Letter of Intent


                                 April 27, 2001


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

         Re:   Proposal to  Exchange  Shares of Park City  Group,  Inc.  ("PCG")
               stock for shares of AmeriNet, Inc. ("AmeriNet") Stock

Dear Edward:

     This letter of intent sets forth, in summary form, the terms and conditions
under  which  Riverview  Financial  Corp.  ("Riverview")  and  Randall K. Fields
(collectively and individually,  and together with certain other shareholders as
may be permitted  to join in the  transaction,  the  "Sellers")  would  exchange
shares  of  PCG  stock  (the  "PCG  Shares")   held  by  Sellers,   constituting
approximately  ninety-eight  percent  (98%) of the PCG  stock  outstanding,  for
shares of AmeriNet stock. The proposed terms and conditions are as follows:

1.   Share  Exchange.  The PCG Shares will be exchanged for the number of shares
of  AmeriNet  stock  (the  "Exchange  Shares")  so that  Sellers  will  hold 78%
("Sellers'  Percentage") of the aggregate  AmeriNet stock immediately  following
the closing,  on a fully  diluted  basis,  i.e.,  taking into account the deemed
exercise or conversion of all preferred stock, options, warrants or other rights
to acquire  AmeriNet  common stock  immediately  prior to closing.  The Exchange
Shares  will be  divided  between  Sellers  pro rata in  accordance  with  their
respective ownership of the PCG Shares.

     By way of  example,  assuming  33,000,000  AmeriNet  shares  are issued and
outstanding  immediately prior to closing,  the PCG Shares will be exchanged for
117,000,000 shares of AmeriNet stock, which number is determined as follows:

         Exchange Shares = [AmeriNet Shares Prior to Close] x [(Seller's
         Percentage1)/(1-Seller's Percentage)] Exchange Shares = [33,000,000] x
         [(.78)/(1 - .78)] Exchange Shares = 117,000,000

where the Exchange Shares are 78% of the aggregate AmeriNet shares post closing:

         (150,000,000) / (33,000,000 + 117,000,000) = .78

2.   Adjustment to Sellers'  Percentage.  As provided in Section 4(a),  AmeriNet
will have not less than $1 million dollars in unrestricted cash at closing.  For
every  additional  $1 million  dollars (up to a total of $4 million  dollars) of
unrestricted  cash that AmeriNet holds at closing,  Sellers'  Percentage will be
reduced by 4% (up to a total of 16%)

3.   Performance  Shares.  The Sellers  will be  entitled to receive  additional
shares  of  AmeriNet  stock  (the  "Performance  Shares")  equal  to  35% of the
aggregate  AmeriNet stock  immediately  following the closing on a fully diluted
basis. PCG will be entitled to receive 1/2 of the Performance  Shares if PCG and
its  consolidated  subsidiaries  have, for the period ending  December 31, 2001,
consolidated  net income before taxes of at least $3 million dollars as shown on
its  audited  financial  statements.  PCG will be entitled to receive 1/2 of the
Performance Shares if PCG and its consolidated subsidiaries have, for the period
ending December 31, 2002,  consolidated net income before taxes of at least $4.2
million dollars as shown on its audited financial statements. By way of example,
if the aggregate AmeriNet shares post closing are 150,000,000 (i.e.,  33,000,000
+ 117,000,000),  the number of Performance  Shares will equal 52,500,000  (i.e.,
 .35 x 150,000,000).  The Performance  Shares will be divided between Sellers pro
rata in accordance with their respective ownership of the PCG Shares.

4.   Proposed  Form of  Agreement;  Agreed  Terms and  Conditions.  AmeriNet and
Sellers  intend to negotiate a written  definitive  agreement,  the execution of
which would be subject,  among other things and to the extent legally  required,
to the approval of AmeriNet's  board of directors and  shareholders  if required
and the approval of  Riverview's  board of  directors,  and which would  contain
agreed   representations,   warranties,   indemnities,   conditions   and  other
provisions. Without limiting the foregoing:

(a)  AmeriNet will have at least $1 million in unrestricted cash at closing;

(b)  No preferred stock,  options,  warrants or other rights to acquire AmeriNet
     preferred  or common  stock,  and no option plans will survive the closing,
     unless the number of shares  issuable  on  conversion  or  exercise of such
     stock,  options,  warrants or other  rights  cannot  exceed the number that
     would have been issued if exercised immediately prior to closing;

(c)  AmeriNet will have no liabilities or obligations which survive the closing;

(d)  AmeriNet will have completed,  at its sole expense,  the divestiture of all
     its subsidiaries and stock in other corporations prior to the closing;

(e)  AmeriNet will be in  compliance  with,  and the closing of the  transaction
     contemplated by this letter will not result in a violation or breach of, or
     conflict with, any applicable state and federal laws, rules and regulations
     or any order,  writ,  decree,  determination or award of any court or other
     government  agency or any provision of any agreement or instrument to which
     it is a party or by which it is bound;

(f)  A means of paying the costs and expenses  (including  legal and  accounting
     fees)  in  excess  of  $150,000  of  filing  and  prosecuting  the  initial
     registration  statement filed for AmeriNet stock subsequent to closing will
     be provided  from funds  other than  AmeriNet  funds,  subject to the prior
     approval by AmeriNet of the engagement  letter,  which approval will not be
     unreasonably withheld or delayed; and

(g)  The  transaction  will be a  tax-free  reorganization  under  the  Internal
     Revenue Code of 1986.

     The definitive agreement and any other documents, instruments or agreements
that  may be  required  to  close  the  proposed  transaction  will  be in  form
reasonably  satisfactory  to  AmeriNet  and its  attorney  and to Seller and its
attorneys.

5.   Conditions to Proposed  Transaction.  The parties do not intend to be bound
to any provisions covering the same subject matter as contained in Sections 1, 2
and 3 hereof  unless and until the  definitive  agreement  has been executed and
delivered.  It is  expected,  however,  that if the  definitive  agreement  were
successfully negotiated, it would provide that the proposed transaction would be
subject to agreed terms and conditions, including, among others, the following:

(a)  The conditions stated in Section 4 will be true and correct at closing;

(b)  The  satisfactory  outcome,  in Seller's sole judgment,  of its inspection,
     confirmation  and  verification  of  the  financial  condition,   business,
     properties, assets and operations of AmeriNet;

(c)  The satisfactory  outcome, in AmeriNet's sole judgment,  of its inspection,
     confirmation  and  verification  of  the  financial  condition,   business,
     properties, assets and operations of PCG;

(d)  The  absence  of  any  material  adverse  change  in  AmeriNet's  financial
     condition,  business, assets, operations and prospects since March 31, 2000
     (other than as contemplated by Section 4);

(e)  The absence of any material  adverse change in PCG's  financial  condition,
     business,  assets,  operations and prospects since December 31, 2000 (other
     than as contemplated by Section 4);

(f)  The receipt of all necessary consents and approvals of governmental bodies,
     lenders, lessors and other third parties; and

(g)  The absence of pending or threatened  litigation  regarding the  definitive
     agreement or the transactions to be contemplated thereby.

6.   Access.  Unless and until this Letter of Intent is  terminated  as provided
herein,  AmeriNet  will provide to Riverview,  and  Riverview  will cause PCG to
provide,   prompt  and  complete  access  to  AmeriNet's  and  PCG's  respective
facilities,  books and records,  and will cause  AmeriNet's and PCG's directors,
officers, employees,  attorneys,  accountants,  consultants,  advisers and other
agents  and  representatives  to  cooperate  fully  with  the PCG and  AmeriNet,
respectively, in connection with its review of AmeriNet and PCG.

7.   Binding  Provisions.  In consideration of the significant costs to be borne
by AmeriNet  and  Sellers in pursuing  this  proposed  transaction  and of their
mutual undertakings  described herein, the following subsections of this Section
7 (collectively,  the "Binding  Provisions") will constitute the legally binding
and enforceable agreement of AmeriNet and each Seller:

(a)  AmeriNet  and/or its designees will deposit with PCG  $100,000.00 as a good
     faith escrow  deposit within 5 business days after receipt of permission to
     use PCG's audited financials as provided hereafter. Ten business days after
     payment of the first deposit  amount  AmeriNet  and/or its  designees  will
     deposit an  additional  $100,000  into the escrow with PCG.  The  deposited
     monies are immediately returnable at the sole option of AmeriNet and/or its
     designees  upon demand or its designees  upon demand or the  termination of
     this  letter of intent  with no right to set off by either  party.  Audited
     financials  can and will be released upon approval of both AmeriNet and PCG
     and or its affiliates.

(b)  Non-Binding  Provisions  Not  Enforceable.  The  provisions of Sections 1-6
     above do not  create or  constitute  legally  binding  obligations  between
     AmeriNet and the  prospective  Sellers and,  whether or not the  definitive
     agreement is prepared,  authorized,  executed, or delivered by the parties,
     no party  will  have any  liability  to any other  party to this  Letter of
     Intent based upon, arising from, or relating to those provisions.  No prior
     or  subsequent  course of conduct  or dealing  between  the  parties,  oral
     communications,  or other  actions not reduced to or reflected in a writing
     executed by all of the parties  will serve to modify this  paragraph in any
     way or cause the non-binding  provisions hereof or any provisions  covering
     the same  subject  matter  to  become  in any  sense  legally  binding  and
     enforceable.

(c)  All Information  Confidential.  All information concerning a party provided
     to the other party, other than publicly available information, will be kept
     in strict  confidence by such other party and will only be used to evaluate
     the other party in  conjunction  with this  transaction.  All  documents or
     other media containing such information will be returned to the appropriate
     party if a closing of the definitive agreements does not occur.

(d)  Disclosure.  Neither  AmeriNet nor Sellers  will,  and each will direct its
     agents  and  representatives  not to,  directly  or  indirectly,  make  any
     comment, statement, or communication with respect to, or otherwise disclose
     or permit  the  disclosure  of the  status  of  discussions  regarding  the
     proposed  transaction between the parties or any of the terms,  conditions,
     or other aspects of the transaction proposed in this Letter, except to such
     of the agents and  representatives of AmeriNet or Sellers,  as the case may
     be, as need to know such  information  for the  purpose  of  evaluating  or
     otherwise effecting the transactions proposed in this Letter of Intent, and
     except as required by applicable laws, rules and regulations. must disclose
     pursuant to SEC reg. FD

(e)  Costs. AmeriNet and each Seller will be responsible for and bear all of its
     own costs and expenses incurred at any time in connection with the proposed
     transaction.  Notwithstanding  the foregoing,  if the proposed  transaction
     closes,  AmeriNet will reimburse PCG and Sellers for  reasonable  legal and
     accounting expenses incurred in connection with the proposed transaction.

(f)  Entire Agreement.  The Binding  Provisions  constitute the entire agreement
     between  the  parties,  superseding  all prior oral or written  agreements,
     understandings,  representations and warranties, and courses of conduct and
     dealing  between the parties on the subject matter hereof,  including,  but
     not limited to, the Letter of Intent  executed by AmeriNet on February  27,
     2001. Except as otherwise  provided herein,  the Binding  Provisions may be
     amended  or  modified  only by a writing  executed  by all of the  parties.
     Provisions from Feb 27, 2001 L.O.I. regarding non circumvention will remain
     in effect.

(g)  Governing Law. This letter shall be governed by and construed in accordance
     with the internal laws of the State of Utah,  without regard to conflict of
     laws principles.

(h)  Termination.  This Letter of Intent may be terminated  without liability by
     either party by giving notice to the other party,  with or without  reason.
     Unless sooner terminated or extended in writing, this Letter of Intent will
     automatically terminate on May 31, 2001.

(i)  Riverview and/or its affiliates agrees that until the expiration of fifteen
     (15)  months  after  closing  on  the   reorganization  or  termination  of
     negotiations  therefor,  it will  not  directly  or  indirectly  circumvent
     AmeriNet  and/or its  affiliates  by engaging in any  transaction  with any
     person or legal entity to which it or its  principals or advisors have been
     introduced by AmeriNet or their principals or advisors.

     Please sign and date this Letter of Intent in the space  provided  below to
confirm the mutual  agreements set forth in the Binding  Provisions and return a
signed copy to the undersigned.


                                                [SIGNATURES FOLLOW]
                                                     Very truly yours,

                                     RIVERVIEW FINANCIAL CORP.



                                     By:      /s/ Randall K. Fields
                                 -----------------------------------------
                                     Name:    Randall K. Fields
                                     Title:   President and CEO



                                              /s/ Randall K. Fields
                                 -----------------------------------------
                                      Randall K. Fields, Individually


Acknowledged and agreed as to the Binding Provisions:

AMERINET GROUP COM, INC.


By:      /s/ Ed Dmytryk
         ----------------------------------------
Name:    Ed Dmytryk
         ----------------------------------------
Title:   President, CEO
         ----------------------------------------


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1 Expressed as a decimal.