION.

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

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

         (1)     (A)       First, the issue will be submitted to mediation
                           before a mediation service in Marion County, Florida
                           to be selected by lot from six alternatives to be
                           provided, three by AmeriNet and three by Yankees.

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

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

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

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

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

(c)      Jurisdiction.

         (1)      AmeriNet irrevocably consents to service of any summons and/or
                  legal process by registered or certified United States air
                  mail, postage prepaid, to AmeriNet at the address set forth in
                  Section 18(b) hereof, such method of service to constitute, in
                  every respect, sufficient and effective service of process in
                  any such legal action or proceeding.

         (2)      Nothing in this Agreement shall affect the right to service of
                  process in any other manner permitted by law or limit the
                  right of Yankees to bring actions, suits or proceedings in the
                  courts of any other jurisdiction.

         (3)      AmeriNet further agrees that final judgment against it in any
                  such legal action, suit or proceeding shall be conclusive and
                  may be enforced in any other jurisdiction, within or outside
                  the United States of America, by suit on the judgment, a
                  certified or exemplified copy of which shall be conclusive
                  evidence of the fact and the amount of AmeriNet's liability.

<PAGE>



18.      MISCELLANEOUS.

(a)      No Waiver; Cumulative Remedies.

         (1)      No failure or delay on the part of Yankees in exercising any
                  right, power or privilege hereunder shall operate as a waiver
                  thereof, nor shall any single or partial exercise of any
                  right, power or privilege hereunder or thereunder preclude any
                  other or further exercise thereof or the exercise of any other
                  right, power or privilege.

         (2)      No right or remedy in this Agreement is intended to be
                  exclusive but each shall be cumulative and in addition to any
                  given Yankees at law or in equity; and the exercise by Yankees
                  of any one or more of such remedies shall not preclude the
                  simultaneous or later exercise by Yankees of any or all such
                  other remedies.

         (3)      No express or implied waiver by Yankees of any future or
                  subsequent Default.

         (4)      To the extent permitted by law, AmeriNet waives any rights now
                  or hereafter conferred by statute or otherwise which limit or
                  modify any of Yankees's rights or remedies under this
                  Agreement.

(b)      Notices.

         (1)      All notices, requests and demands to or upon any party hereto
                  shall be deemed to have been duly given or made when deposited
                  in the United States mail, first class postage prepaid,
                  addressed to such party at such address as may be hereafter
                  designated in writing by such party to the other party hereto.

         (2)      Notices will initially be addressed as follows:

                  (A)      To AmeriNet:

                            AmeriNet Group.com, Inc.
        Crystal Corporate Center; 2500 North Military Trail, Suite 225-C;
                            Boca Raton, Florida 33431
                     Attention: Edward C. Dmytryk, President
            Telephone (561) 998-3435, Fax (561) 998-4635; and, e-mail
                          Edmytryk@amerinetgroup.com.

                  (B)      To Yankees:

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


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

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

                  (B)      Because of the inherent conflict of interests
                           involved, Yankees has advised AmeriNet to retain
                           independent legal counsel to review this Agreement
                           and its exhibits and incorporated materials on its
                           behalf.


<PAGE>



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

                  (D)      This Agreement shall not be construed more strictly
                           against Yankees nor will it be interpreted in any
                           manner based on the fact that it was authored by
                           Yankees.

(c)  Payment of  Expenses  and  Taxes;  Performance  by  Yankees  of  AmeriNet's
     Obligations.

         (1)      AmeriNet agrees, whether or not the transactions contemplated
                  by this Agreement shall be consummated, to pay

                  (A)      All costs and expenses of Yankees in connection with
                           the negotiation, preparation, execution and delivery
                           of this Agreement, and the other documents relating
                           hereto;

                  (B)      All fees and taxes in connection with the recording
                           of this Agreement or any other document or instrument
                           required hereby; and

                  (C)      All costs and expenses of Yankees in connection with
                           the enforcement of this Agreement including all legal
                           fees and disbursements arising in connection
                           therewith.

         (2)      AmeriNet agrees to pay, and to indemnify and hold Yankees
                  harmless from any delay in paying, all taxes, including
                  without limitation, sales, use, stamp and personal property
                  taxes (other than any corporate income, capital, franchise or
                  similar taxes payable by Yankees with respect to the payments
                  made to Yankees hereunder or thereunder) and all license,
                  filing, and registration fees and assessments and other
                  charges, if any, which may be payable in connection with the
                  execution, delivery and performance of this Agreement, or any
                  modification thereof.

         (3)      If AmeriNet fails to perform or comply with any of its
                  agreements contained herein and Yankees shall itself perform
                  or comply, or otherwise cause performance or compliance, with
                  such agreement, the expenses of Yankees incurred in connection
                  with such performance or compliance, together with interest
                  thereon at the rate provided for in the Notes shall be payable
                  by AmeriNet to Yankees on demand and until such payment shall
                  constitute part of the Secured Obligations secured hereby.

(d)      Survival of Representations and Warranties.

         All representations and warranties made in this Agreement and any
         documents delivered pursuant hereto or thereto shall survive the
         execution and delivery of this Agreement and the making of the Loans
         hereunder.

(e)      Amendments.

         Neither this Agreement, nor any instruments related thereto, may be
         changed, waived, discharged or terminated orally, but only by an
         instrument in writing signed by the Party against whom enforcement of a
         change, waiver, discharge or termination is sought.

(f)      Counterparts & Facsimile Execution.

         (1)      This Agreement may be executed by the Parties hereto on any
                  number of separate counterparts, each of which when so
                  executed and delivered shall be an original, but all such
                  counterparts shall together constitute but one and the same
                  instrument.


<PAGE>



         (2)      Execution by original signature on a document delivered to a
                  Party through facsimile transmission shall be deemed full
                  execution for all purposes by the Party executing and
                  transmitting such document.

(g)      Headings.

         The headings of the Sections and Paragraphs are for convenience only,
         are not part of this Agreement and shall not be deemed to effect the
         meaning or construction of any of the provisions hereof.

(h)      Successors or Assigns.

         This Agreement shall be binding upon and inure to the benefit of
         AmeriNet and Yankees and their respective successors and assigns,
         except that AmeriNet may not assign or transfer its rights or
         obligations hereunder or any interest herein without the prior written
         consent of Yankees.

(i)      Governing Law

         This Agreement shall be governed by, and construed and interpreted in
         accordance with the laws of State of Delaware, other than its rules
         pertaining to conflicts of laws.

(j)      Severability & Reconstruction.

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

         (2)      In the event any provision in this Agreement or related
                  instruments is found to be unenforceable, the Parties hereby
                  request that the Court interpreting such provision restructure
                  it in the manner consistent with applicable law most closely
                  meeting the intent of the Parties, as reflected hereby.

(k)      Number and Gender.

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

(j)      License.

         (1)      This Agreement is the property of Yankees.

         (2)      The use hereof by the Parties is authorized hereby solely for
                  purposes of this transaction and, the use of this form of
                  agreement or of any derivation thereof without Yankees's prior
                  written permission is prohibited.



<PAGE>



     In Witness  Whereof,  the Parties have caused this Agreement to be executed
on their behalf by their duly authorized  representatives as of the day last set
forth below.

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

_______________________________           By:      /s/ Edward C. Dmytryk
                                                   Edward C. Dmytryk, President
[Corporate Seal]
 Dated:  May 7, 2001
                                        Attest:  /s/ Vanessa H. Lindsey
                                                  Vanessa H. Lindsey, Secretary

STATE OF FLORIDA  }
COUNTY OF MARION  } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 7th day of May, 2001,  Edward C. Dmytryk and Vanessa H. Lindsey,
known to me who, being duly sworn,  did state that they are the duly elected and
serving  president  and  secretary  of  AmeriNet  Group.com,  Inc.,  a  Delaware
corporation  ("AmeriNet"),  and that pursuant to authority duly delegated by its
board of directors, they executed the foregoing Agreement on behalf of AmeriNet,
effective as of the date set forth therein. My commission expires:

         [NOTARIAL SEAL]
                                   /s/ Sally Ann Stroberg
                                           Notary Public

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

_______________________________               By: /s/ Leonard M. Tucker
                                              Leonard Miles Tucker, President
[Corporate Seal]

Dated:  May 7, 2001
                                       Attest:  /s/ Vanessa H. Lindsey
                                               Vanessa H. Lindsey, Secretary
STATE OF FLORIDA  }
COUNTY OF MARION  } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 7th day of May,  2001,  Leonard  Miles  Tucker  and  Vanessa  H.
Lindsey,  known to me who,  being duly  sworn,  did state that they are the duly
elected and serving  president  and secretary of The Yankee  Companies,  Inc., a
Florida corporation  ("Yankees"),  and that pursuant to authority duly delegated
by its board of directors,  they  executed the foregoing  Agreement on behalf of
Yankees, effective as of the date set forth therein. My commission expires:

         [NOTARIAL SEAL]
                                          /s/ Charles J. Scimeca
                                                  Notary Public

<PAGE>


Security Agreement

     THIS SECURITY  AGREEMENT (the  "Agreement")  is entered into by and between
The Yankee  Companies,  Inc.,  a Florida  corporation  ("Yankees")  and AmeriNet
Group.com, Inc., a Delaware corporation ("AmeriNet";  Yankees and AmeriNet being
sometimes  hereinafter  collectively referred to as the "Parties" and each being
sometimes hereinafter generically referred to as a "Party").

                                   Witnesseth

     In  consideration  of the sum of TEN  DOLLARS  ($10.00)  and other good and
valuable  consideration  given by  Yankees  to  AmeriNet,  and for  other  value
received by AmeriNet;  the Parties,  intending to be legally bound, hereby agree
as follows:

1.       DEFINITIONS:

     The  definitions and rules of  constructions  contained in Section 1 of the
Convertible Loan Agreement  executed by the Parties  concurrently  herewith (the
"Convertible Loan Agreement") are hereby incorporated by reference.

2.        ASSIGNMENT OF COLLATERAL:

(a)      As security for the payment of the Obligations and all Loans and
         advances heretofore made, made concurrently with the execution of the
         Convertible Loan Agreement or made in the future made by Yankees to
         AmeriNet and for all AmeriNet's liabilities to Yankees, including any
         extensions, renewals or changes in form of any thereof, AmeriNet hereby
         assigns to Yankees and grants to Yankees a security interest under the
         Uniform Commercial Code in the Collateral.

(b)      The Collateral shall be deemed to have been constructively delivered by
         AmeriNet to Yankees immediately following execution of this Agreement
         and shall be deemed to remain in the possession of AmeriNet, as trustee
         for Yankees, for so long as any obligations of AmeriNet to Yankees
         remain unfulfilled; provided, however, that, if AmeriNet defaults in
         its obligations to Yankees, then at Yankees sole option and without any
         required further action or legal process by Yankees, all of the
         Collateral shall become the sole and exclusive property of Yankees,
         this Section being deemed a full warranty bill of sale, deed and
         securities power separate from certificate for all of the Collateral.

3.       RESTRAINT:

     So long as any  Liability  to Yankees  is  outstanding,  AmeriNet  will not
without prior written  consent of Yankees borrow from anyone on the security of,
or pledge, or grant any security interest in, any Collateral, or permit any lien
or  encumbrance  to  attach  to any of the  foregoing,  or any  levy  to be made
thereon, or any financing statement to be on file with respect thereto.

4.       OFFICE:

(a)      AmeriNet represents that its principal place of business is at Crystal
         Corporate Center; 2500 North Military Trail, Suite 225-C; Boca Raton,
         Florida 33431.

(b)      AmeriNet will immediately advise Yankees in writing of the opening of
         any new place of business or the closing of its existing places of
         business, and of any changes in the location of the place where any new
         Collateral not in the possession of Yankees is kept or where AmeriNet's
         records concerning the Collateral are kept.




<PAGE>



5.       DOCUMENTS:

         AmeriNet will promptly:

(a)      Join with Yankees in executing a financing statement and pay the cost
         of filing the same in any public office deemed advisable by Yankees;

(b)      Execute and deliver to Yankees upon demand such additional assurances
         and instruments as may be required by Yankees to maintain the security
         of Yankees in good standing and effectuate the intent of this
         Agreement, including additional security agreements on a Loan by Loan
         basis; and

(c)      In the event of Default either of the terms hereof, or as enumerated in
         the Convertible Loan Agreement or in the Notes, execute all such
         documents and do all such acts necessary to have the Collateral
         transferred into the name of Yankees as Yankees shall request.

6.       INDEMNIFICATION:

     AmeriNet hereby  indemnifies and holds harmless Yankees for all loss, cost,
expense or damage resulting from AmeriNet's Default under this Agreement.

7.       INSURANCE:

(a)      AmeriNet shall keep all Collateral insured under policies of all-risk
         insurance (which shall include, but not be limited to, fire, extended
         coverage and vandalism) placed with companies and agents approved by
         Yankees and such insurance shall be carried in amounts which Yankees
         may deem sufficient for its complete protection, but in no event less
         than the greater of (i) the aggregate principal sum of the Liabilities
         or (ii) the aggregate replacement value of the Collateral.

(b)      (1)      The premiums for all such insurance shall be paid by AmeriNet
                   not later than fifteen (15) days before the same are due.

         (2)      The original certificates of such policy or policies shall be
                  delivered to and held by Yankees and shall be made payable to
                  Yankees In the event any sum of money becomes payable under
                  such policy or policies, Yankees shall have the option to
                  receive and apply the same on account of the indebtedness
                  hereby secured against payments of principal in the inverse
                  order of their maturity, or to permit AmeriNet to receive and
                  use it, or any part thereof, for other purposes, without
                  thereby waiving or impairing any equity, lien or right under
                  and by virtue of this Agreement.

         (3)      The placing of such insurance and the paying of the premium of
                  such insurance, or any part thereof, by Yankees shall not be
                  deemed to waive or affect any right of Yankees hereunder.

(c)               (1) If Yankees acquires title to the Collateral, any unearned
                  premiums on any hazard insurance covering the Collateral and
                  held by Yankees are hereby assigned to and shall belong to
                  Yankees.

         (2)      If at any time during the term of this Agreement any insurance
                  policies shall be canceled and returned premiums become
                  available (excluding return of premium in whole on or before
                  such time as a new fully paid insurance policy is issued in
                  accordance with the terms of this Agreement), these returned
                  premiums shall belong to Yankees and, at the option of
                  Yankees, may be credited by Yankees against the Liabilities
                  secured hereunder.

(d)      Any rights of Yankees to any insurance proceeds shall in no way be
         affected or impaired by reason of the fact that Yankees may have
         exercised any remedy available to Yankees In the event any losses shall
         be payable on

<PAGE>



         any insurance policies covering the Collateral, AmeriNet and all
         successors in title and all persons now or hereafter holding inferior
         liens on such damaged and/or destroyed property hereby appoint Yankees
         agent and attorney-in-fact to endorse such proceeds, checks(s) or
         drafts(s) for the purpose, at the option of Yankees, of applying them
         against the Liabilities.

8.       COVENANTS:

         AmeriNet covenants and agrees that it shall:

(a)               (1) Receive as the sole property of Yankees and hold as
                  trustee for Yankees all funds, checks, notes, drafts, and
                  other property ("Items of Payment") representing the proceeds
                  of any Collateral in which Yankees has a security interest,
                  which come into the possession of AmeriNet;

         (2)      Deposit all such items of payment immediately in the exact
                  form received in a special account of AmeriNet in a federally
                  insured, state or federal savings and loan association or
                  commercial bank ("Bank") entitled "Cash Collateral Account;"
                  and

         (3)      Execute such documents and do such acts as Yankees may require
                  to insure that Yankees shall have a perfected security
                  interest in such Cash Collateral Account to additionally
                  secure all AmeriNet's Liabilities; provided, however, that
                  AmeriNet shall have the right to use all or a portion of the
                  Cash Collateral Account to purchase new Collateral of like
                  kind and quality free and clear of all liens;

(b)      Furnish a landlord's waiver of lien where AmeriNet is a tenant in
         possession of leased premises, in form acceptable to Yankees wherein
         landlord waives its lien for rent and all claims and demands of every
         kind against AmeriNet's Collateral and authorizes Yankees to enter upon
         the leased premises for the purpose of enabling Yankees to take
         possession of AmeriNet's Collateral, pursuant to the terms of this
         Agreement;

(c)      (1)   Make  all  payments  of  taxes,  including  but  not  limited  to
               assessments, levies, liabilities, obligations and encumbrances of
               every nature upon the Collateral before same become delinquent;

         (2)   AmeriNet shall deliver to Yankees receipts evidencing the payment
               of said taxes, assessments, levies, liabilities, obligations, and
               encumbrances  immediately  on the payment  thereof as required in
               this Section.

         (3)   In default thereof,  Yankees may at any time pay the same without
               waiving or affecting  any rights  hereunder  and every payment so
               made shall bear interest from the date hereof at the highest rate
               permitted by law;

(d)      Pay on demand any cost, charge and expense, including reasonable
         attorneys' fees through all trial and appellate levels, incurred or
         paid at any time by Yankees arising out of the failure of AmeriNet to
         perform timely and comply with and abide by any of the stipulations,
         agreements, conditions and covenants of the Agreement and every such
         payment after the same becomes due shall bear interest from date at the
         highest rate permitted by law;

(e)      Keep adequate records and books of account on accordance with generally
         accepted accounting principles with respect to AmeriNet's business and
         will permit Yankees, its agents, accountants and attorneys to visit and
         inspect the Collateral and examine its records and books of account and
         to discuss its affairs, finances and accounts with Yankees, at such
         reasonable times during normal business hours, as may be requested by
         Yankees upon twenty-four (24) hours notice;

(f)      Keep the Collateral in good repair and operating order.


<PAGE>


9.       NO EXEMPTION:

         AmeriNet hereby declares that the Collateral forms no part of any
property owned, used or claimed by AmeriNet as exempted from forced sale under
the laws of any state and disclaims, waives and renounces all and every claim to
exemption under any homestead exemption.

10.      CONVEYANCE:

(a)      The sale, lease, transfer or other conveyance of the Collateral or any
         part thereof to another party or parties without the prior written
         consent of Yankees, shall at Yankees's option, constitute a default
         under this Agreement. No Collateral shall be removed, demolished or
         substantially altered, nor shall any Collateral be removed without the
         prior written consent of Yankees.

(b)      In the event that AmeriNet is in possession of any of the Collateral,
         for whatever purpose or reason, upon the failure of AmeriNet to keep
         such Collateral in good condition or repair, Yankees may at its option,
         make such repairs, and any such sums expended by Yankees shall be
         immediately due and payable and shall bear interest from the date
         thereof at the highest rate permitted by law.

11.      ENCUMBRANCES:

         The encumbrance of the Collateral in any manner, including, without
limitation, the obtaining by AmeriNet or its successors or assigns of any
additional financing secured by any part of the Collateral, without the prior
written consent of Yankees (which consent shall be either granted or withheld in
Yankees's sole and unfettered discretion) shall constitute a Default under this
Agreement.

12.      LAWFUL PURPOSE:

         To the extent that it is in possession of any of the Collateral,
AmeriNet shall not use the Collateral or allow the same to be used for any
unlawful purpose or in violation of any law, ordinance or regulation now or
hereafter covering or affecting the use thereof.

13.      DEFAULT:

         The default provisions of the Convertible Loan Agreement, the Notes and
of the other agreements pertaining to this transaction executed concurrently
herewith or hereafter pursuant to the terms of the Convertible Loan Agreement
are hereby, herein incorporated by reference.

14.      OTHER ACTIONS:

(a)      In the event AmeriNet fails to pay any charges or obligations required
         to be paid or perform any acts required to be performed by AmeriNet
         hereunder within the time set forth for such payment or performance,
         Yankees shall have the right to pay such charge or obligation and
         perform such act without waiving or affecting the option of Yankees to
         consider this Agreement in Default.

(b)      All funds advanced by Yankees pursuant to this Section shall be deemed
         additional funds owed by AmeriNet to Yankees, shall be payable with
         interest from the date of advance thereof at the highest rate permitted
         by law, upon demand of Yankees thereof and shall be secured by the lien
         of this Agreement.

(c)      If any action or proceeding shall be commenced by any person to which
         action or proceeding Yankees is made a party, or in which it shall
         become necessary to defend or uphold the lien of this Agreement, all
         sums paid by Yankees for the expenses of any such litigation (including
         reasonable attorney's fees through all trial and


<PAGE>



         appellate levels) shall be paid by AmeriNet to Yankees together with
         interest thereon at the highest rate permitted by law.

15.      COSTS:

         AmeriNet shall pay to Yankees all lawful charges and disbursements,
including attorneys' fees through all negotiations, administrative, trial and
appellate levels incurred by Yankees in connection with the protecting or
enforcing the rights of Yankees hereunder and all such sums shall be secured by
the lien of this Agreement.

16.      WAIVER:

(a)      AmeriNet waives notice of non-payment and protest of all commercial
         paper, including, but not limited to the liabilities at any time held
         by Yankees on which AmeriNet is in any way liable.

(b)      (1)      No waiver by Yankees of any default shall operate as a waiver
                  of any other default or of the same default on a future
                  occasion.

         (2)      No delay or omission on the part of Yankees in exercising any
                  right or remedy shall operate as a waiver thereof, and no
                  single or partial exercise by Yankees of any right or remedy
                  shall preclude any other or further exercise thereof or the
                  exercise of any other right or remedy.

         (3)      Time is of the essence of this Agreement.

         (4)      The provisions of this Agreement are cumulative and in
                  addition to the provisions of any remedy under any Note or
                  other writing evidencing any liability secured hereby.

(c)      AmeriNet releases Yankees from all claims for loss or damage caused by
         any failure to protect the Collateral or by any act or omission on the
         part of Yankees, its officers, agents and employees, except willful
         misconduct.

17.      MISCELLANEOUS:

         The miscellaneous provisions of the Convertible Loan Agreement are
hereby incorporated by reference.




<PAGE>



     In Witness  Whereof,  the Parties have caused this Agreement to be executed
on their behalf by their duly authorized  representatives as of the day last set
forth below.

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

_______________________________           By:      /s/ Edward C. Dmytryk
                                                   Edward C. Dmytryk, President
[Corporate Seal]
Dated:  May 7, 2001
                                      Attest:  /s/ Vanessa H. Lindsey
                                                 Vanessa H. Lindsey, Secretary

STATE OF FLORIDA    }
COUNTY OF MARION    } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 7th day of May,  2001,  Edward C. Dmytryk and Vanessa H. Lindsey,
known to me who, being duly sworn,  did state that they are the duly elected and
serving  president  and  secretary  of  AmeriNet  Group.com,  Inc.,  a  Delaware
corporation  ("AmeriNet"),  and that pursuant to authority duly delegated by its
board of directors,  they executed the foregoing Agreement on behalf of Yankees,
effective as of the date set forth therein. My commission expires:

         [NOTARIAL SEAL]
                                          /s/ Sally Ann Stroberg
                                                     Notary Public

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

_______________________________           By:      _____________________________
                                                Leonard Miles Tucker, President
[Corporate Seal]
 Dated:  May 7, 2001
                                        Attest:  _______________________________
                                                  Vanessa H. Lindsey, Secretary
STATE OF FLORIDA    }
COUNTY OF MARION    } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear  on this 7th day of May,  2001,  Leonard  Miles  Tucker  and  Vanessa  H.
Lindsey,  known to me who,  being duly  sworn,  did state that they are the duly
elected and serving  president  and secretary of The Yankee  Companies,  Inc., a
Florida corporation  ("Yankees"),  and that pursuant to authority duly delegated
by its board of directors,  they  executed the foregoing  Agreement on behalf of
Yankees, effective as of the date set forth therein. My commission expires:

         [NOTARIAL SEAL]
                                                /s/ Charles J. Scimceca
                                                         Notary Public


<PAGE>



Full Recourse Secured Promissory Note

$ 75,000                                           May 7, 2001

     FOR VALUE  RECEIVED,  AmeriNet  Group.com,  Inc., a publicly  held Delaware
corporation  with a class of  securities  registered  under Section 12(g) of the
Exchange Act and with offices at Crystal Corporate  Center;  2500 North Military
Trail, Suite 225-C; Boca Raton,  Florida 33431 ("AmeriNet") hereby agrees to pay
to the order of Michelle Tucker, a Florida resident, with offices at The Crystal
Corporate  Center;  2500 North Military  Trail,  Suite 225; Boca Raton,  Florida
33431  ("Mrs.  Tucker"),  the  principal  sum  of  $75,000,   yielding  interest
commencing to run from the date hereof at a compound  annual rate of 2% over the
prime rate charged during the subject period by Chase  Manhattan Bank, N.A. (New
York City) or its successor in interest to its most favored corporate  borrowers
for  unsecured  obligations  having a term of one year or less, on the following
terms:

                                     Terms:

1.       INCORPORATED TERMS

(a)  The terms and provisions of the  Convertible  Loan  Agreement  entered into
     between  AmeriNet  and  Yankees on May 7, 2001,  a copy of which is annexed
     hereto  and  made  a part  hereof  as  exhibit  1  (the  "Convertible  Loan
     Agreement"),  are hereby  incorporated by reference herein as if here fully
     set forth.

(b)  Any  provisions  in this Note  dealing  with a subject or object also dealt
     with  in  the  Convertible  Loan  Agreement  shall,  to the  extent  of any
     inconsistencies,  be deemed to provide Yankees with  additional  rights and
     options which will be exercisable in Yankees' sole discretion.

2.       PAYMENTS & COLLATERAL

(a)  This Note shall be payable in one  balloon  installment  of  principal  and
     interest on or before May 31, 2001.

(b)  All payments are to be made at the offices of Mrs.  Tucker or at such other
     address as Mrs. Tucker shall designate for such purposes.

(c)  This Promissory  Note is secured by all of the Assets of AmeriNet,  whether
     currently owned or hereafter acquired.

3.       ACCELERATION

     In the event that any payment due hereunder is not made when due, or on the
occurrence  of any  one or  more  of the  events  of  Default  specified  in the
Convertible Loan Agreement,  the entire remaining unpaid principal,  all accrued
interest and any related reimbursements for costs and expenses shall immediately
become due and payable,  without  notice or demand,  at the option of the holder
hereof.

4.       PREPAYMENTS

     AmeriNet may prepay this Note, in whole or in part, without penalty, at any
time,  provided  however,  that any partial  payments  shall first be applied to
related  reimbursable  costs  and  expenses,  then  to  interest,  and  then  to
principal;  and, provided further,  that in the event of a partial prepayment of
principal,  the monthly payments shall be re-amortized,  at AmeriNet's sole cost
and expense, over the remaining term of this Note.


<PAGE>



5.       ASSUMPTION

(a)  This Note may be assigned at will by Yankees  but shall be  assumable  only
     with the express, prior written consent of Mrs. Tucker.

(b)  In the event of any permitted  assumption,  all prior  obligors will remain
     liable to Mrs. Tucker as guarantors of the permitted assignee's performance
     but Mrs.  Tucker shall have the right to enforce such  guarantees  directly
     against them without  first having to seek  performance,  payment or relief
     from the permitted assignee.

6.       DEMANDS & NOTICES

(a)  Any demand or notice  made or given by Mrs.  Tucker  pursuant  hereto or in
     connection  herewith,  shall  be  made  on or  given  to  AmeriNet  and its
     successors  in interest  by  registered  mail,  return  receipt  requested,
     postage prepaid,  directed to AmeriNet's address  hereinbefore  provided or
     such updated address as Mrs. Tucker shall have in its records, in each case
     with copies to Office of the General Counsel,  The Yankee Companies,  Inc.,
     1941  Southeast  51st  Terrace;  Ocala,  Florida  34471,  attorney for Mrs.
     Tucker,  and to any legal  counsel  designated  by AmeriNet;  but making or
     giving or  attempting  to make or give any demand or notice shall not waive
     any right granted hereunder or otherwise to act without demand or notice.

(b)  Notice shall be effective  when  delivered by Mrs.  Tucker to United States
     Post Office  personnel,  whether or not such personnel  actually succeed in
     effecting delivery on AmeriNet or its successors in interest.

7.       EXPENSES

     AmeriNet hereby agrees to pay all expenses,  including the attorney's fees,
which the holder may incur upon default or at maturity.

8.       COVENANTS

     AmeriNet and any guarantor,  surety or endorser, and all others who are, to
whom may become, liable for the payment hereof:

(a)  Expressly  consent to all extensions of time,  renewals,  postponements  of
     time of payment of this Note, from time to time,  prior to or after the day
     that they become due without notice, consent or consideration to any of the
     foregoing; and

(b)  Expressly agree to the additional release by Yankees of any party or person
     primarily liable herein or any portion of the Collateral.

9.       ENFORCEMENT

     No delay by the holder in enforcing any covenant or right  hereunder  shall
be deemed a waiver of such  covenant or right and no waiver by the holder of any
particular provision hereof shall be deemed a waiver of any other provision or a
continuing  waiver of such  particular  provision,  and  except as so  expressly
waived, all provisions hereof shall continue in full force and effect.

10.      SPECIAL WAIVERS

     The  undersigned,  and all guarantors and all endorsers,  hereby  severally
waive presentment for payment,  protest and notice of protest for non-payment of
this Note.


<PAGE>


11.      TIMELINESS

         Time shall be of the essence.

12.      LICENSE

(a)  This  form  of  Note  is  the  property  of  The  Yankee  Companies,   Inc.
     ("Yankees").

(b)  The use hereof by the Parties is  authorized  hereby solely for purposes of
     this  transaction  and,  the  use  of  this  form  of  agreement  or of any
     derivation   thereof  without   Yankees's   prior  written   permission  is
     prohibited.


     In Witness  Whereof,  AmeriNet  has caused  this Note to be executed on its
behalf by their duly authorized  representatives  as of the date first set forth
below.

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

_______________________________           By:      /s/ Edward C. Dmytryk
                                                 Edward C. Dmytryk, President
Dated:   May 7, 2001
[Corporate Seal]
                                       Attest:  Vanessa H. Lindsey
                                                 Vanessa H. Lindsey, Secretary
STATE OF FLORIDA    }
COUNTY OF MARION    } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 7th day of May,  2001,  Edward C. Dmytryk and Vanessa H. Lindsey,
known to me who, being duly sworn,  did state that they are the duly elected and
serving  president  and  secretary  of  AmeriNet  Group.com,  Inc.,  a  Delaware
corporation  ("AmeriNet"),  and that pursuant to authority duly delegated by its
board of  directors,  they  executed the  foregoing  Note on behalf of AmeriNet,
effective as of the date set forth therein. My commission expires:

         [NOTARIAL SEAL]
                                /s/ Sally Ann Stroberg
                                      Notary Public





<PAGE>


Full Recourse Secured Promissory Note

$ 25,000                                           May 7, 2001

     FOR VALUE  RECEIVED,  AmeriNet  Group.com,  Inc., a publicly  held Delaware
corporation  with a class of  securities  registered  under Section 12(g) of the
Exchange Act and with offices at Crystal Corporate  Center;  2500 North Military
Trail, Suite 225-C; Boca Raton,  Florida 33431 ("AmeriNet") hereby agrees to pay
to the order of The Calvo  Family  Spendthrift  Trust,  a  Florida  trust,  with
offices at 1941 Southeast 51st Terace;  Ocala,  Florida 34471 ("Calvo  Family"),
the principal sum of $25,000,  yielding interest commencing to run from the date
hereof at a compound  annual rate of 2% over the prime rate  charged  during the
subject period by Chase Manhattan Bank, N.A. (New York City) or its successor in
interest to its most  favored  corporate  borrowers  for  unsecured  obligations
having a term of one year or less, on the following terms:

                                     Terms:

1.       INCORPORATED TERMS

(a)  The terms and provisions of the  Convertible  Loan  Agreement  entered into
     between  AmeriNet  and  Yankees on May 7, 2001,  a copy of which is annexed
     hereto  and  made  a part  hereof  as  exhibit  1  (the  "Convertible  Loan
     Agreement"),  are hereby  incorporated by reference herein as if here fully
     set forth.

(b)  Any  provisions  in this Note  dealing  with a subject or object also dealt
     with  in  the  Convertible  Loan  Agreement  shall,  to the  extent  of any
     inconsistencies,  be deemed to provide Yankees with  additional  rights and
     options which will be exercisable in Yankees' sole discretion.

2.       PAYMENTS & COLLATERAL

(a)  This Note shall be payable in one  balloon  installment  of  principal  and
     interest on or before May 31, 2001.

(b)  All payments are to be made at the offices of Calvo Family or at such other
     address as Yankees shall designate for such purposes.

(c)  This Promissory  Note is secured by all of the Assets of AmeriNet,  whether
     currently owned or hereafter acquired.

3.       ACCELERATION

     In the event that any payment due hereunder is not made when due, or on the
occurrence  of any  one or  more  of the  events  of  Default  specified  in the
Convertible Loan Agreement,  the entire remaining unpaid principal,  all accrued
interest and any related reimbursements for costs and expenses shall immediately
become due and payable,  without  notice or demand,  at the option of the holder
hereof.

4.       PREPAYMENTS

     AmeriNet may prepay this Note, in whole or in part, without penalty, at any
time,  provided  however,  that any partial  payments  shall first be applied to
related  reimbursable  costs  and  expenses,  then  to  interest,  and  then  to
principal;  and, provided further,  that in the event of a partial prepayment of
principal,  the monthly payments shall be re-amortized,  at AmeriNet's sole cost
and expense, over the remaining term of this Note.


<PAGE>



5.       ASSUMPTION

(a)  This Note may be  assigned at will by Calvo  Family but shall be  assumable
     only with the express, prior written consent of Yankees.

(b)  In the event of any permitted  assumption,  all prior  obligors will remain
     liable  to  Calvo  Family  as  guarantors   of  the  permitted   assignee's
     performance  but  Calvo  Family  shall  have  the  right  to  enforce  such
     guarantees  directly against them without first having to seek performance,
     payment or relief from the permitted assignee.

6.       DEMANDS & NOTICES

(a)  Any demand or notice made or given by Calvo  Family  pursuant  hereto or in
     connection  herewith,  shall  be  made  on or  given  to  AmeriNet  and its
     successors  in interest  by  registered  mail,  return  receipt  requested,
     postage prepaid,  directed to AmeriNet's address  hereinbefore  provided or
     such updated  address as Calvo  Family  shall have in its records,  in each
     case with copies to Office of the General  Counsel,  The Yankee  Companies,
     Inc., 1941 Southeast 51st Terrace; Ocala, Florida 34471, attorney for Calvo
     family,  and to any legal  counsel  designated  by AmeriNet;  but making or
     giving or  attempting  to make or give any demand or notice shall not waive
     any right granted hereunder or otherwise to act without demand or notice.

(b)  Notice shall be effective  when  delivered by Calvo Family to United States
     Post Office  personnel,  whether or not such personnel  actually succeed in
     effecting delivery on AmeriNet or its successors in interest.

7.       EXPENSES

     AmeriNet hereby agrees to pay all expenses,  including the attorney's fees,
which the holder may incur upon default or at maturity.

8.       COVENANTS

     AmeriNet and any guarantor,  surety or endorser, and all others who are, to
whom may become, liable for the payment hereof:

(a)  Expressly  consent to all extensions of time,  renewals,  postponements  of
     time of payment of this Note, from time to time,  prior to or after the day
     that they become due without notice, consent or consideration to any of the
     foregoing; and

(b)  Expressly  agree to the additional  release by Calvo Family of any party or
     person primarily liable herein or any portion of the Collateral.

9.       ENFORCEMENT

     No delay by the holder in enforcing any covenant or right  hereunder  shall
be deemed a waiver of such  covenant or right and no waiver by the holder of any
particular provision hereof shall be deemed a waiver of any other provision or a
continuing  waiver of such  particular  provision,  and  except as so  expressly
waived, all provisions hereof shall continue in full force and effect.

10.      SPECIAL WAIVERS

     The  undersigned,  and all guarantors and all endorsers,  hereby  severally
waive presentment for payment,  protest and notice of protest for non-payment of
this Note.


<PAGE>


11.      TIMELINESS

         Time shall be of the essence.

12.      LICENSE

(a)  This  form  of  Note  is  the  property  of  The  Yankee  Companies,   Inc.
     ("Yankees").

(b)  The use hereof by the Parties is  authorized  hereby solely for purposes of
     this  transaction  and,  the  use  of  this  form  of  agreement  or of any
     derivation   thereof  without   Yankees's   prior  written   permission  is
     prohibited.


     In Witness  Whereof,  AmeriNet  has caused  this Note to be executed on its
behalf by their duly authorized  representatives  as of the date first set forth
below.

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

_______________________________           By:      /s/ Edward C. Dmytryk
                                                 Edward C. Dmytryk, President
Dated:   May 7, 2001
[Corporate Seal]
                                       Attest:  Vanessa H. Lindsey
                                                 Vanessa H. Lindsey, Secretary
STATE OF FLORIDA    }
COUNTY OF MARION    } SS.:

     BEFORE ME, an officer duly authorized to administer  oaths,  did personally
appear on this 7th day of May,  2001,  Edward C. Dmytryk and Vanessa H. Lindsey,
known to me who, being duly sworn,  did state that they are the duly elected and
serving  president  and  secretary  of  AmeriNet  Group.com,  Inc.,  a  Delaware
corporation  ("AmeriNet"),  and that pursuant to authority duly delegated by its
board of  directors,  they  executed the  foregoing  Note on behalf of AmeriNet,
effective as of the date set forth therein. My commission expires:

         [NOTARIAL SEAL]
                                /s/ Sally Ann Stroberg
                                      Notary Public





<PAGE>