Conversion Agreement

     This Conversion Agreement (the "Agreement") is made and entered into by and
among  AmeriNet  Group.com,  Inc., a publicly held Delaware  corporation  with a
class  of  securities  registered  under  Section  12(g)  of  the  Exchange  Act
("AmeriNet") and, ABC Company, a __________  corporation  ("ABC"),  AmeriNet and
ABC being  sometimes  hereinafter  collectively  referred to as the "Parties" or
generically as a "Party").

                                    Preamble:

     WHEREAS, in order for AmeriNet to more effectively  organize its operations
and  acquire  promising  operating  companies,  it needs to reduce  its  current
indebtedness; and

     WHEREAS, ABC has agreed to converting $_________ of the debt currently owed
by AmeriNet to ABC (the  "AmeriNet  Debt") into equity at the rate of $_____ per
share of  AmeriNet's  Class A  preferred  stock,  $0.01 per share par value (the
"Preferred Stock"):

     NOW,   THEREFORE,   in  consideration   of  the  covenants,   promises  and
representations set forth herein, and for other good and valuable consideration,
the Parties, intending to be legally bound, hereby agree as follows:

                                   Witnesseth:

                                    Article I
                                   Definitions

     The following terms or phrases,  as used in this Agreement,  shall have the
following meanings:

(A)       Accredited Investor:

          An investor that meets the requirements for treatment as an accredited
          investor,  as defined in Rule 501(a) of Commission Regulation D, which
          provides as follows:

          "Accredited  investor"  shall mean any person who comes  within any of
          the following categories,  or who the issuer reasonably believes comes
          within any of the following categories, at the time of the sale of the
          securities to that person:

          (1)  Any bank as defined in section 3(a)(2) of the Act, or any savings
               and loan  association or other  institution as defined in section
               3(a)(5)(A)  of  the  Act  whether  acting  in its  individual  or
               fiduciary  capacity;  any broker or dealer registered pursuant to
               section 15 of the Securities  Exchange Act of 1934; any insurance
               company as defined in section  2(13) of the Act;  any  investment
               company  registered under the Investment Company Act of 1940 or a
               business  development  company as defined in section  2(a)(48) of
               that Act; Small Business  Investment Company licensed by the U.S.
               Small Business  Administration under section 301(c) or (d) of the
               Small Business  Investment Act of 1958; any plan  established and
               maintained by a state, its political subdivisions,  or any agency
               or instrumentality  of a state or its political  subdivisions for
               the benefit of its  employees,  if such plan has total  assets in
               excess of $5,000,000; employee benefit plan within the meaning of
               the  Employee  Retirement  Income  Security  Act of  1974  if the
               investment  decision is made by a plan  fiduciary,  as defined in
               section  3(21) of such Act,  which is either a bank,  savings and
               loan association,  insurance  company,  or registered  investment
               adviser,  or if the  employee  benefit  plan has total  assets in
               excess of $5,000,000 or, if a self-directed plan, with investment
               decisions made solely by persons that are accredited investors;

          (2)  Any private  business  development  company as defined in section
               202(a)(22) of the Investment Advisers Act of 1940;



<PAGE>



          (3)  Any organization  described in Section  501(c)(3) of the Internal
               Revenue  Code,  corporation,  Massachusetts  or similar  business
               trust,  or  partnership,  not formed for the specific  purpose of
               acquiring the securities offered,  with total assets in excess of
               $5,000,000;

          (4)  Any director, executive officer, or general partner of the issuer
               of the  securities  being  offered  or  sold,  or  any  director,
               executive  officer,  or general  partner of a general  partner of
               that issuer;

          (5)  Any natural person whose individual net worth, or joint net worth
               with that person's  spouse,  at the time of his purchase  exceeds
               $1,000,000;

          (6)  Any  natural  person  who had an  individual  income in excess of
               $200,000  in each of the two most  recent  years or joint  income
               with that person's  spouse in excess of $300,000 in each of those
               years  and has a  reasonable  expectation  of  reaching  the same
               income level in the current year;

          (7)  Any trust, with total assets in excess of $5,000,000,  not formed
               for the specific  purpose of acquiring  the  securities  offered,
               whose purchase is directed by a sophisticated person as described
               in ss.230.506(b)(2)(ii); and

          (8)  Any  entity  in which all of the  equity  owners  are  accredited
               investors.

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

(C)       Exchange Act:    The Securities Exchange Act of 1934, as amended.

(D)       Exchange Act Reports:  The reports on Commission Forms 10-SB,  10-KSB,
          10-QSB and 8-K and Commission  Schedules 14A and 14C, that AmeriNet is
          required to file  pursuant to Sections  13, 14, 15(d) and 12(g) of the
          Exchange Act.

(E)       Florida Act:     The Florida Securities and Investor Protection Act.

(F)       Florida Rule:    Florida Rule 3E-500.005,  which  provides as follows:
                           Disclosure requirements of Section   517.061(11)(a)3,
                           Florida Statutes.

          (1)  Transactions  by an  issuer  which  do  not  satisfy  all  of the
               conditions of this rule shall not raise any presumption  that the
               exemptions provided by Section  517.061(11),  Florida Statutes is
               not available for such  transactions.  Attempted  compliance with
               this rule does not act as an election;  the issuer can also claim
               the  availability  of  Section  517.061(11),   Florida  Statutes,
               outside this rule.

          (2)  The determination as to whether sales of securities are part of a
               larger  offering (i.e.,  are deemed to be integrated)  depends on
               the particular facts and  circumstances.  In determining  whether
               sales  should be regarded as part of a larger  offering  and thus
               should be  integrated,  the  facts  described  in Rule  3E-500.01
               should be considered.

          (3)  Although  sales made  pursuant  to Section  517.061(11),  Florida
               Statutes,  and in compliance  with this rule, are exempt from the
               registration  provisions  of this Act,  such  exemption  does not
               avoid the antifraud  provisions of Sections  517.301 and 517.311,
               Florida Statutes.

          (4)  The  provisions  of this rule shall  apply  only to  transactions
               which are consummated with persons in the State of Florida.




<PAGE>



          (5)  The requirements of Sections 517.061(11)(a)(3), Florida Statutes,
               that each purchaser,  or his  representative  be provided with or
               given  reasonable  access  to full  and  fair  disclosure  of all
               material  information  shall be deemed to be  satisfied if either
               paragraphs (5)(a) or (5)(b) are complied with:

               (a)  Access to or Furnishing of  Information.  Reasonable  access
               to, or the furnishing of, material information shall be deemed to
               have been  satisfied  if prior to the sale a  purchaser  is given
               access to the following information:

                    1.   All material books and records of the issuer; and

                    2.   All material  contracts and  documents  relating to the
                    proposed transaction; and

                    3.   An  opportunity to question the  appropriate  executive
                    officers or partners. ....

          (6)  In the  case  of an  issuer  that  is  subject  to the  reporting
               requirements  of Section 13 or 15(d) of the  Securities  Exchange
               Act of 1934,  the  provisions  of  paragraph  (5)(b) of this rule
               shall be deemed satisfied by providing the following:

               (a)  The  information  contained in the annual report required to
               be  filed  under  the  Securities  Exchange  Act  of  1934  or  a
               registration  statement on Form S-1 under the  Securities  Act of
               1933,  whichever  filing is the most recent required to be filed,
               and the information  contained in any definitive  proxy statement
               required  to be filed  pursuant  to Section 14 of the  Securities
               Exchange Act of 1934 and in any reports or documents  required to
               be filed by the issuer  pursuant to Section 13(a) or 15(d) of the
               Securities  Exchange Act of 1934, since the filing of such annual
               report or registration statement; and

               (b)  A brief description of the securities being offered, the use
               of the proceeds  from the offering,  and any material  changes in
               the issuer's  affairs  which are not  disclosed in the  documents
               furnished.

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


                                   Article II
                                   Conversion

(A)  ABC hereby converts  $________ of the AmeriNet Debt into shares of AmeriNet
     unregistered  Preferred  Stock, at a conversion  price of $_____ per share,
     the transaction  being effected without  registration  under the Securities
     Act or the Florida Act, based on the exemption from  registration  provided
     by  Section  4(6) of the  Securities  Act and  Section  517.061(11)  of the
     Florida Act.

(B)  In consideration for ABC' conversion of the AmeriNet Debt,  AmeriNet hereby
     agrees  to  issue to ABC the  ____  shares  of  AmeriNet'  Preferred  Stock
     subscribed for hereby.

(C)  As a  material  inducement  to  AmeriNet's  consideration  of ABC' offer to
     convert AmeriNet Debts into the ABC' shares,  ABC represents,  warrants and
     covenants to AmeriNet, as follows:



<PAGE>



          (1)  ABC  is  familiar  with  the  requirements  for  treatment  as an
               "accredited  investor" under Regulation D and Section 4(6) of the
               Securities  Act and  meets one or more of the  definitions  of an
               "accredited  investor" contained in Rule 501(a) promulgated under
               authority of Securities  Act and has,  alone or together with its
               advisors  or   representatives,   if  any,  such   knowledge  and
               experience in financial matters that ABC is capable of evaluating
               the relative risks and merits of this  subscription,  the text of
               Rule 501(a) being set forth, in full, above;

          (2)  ABC  acknowledges  that it  has,  based  on its  own  substantial
               experience, the ability to evaluate the transactions contemplated
               hereby  and the  merits  and risks  thereof  in  general  and the
               suitability of the transaction for it in particular;

          (3)  (a)  ABC  understands  that the offer and  issuance  of  AmeriNet
                    Stock is being made in reliance on ABC's representation that
                    it has  reviewed  AmeriNet's  Exchange  Act Reports and, has
                    become  familiar  with the  information  disclosed  therein,
                    including that contained in exhibits filed therewith.

               (b)  ABC is fully aware of the  material  risks  associated  with
                    becoming an investor in AmeriNet  and  confirms  that it was
                    previously  informed that all  documents,  records and books
                    pertaining  to this  investment  have  been  available  from
                    AmeriNet   and  that  all   documents,   records  and  books
                    pertaining  to this  transaction  requested  by it have been
                    made available to it;

          (4)  ABC  has  had an  opportunity  to ask  questions  of and  receive
               answers  from the officers of AmeriNet  concerning  the terms and
               conditions of this  Agreement and the  transactions  contemplated
               hereby, as well as the affairs of AmeriNet and related matters;

          (5)  ABC has  had an  opportunity  to  obtain  additional  information
               necessary to verify the accuracy of the  information  referred to
               in  subparagraphs  (a),  (b),  (c) and (d) hereof,  as well as to
               supplement the information in the Exchange Act Reports;

          (6)  ABC has  represented to AmeriNet that it has the general  ability
               to bear the risks of the  subject  trans  action and that it is a
               suitable  investor for a private  offering and ABC hereby affirms
               the  correctness  of such  information  to  AmeriNet,  including,
               without  limitation,  the  representations  in  the  form  of the
               investment  letter  annexed  hereto  and  made a part  hereof  as
               exhibit 3(D)(6);

          (7)  ABC acknowledges and is aware that:

               (a)  The  AmeriNet  Stock  is a  speculative  investment  with no
                    assurance   that   AmeriNet  will  be   successful,   or  if
                    successful, that such success will result in payments to ABC
                    or to  realization of capital gains by ABC on disposition of
                    the AmeriNet Stock; and

               (b)  The  AmeriNet  Stock  to  be  issued  to  it  has  not  been
                    registered  under  the  Securities  Act or under  any  state
                    securities  laws,  accordingly  ABC may  have  to hold  such
                    Preferred  Stock and may not be able to  liquidate,  pledge,
                    hypothecate, assign or transfer it;

          (8)  ABC has obtained  its own opinion  from its legal  counsel to the
               effect that after an examination of the  transactions  associated
               herewith and the  applicable  law, no action needs to be taken by
               either ABC or AmeriNet in conjunction with this Agreement and the
               issuance of the AmeriNet  Stock in conjunction  therewith,  other
               than such  actions as have  already been taken in order to comply
               with the securities law  requirements  of ABC' state of domicile,
               including the safe harbor provided in conjunction with compliance
               with the Florida Rule; and

          (9)  (a)  The   certificates   for  the   AmeriNet   Stock  will  bear
                    restrictive  legends and  AmeriNet's  transfer agent will be
                    instructed  not to transfer  the subject  securities  unless
                    they  have  been  registered  pursuant  to  Section 6 of the
                    Securities Act or an opinion of counsel to ABC  satisfactory
                    to legal  counsel to AmeriNet and  AmeriNet's  president has
                    been provided, to the effect that the



<PAGE>



                    proposed    transaction   is   exempt   from    registration
                    requirements imposed by the Securities Act, the Exchange Act
                    and any applicable state or foreign laws.

               (b)  The  legend   shall  read  as   follows:   "The   securities
                    represented   by  this   certificate   were  issued  without
                    registration  under the  Securities Act of 1933, as amended,
                    or  comparable  state laws in reliance on the  provisions of
                    Section  4(6)  of  such  act,  and   comparable   state  law
                    provisions.  These securities may not be transferred pledged
                    or  hypothecated  unless  they are  first  registered  under
                    applicable   federal,   state  or  foreign   laws,   or  the
                    transaction   is   demonstrated   to  be  exempt  from  such
                    requirements to AmeriNet's satisfaction."



                                   Article III
                               General Provisions

3.1      Interpretation.

(A)  When a reference is made in this  Agreement to Schedules or Exhibits,  such
     reference  shall be to a  Schedule  or  Exhibit  to this  Agreement  unless
     otherwise indicated.

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

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

(D)  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.

(E)  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.

(F)  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.

3.2      Notice.

(A)  All notices,  demands or other  communications  given hereunder shall be in
     writing  and shall be deemed to have been duly given on the first  business
     day after mailing by United States  registered  or certified  mail,  return
     receipt requested, postage prepaid, addressed as follows:

          (1) To AmeriNet:

                            AmeriNet Group.com, Inc.
        Crystal Corporate Center; 2500 North Military Trail, Suite 225-C;
                           Boca Raton, Florida 33431
                          Attention: Edward C. Dmytryk
                  Telephone (561) 998-3435, Fax (561) 998-3425;
                       and, e-mail ed@amerinetgroup.com;

          (2) ABC:

                                 ABC Limited LTD
                                     Address





<PAGE>




     or such other address or to such other person as any Party shall  designate
     to the other for such purpose in the manner hereinafter set forth.

(B)  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.

(C)   (1) The Parties  acknowledge  that the Yankee  Companies,  Inc., a Florida
          corporation  ("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.

      (2) Yankees has advised ABC and AmeriNet to retain  independent  legal and
          accounting  counsel to review  this  Agreement  and its  exhibits  and
          incorporated materials on their behalf.

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

3.3  Merger of All Prior Agreements Herein.

(A)  This instrument, together with the instruments referred to herein, contains
     all of the understandings and agreements of the Parties with respect to the
     subject matter discussed herein.

(B)  All prior agreements whether written or oral are merged herein and shall be
     of no force or effect.

3.4      Survival.

     The  several  representations,  warranties  and  covenants  of the  Parties
     contained herein shall survive the execution hereof and the  Reorganization
     and shall be effective  regardless of any investigation  that may have been
     made or may be made by or on behalf of any Party.

3.5      Severability.

     If any provision or any portion of any provision of this  Agreement,  other
     than one of the conditions  precedent or subsequent,  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.

3.6      Governing Law.

     This Agreement  shall be construed in accordance  with the  substantive and
     procedural  laws of the  State of  Florida  (other  than  those  regulating
     taxation and choice of law).

3.7      Indemnification.

(A)  Each  Party  hereby  irrevocably  agrees  to  indemnify  and hold the other
     Parties harmless from any and all liabilities and damages  (including legal
     or other expenses incidental thereto), contingent,  current, or inchoate to
     which they or any one of them may become  subject as a direct,  indirect or
     incidental  consequence  of any  action by the  indemnifying  Party or as a
     consequence  of the  failure  of the  indemnifying  Party  to act,  whether
     pursuant to requirements of this Agreement or otherwise.

(B)  In the event it becomes  necessary  to enforce  this  indemnity  through an
     attorney,  with or  without  litigation,  the  successful  Party  shall  be
     entitled  to  recover  from the  indemnifying  Party,  all  costs  incurred
     including reasonable attorneys' fees throughout any negotiations, trials or
     appeals, whether or not any suit is instituted.




<PAGE>



3.8  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  shall,  to the  extent  legally  permitted,  be held in
     Broward  County,  Florida,  and the  prevailing  Party shall 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
     shall,  at the request of any Party,  be exclusively  resolved  through the
     following procedures:

     (1)  (a)       First,  the issue shall be submitted  to mediation  before a
                    mediation service in Broward County,  Florida to be selected
                    by lot from four alternatives to be provided, two by ABC and
                    two by AmeriNet; and

          (b)       The mediation efforts shall 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 shall submit the
          dispute to binding  arbitration before an arbitration  service located
          in  Broward  County,   Florida  to  be  selected  by  lot,  from  four
          alternatives to be provided, two by ABC and two by AmeriNet.

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

           (b)      Expenses of mediation,  if  unsuccessful  and of arbitration
                    shall 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  shall be borne  equally  by the
                    Parties involved.

3.9      Benefit of Agreement.

     The terms and provisions of this Agreement  shall be binding upon and inure
to  the  benefit  of  the   Parties,   their   successors,   assigns,   personal
representatives,  estate, heirs and legatees but are not intended to confer upon
any other person any rights or remedies hereunder.

3.10     Further Assurances.

     The Parties agree to do,  execute,  acknowledge  and deliver or cause to be
done,  executed,  acknowledged  or  delivered  and to perform  all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances,  stock certificates and other documents,  as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.

3.11  Counterparts.

(A)  This Agreement may be executed in any number of counterparts.

(B)  All executed  counterparts  shall constitute one Agreement  notwithstanding
     that  all  signatories  are not  signatories  to the  original  or the same
     counterpart.

(C)  Execution by exchange of  facsimile  transmission  shall be deemed  legally
     sufficient to bind the signatory; however, the Parties shall, for aesthetic
     purposes, prepare a fully executed original version of this Agreement which
     shall be the document  filed with the  Commission in  conjunction  with the
     contemplated filing of AmeriNet' Form 10-KSB under the Exchange Act.




<PAGE>



3.12  License.

(A)  This form of agreement  is the property of Yankees and has been  customized
     for this transaction with the consent of Yankees.

(B)  The use of this form of  agreement  by the  Parties  is  authorized  hereby
     solely for purposes of this transaction.

(C)  The use of this form of  agreement  or of any  derivation  thereof  without
     Yankees' prior written permission is prohibited.


     In Witness  Whereof,  AmeriNet  and ABC have  caused this  Agreement  to be
executed by themselves or their duly authorized  respective officers,  all as of
the last date set forth below:

Signed, sealed and delivered
         In Our Presence:
                                                    AmeriNet Group.com, Inc.
_________________________________                   (A Delaware corporation)

_________________________________         By:      _____________________________
                                                  Edward C. Dmytryk, President
         (Corporate Seal)
                                          Attest:  _____________________________
                                                   Vanessa H. Lindsey, Secretary
Dated:   ____________, 200_

State of Florida           }
County of Palm Beach       } ss.:

     On this ___ day of __________,  200_, before me, a notary public in and for
the  county and state  aforesaid,  personally  appeared  Edward C.  Dmytryk  and
Vanessa  H.  Lindsey,  to me  known,  and  known to me to be the  president  and
secretary of AmeriNet Group.com, Inc., the above-described  corporation,  and to
me  known  to  be  the  persons  who  executed  the  foregoing  instrument,  and
acknowledged  the execution  thereof to be their free act and deed, and the free
act and deed of AmeriNet  Group.com,  Inc.,  for the uses and  purposes  therein
mentioned.

     In witness  whereof,  I have  hereunto  set my hand and affixed my notarial
seal the day and year in this  certificate  first above  written.  My commission
expires the ___day of ______________, ____.

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




<PAGE>



                                                          ABC Company
---------------------------------

_________________________________         By:      _____________________________

         (Corporate Seal)

Dated:   ______________________, 200_

State of Florida           }
County of Palm Beach       } ss.:

     On this ___ day of ________,  200_,  before me, a notary  public in and for
the county and state aforesaid,  personally appeared  _________________.,  to me
known,  and  known  to  me  to  be  the  managing  agent  of  ABC  Company,  the
above-described  corporation,  and to me known to be the person who executed the
foregoing  instrument,  and acknowledged the execution  thereof to be their free
act and  deed,  and the  free  act and  deed of ABC  Company,  for the  uses and
purposes therein mentioned.

     In witness  whereof,  I have  hereunto  set my hand and affixed my notarial
seal the day and year in this  certificate  first above  written.  My commission
expires the ___day of _______________, ____.

         (Seal)
                                                   ----------------------------
                                                            Notary Public


<PAGE>



                                 Exhibit 3(D)(6)
                             ABC' Investment Letter

___________________, 200_

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

Re.:     Conversion of AmeriNet's Obligations for AmeriNet's Securities

Dear Sir:

     I hereby certify and warrant that the ABC Company, a __________ corporation
("ABC") for which  _______________,  is relinquishing all rights to repayment of
$______,  together  with  accrued  interest,  owed to ABC by  AmeriNet,  Inc., a
Delaware  corporation  ("AmeriNet") in consideration  for the issuance to ABC of
______ shares of AmeriNet's  Preferred Stock (the "AmeriNet  Stock,").  I hereby
certify  under penalty of perjury that upon receipt of the AmeriNet  Stock,  ABC
will be acquiring  it for its own account for  investment  purposes  without any
intention of selling or distributing all or any part thereof, except in the form
of permissible  distributions to its stockholders.  I represent and warrant that
ABC qualifies as an  accredited  investor (s that term is defined in Rule 501(a)
of Regulation D promulgated  under  authority of the  Securities Act of 1933, as
amended [the "Securities  Act"]) and that I, on ABC behalf,  am sophisticated in
financial  affairs,  or have  relied on the advice of someone  sophisticated  in
financial affairs, and ABC is able to bear the economic risks of this investment
and I do not have any reason to  anticipate  any  change in ABC'  circumstances,
financial or otherwise,  or any other particular  occasion or event which should
cause  ABC to  sell  or  distribute,  or  necessitate  or  require  its  sale or
distribution of the AmeriNet  Stock. No one other than ABC and its  stockholders
has any beneficial interest in the AmeriNet Stock.

     I further  certify that I have consulted with ABC' legal counsel who, after
having  been  apprized  by  me  of  all  the  material  facts  surrounding  this
transaction,  opined to ABC, for the benefit of AmeriNet,  that this transaction
was being effected in full  compliance  with the applicable  securities  laws of
ABC' state of  domicile,  based on the  exemption  provided  by Rule  3E-500.005
promulgated  under  authority of Section  517.061(11)  of the  Securities Act of
Florida.

     I agree that ABC will in no event sell or  distribute  any of the  AmeriNet
Stock unless in the opinion of AmeriNet's  counsel  (based on an opinion of ABC'
legal counsel) the AmeriNet Stock may be legally sold without registration under
the  Securities  Act,  and/or  registration  and/or  other  qualification  under
then-applicable  State and/or Federal statutes, or the AmeriNet Stock shall have
been so registered and/or qualified and an appropriate prospectus, shall then be
in effect.

     I am fully  aware that the  AmeriNet  Stock is being  offered and issued by
AmeriNet  to ABC in reliance on the  exemption  provided by Section  4(6) or the
Securities  Act which  exempts  the sale of  securities  by an issuer  solely to
accredited  investors,  based on my  certifications  and warranties on behalf of
ABC.

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

     I acknowledge by my execution  hereof that ABC has had access to AmeriNet's
Exchange Act Reports, books, records and properties, and have inspected the same
to my full and complete  satisfaction  prior to ABC' acquisition of the AmeriNet
Stock.  I represent  and warrant that because of my  experience  in business and
investments, I am competent to make an informed investment decision with respect
thereto on the basis of my inspection of AmeriNet's  records and my  questioning
of AmeriNet's officers.


<PAGE>


Edward C. Dmytryk
_____________, 200_


     I further certify that ABC' domicile is located at the address set forth in
the Agreement.


                                Very truly yours,

                                   ABC Company



                                  Name & Title



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