Exhibits

                        Superseder & Exchange Agreement

This Superseder & Exchange  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");  The Yankee Companies,  Inc., a Florida  corporation  ("Yankees");
Wriwebs.com,  Inc., a Florida corporation ("WRI");  and, Michael A. Caputa ("Mr.
Caputa;"  AmeriNet,  Yankees,  WRI and Mr.  Caputa being  sometimes  hereinafter
collectively referred to as the "Parties" or generically as a "Party").

                                    Preamble:

     WHEREAS,  Mr.  Caputa was the  promoter,  parent,  founder and  controlling
stockholder of Wriwebs.com,  Inc., a former Florida  corporation that was merged
into American Internet Technical Center,  Inc., a Florida corporation ("Old WRI"
and "American Internet," respectively) and currently serves as a member of WRI's
board of directors and as WRI's  president and chief executive  officer,  and in
such roles, on November 11, 1999, participated in a reorganization involving the
merger of Old WRI into American  Internet,  a subsidiary of AmeriNet pursuant to
Code  Section  368(a)(2)(D),  as a result of which Old WRI, by  operation of law
became, an integrated component of American Internet,  which became WRI; and all
of Old WRI's  capital  stock was  converted  into 500,380  shares of  AmeriNet's
common stock (the "Old WRI Stockholders' AmeriNet Shares"); and

     WHEREAS,  AmeriNet has loaned WRI $512,217 in expansion and operating funds
(the "AmeriNet Loans") but WRI has been unable to meet the projections  pursuant
to which the AmeriNet  Loans were  provided,  and  AmeriNet  advised WRI that it
would not make any further funds available to it; and

     WHEREAS,  WRI, Mr. Caputa and AmeriNet  submitted  their  disagreements  to
mediation  and have agreed to amicably  resolve their  differences  as set forth
below; and

     WHEREAS, in order to induce Yankees,  which serves as strategic  consultant
to AmeriNet and as its  principal  creditors,  to release a lien on all of WRI's
assets and  securities  which  Yankees  currently  holds,  AmeriNet and WRI have
requested that Yankees accept the consideration set forth below; and

     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,  will 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.  "Accredited  investor" will 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;

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               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;

          (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)

          (1)  Aggregate  AmeriNet  Investment:  All  sums  invested  in  WRI by
               AmeriNet, including funds advanced, liabilities paid directly and
               the aggregate amount of the AmeriNet Loans  immediately  prior to
               the Closing.

          (2)  Class A Bonds  The  loan  vehicle  to be  provided  by New WRI to
               Yankees, as described in Article II, Section (D)(3)(d).

(C)       (1)  Closing:  The effectuation of the transactions called for by this
               Agreement,   including  exchange  of  securities,   execution  of
               instruments, stock certificates, stock powers, releases and other
               documents.

          (2)  Closing Date: The date on which the Closing takes place.

(D)  Code:

     The Internal Revenue Code of 1986, as amended.



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(E)  Commission:

     The United States Securities and Exchange Commission

(F)  EDGAR:

     The Commission's  electronic data gathering and retrieval system accessible
     by the public at the  Commission's  website located at  http://www.sec.gov.
     -------------------

(G)  Exchange Act:

     The Securities Exchange Act of 1934, as amended.

(H)  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.

(I)  Florida Act:

     The Florida Securities and Investor Protection Act

(J)  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 will 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 will apply only to transactions which
               are consummated with persons in the State of Florida.

          (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  will 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  will 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.


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          (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 will
               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 [CCH Federal  Securities
                    Law  Reporter  P. 7121 ] 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.

(K)       (1)  American Internet:

               WRI prior the merger with Old WRI.

          (2)  New WRI:

               WRI, as structured immediately following the Closing.

          (3)  Old WRI:

               Wriwebs.com,  Inc.,  a Florida  corporation  with an  independent
               existence  prior to  November  11,  1999,  which was merged  into
               American Internet.

         (4)   WRI:

               The corporation  that survived the merger of Old WRI and American
               Internet.

(L)  Reorganization:

     The corporate  events  effected in reliance on Section  368(a)(2)(D) of the
     Code which took place on or about November 11, 1999, between AmeriNet,  WRI
     Acquisition  and Old WRI,  as a result of which WRI  became a wholly  owned
     subsidiary  of AmeriNet and the former Old WRI  securities  holders  became
     AmeriNet securities holders.

(M)  Reorganization Agreement:

     The agreement  between  AmeriNet and all of the former  stockholders of Old
     WRI closed on or about  November 11,  1999,  pursuant to Old WRI was merged
     into American  Internet  creating WRI, all of the Old WRI  securities  were
     converted into AmeriNet securities and WRI became a wholly owned subsidiary
     of AmeriNet, a copy of the Reorganization  Agreement having been filed with
     the Commission at its EDGAR website.

(N)  Securities Act:

     The Securities Act of 1933, as amended.

(O)  Service:

     The United States Internal Revenue Service.

(P)  All undefined  financial  terms will have the meanings  ascribed to them by
     generally  accepted  accounting  practices,  consistently  applied  on  the
     accrual  basis of  accounting,  as  modified  by  rules  of the  Commission
     including Regulations SB and SK.


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<PAGE>



(Q)  Additional  terms  characterized  by initial capital letters are defined in
     this Agreement immediately following their first use.


                                   Article II
                              Operative Provisions

     Subject to the condition precedent that all actions required to be taken in
order  to  comply  with the  securities  and  other  laws of each  state  having
jurisdiction over the transactions called for under this Agreement,  the Parties
hereby agree as follows:

(A)  Mr. Caputa hereby agrees to:

     (1)  Immediately   return  all  of  the  AmeriNet  Shares  he  received  in
          conjunction with the merger of Old WRI into American Internet (500,380
          shares),  and any other  securities or  distributions he received as a
          consequence of having held AmeriNet  Shares,  to AmeriNet and to waive
          any  obligations of any kind that AmeriNet or its  affiliates  have to
          him or to any of his affiliates; and

     (2)  Release AmeriNet and its affiliates from any obligations to him or his
          affiliates,  from the  beginning  of time  until the  Closing  on this
          Agreement,  other  than the  obligations  specifically  undertaken  by
          AmeriNet pursuant to this Agreement.

(B)  In consideration for return of Mr. Caputa's AmeriNet Shares,  the covenants
     of New  WRI set  forth  below  and the  other  actions  performed  or to be
     performed by Mr.  Caputa,  WRI and New WRI, as required by this  Agreement,
     AmeriNet hereby agrees to:

     (1)  (a)  Convert the WRI Loans to additional paid in capital of New WRI;

          (b)  Cause a  recapitalization  of WRI  prior to  Closing  so that its
               authorized  securities are forward split from 7,500 shares, $1.00
               per  share  par value (as is the  current  case),  to  15,000,000
               shares, $0.0005 par value per share (the "New WRI Shares";

          (c)  At Closing, convey to:

               1.   Mr. Caputa,  3,875,000 of the New WRI Shares, in reliance on
                    the exemptive  provisions of Section 4(6) of the  Securities
                    Act and the Florida Rule;

               2.   Jeffrey B. Levy,  Esquire,  New WRI's general  counsel ("Mr.
                    Levy"),  500,000 of the New WRI  Shares,  in reliance on the
                    exemptive  provisions of Section 4(6) of the  Securities Act
                    and the Florida Rule;

               3.   A  qualified  stock plan  under the Code for the  benefit of
                    employees of New WRI not directly or  indirectly  related to
                    Mr.  Caputa (the  "Employee  Plan"),  250,000 of the New WRI
                    Shares,  in reliance on the exemptive  provisions of Section
                    4(6) of the Securities Act and the Florida Rule; and

               4.   Yankees, 1,500,000 of the New WRI Shares, in reliance on the
                    exemptive  provisions of Section 4(6) of the  Securities Act
                    and the Florida Rule, in consideration of Yankees release of
                    all the New WRI Shares from its lien, provided that all such
                    shares will be included in the first notification  statement
                    or  registration  statement on  Commission  Form SB-2 (or if
                    eligible,  Form SB-1, or any successor  forms thereto) filed
                    for or on behalf of New WRI with the Commission.

          (d)  After  registration  of the New WRI  Shares  with the  Commission
               pursuant to Section 12(g) of the Act, as required below, then:


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               1.   If legally permitted pursuant to Staff Legal Bulletin Number
                    5  of  the  Commission's   Division  of  Corporate  Finance,
                    distribute  1,375,000  of the New WRI  Shares to  AmeriNet's
                    stockholders  of  record  as of the  earliest  date  legally
                    permitted  under  applicable   Delaware  corporate  law  and
                    applicable  securities  laws  and  regulations,   including,
                    without  limitation,  Commission Rule 10b-17;  or, if not so
                    legally permitted

               2.   Distribute  1,500,000  of the New WRI  Shares to  AmeriNet's
                    stockholders  of  record  as of the  earliest  date  legally
                    permitted  under  applicable   Delaware  corporate  law  and
                    applicable  securities  laws  and  regulations,   including,
                    without  limitation,  Commission  Rule  10b-17,  after their
                    registration  with  the  Commission  on Form  SB-2  (or,  if
                    legally   available,   Form  SB-1  or  any  successor  forms
                    thereto), as required below.

          (e)  Transfer  the  remaining  7,500,000  New WRI  Shares  to Mark C.,
               Perry,  Esquire,  as escrow  agent for the parties  (the  "Escrow
               Agent"), for release on the following terms:

               1.   2,500,000 of the New WRI Shares  (less up to 250,000  shares
                    that Mr. Caputa may, in his discretion,  instead allocate to
                    the Employee Plan) will be conveyed to Mr. Caputa,  if prior
                    to December  31,  2001,  New WRI attains  and  documents  in
                    audited  financial  statements for New WRI,  prepared on the
                    accrual  basis and in  accordance  with  GAAP,  consistently
                    applied,   and,   Commission   Regulations   SB  or  SK,  as
                    applicable,  net, pre-tax profits (excluding interest on the
                    Class A Bonds) of $50,000 for the first complete fiscal year
                    following the Closing;

               2.   2,500,000 of the New WRI Shares  (less up to 250,000  shares
                    that Mr. Caputa may, in his discretion,  instead allocate to
                    the Employee Plan) will be conveyed to Mr. Caputa,  if prior
                    to December  31,  2002,  New WRI attains  and  documents  in
                    audited  financial  statements for New WRI,  prepared on the
                    accrual  basis and in  accordance  with  GAAP,  consistently
                    applied,   and,   Commission   Regulations   SB  or  SK,  as
                    applicable,  net, pre-tax profits (excluding interest on the
                    Class A Bonds) of  $75,000  for the second  complete  fiscal
                    year following the Closing;

               3.   2,500,000 of the New WRI Shares  (less up to 250,000  shares
                    that Mr. Caputa may, in his discretion,  instead allocate to
                    the Employee Plan) will be conveyed to Mr. Caputa,  if prior
                    to December  31,  2003,  New WRI attains  and  documents  in
                    audited  financial  statements for New WRI,  prepared on the
                    accrual  basis and in  accordance  with  GAAP,  consistently
                    applied,   and,   Commission   Regulations   SB  or  SK,  as
                    applicable,  net, pre-tax profits (excluding interest on the
                    Class A Bonds) of  $112,500  for the third  complete  fiscal
                    year following the Closing;

               4.   During  any of the years  that New WRI  fails to attain  the
                    foregoing net, pre-tax  profits,  the shares that would have
                    been  conveyed  to Mr.  Caputa  will  instead be issued as a
                    stock dividend to all of WRI's  stockholders of record as of
                    the earliest  date after  determination  that Mr. Caputa was
                    not  entitled  to  distribution   legally   permitted  under
                    applicable  Florida corporate law and applicable  securities
                    laws  and  regulations,   including,   without   limitation,
                    Commission  Rule  10b-17,  such  distribution,   if  legally
                    permitted,   to  be  made  in  reliance  on  the   exemptive
                    provisions set forth in Staff Legal Bulletin Number 5 of the
                    Commission's  Division of Corporate  Finance,  or otherwise,
                    after  registration  with the Commission on Commission  Form
                    SB-2 or any successor form thereto.

(C)  In consideration  for the Agreements of Mr. Caputa and AmeriNet in Sections
     2(A) and 2(B), New WRI hereby agrees as follows:



                                    Page 10
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     (1)  It will take all actions required by it in order to assure  compliance
          with the  provisions  of  Sections  2(A)  and 2(B) of this  Agreement,
          including  requirements  for  registration  of its securities with the
          Commission  under Section 12(g) of the Exchange Act,  Section 5 of the
          Securities  Act  and  any   applicable   state   securities   laws  or
          regulations.

     (2)  It  will  refrain  from  taking  any  action  that  would  violate  or
          facilitate the violation of any of the provisions of Sections 2(A) and
          2(B) of this Agreement;

     (3)  It hereby waives any obligations of any kind that AmeriNet, Yankees or
          their affiliates have to it, and releases AmeriNet,  Yankees and their
          affiliates  from any  obligations  to it, from the  beginning  of time
          until  the  Closing  on this  Agreement,  other  than the  obligations
          specifically  undertaken  by  AmeriNet  and  Yankees  pursuant to this
          Agreement.

     (4)  It will, on a continuing basis,  assure that a designee of AmeriNet is
          a full voting member of the new WRI board of directors.

     (5)  For a period of two years following the Closing:

          (a)  No  additional  New WRI  securities  will be authorized or issued
               without  the prior  written  consent  of  AmeriNet  and  Yankees,
               provided, however, that: such consent may not be withheld:

               1.   As to up to 250,000 shares per year issuable to the Employee
                    Plan pursuant to the provisions of this Agreement,  provided
                    that no such shares may be issued without a required vesting
                    period of at least one year; and

               2.   If the  authorization  or  issuance  would  not  result in a
                    decrease in either the net  tangible  value per share or the
                    stockholders' equity per share of New WRI's Capital Stock.

          (b)  New WRI  will  continue  to be  subject  to the  restrictions  on
               affiliated  transactions  imposed by Section 607.0901,  et. seq.,
               Florida Statutes; and

          (c)  AmeriNet,  Yankees and their designees will have a right of first
               refusal  to  subscribe   for  all  future   issuances  of  equity
               securities or securities  convertible  into equity  securities by
               New WRI or its  successors in interest  other than those issuable
               as contemplated by this Agreement (the "Right of First Refusal"),
               such right to be  exercised  within  thirty  business  days after
               receipt  of a notice of a firm  offer,  such  notice to include a
               copy of the  offer  and all  related  materials  (the  "Financing
               Notice").

               1.   Exercise of the right of first  refusal  will be affected by
                    tender of a notice  accepting  the offer and  closing on the
                    exercise will be in accordance with the terms of the offer.

               2.   The failure on any  occasion to exercise  the right of first
                    refusal will not be a waiver of future rights thereto.

               3.   If the right of first refusal is not exercised,  New WRI may
                    accept the third party offer but only in accordance with the
                    terms presented to and declined by AmeriNet and Yankees.

          (d)  Neither New WRI, Mr. Caputa or their affiliates will, directly or
               indirectly,  make any sales of customers or customer data without
               the prior approval of AmeriNet and, AmeriNet will have a right of
               first refusal in conjunction with any such sales.



                                    Page 11
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(D)  In consideration for the New WRI Shares to be issued to Yankees pursuant to
     the terms of this Agreement, Yankees hereby agrees as follows:

     (1)  It will, at Closing,  release its lien on all of WRI's  securities and
          assets,  as required to permit the  effectuation  of the  transactions
          contemplated by this Agreement;  provided,  however, that such release
          will not reduce or affect in any manner,  the  obligations of AmeriNet
          to Yankees for which such lien was granted.

     (2)  It will  make the  services  of its  personnel  available  to New WRI,
          without charge on a reasonable, as required basis, to assist New WRI's
          general  counsel and  auditors  to prepare  and file the  registration
          statements, notifications and reports with the Securities and Exchange
          Commission  called for by this Agreement,  until at least December 31,
          2001.

     (3)  Yankees  hereby  agrees  to loan New WRI up to  $5,000  to pay for the
          actual,  out of pocket  auditing  costs  associated  with  reports  on
          Commission  Forms 10-QSB and up to $15,000 to pay for the actual,  out
          of pocket auditing costs  associated with reports on Commission  Forms
          10-SB or 10-KSB until  December 31 2002,  provided that Mr. Caputa and
          New WRI hereby covenant and agree, as follows

          (a)  Yankees will not provide funds for costs resulting from delays by
               Mr. Caputa,  AmeriNet or New WRI to provide complete and accurate
               information to the auditors or anyone else entitled thereto, on a
               timely basis,  time being of the essence,  all such expenses,  if
               any, to be paid promptly by New WRI and Mr. Caputa;

          (b)  In the  aggregate,  Yankees  will not be required to loan New WRI
               more than $60,000; and

          (c)  Yankees  obligation to make the foregoing loans will terminate in
               the event that New WRI fails to:

               1.   Comply on a timely basis with  applicable  laws,  including,
                    without limitation, applicable securities, internal revenue,
                    communications or trade laws;

               2.   Develop business goals or projections acceptable to Yankees;
                    or

               3.   Meet stated business goals or projections by more than 20%

          (d)  The  loans  called  for by this  Section  will be in the  form of
               purchases  of New WRI  convertible  bonds  (the  "Class A Bonds")
               having the following attributes:

               1.   The Class A Bonds  will be  secured  by all of the assets of
                    New WRI;

               2.   Each Class A Bond will yield interest,  until  maturity,  at
                    the annual rate,  compounded  monthly, of 8% and thereafter,
                    if not  paid  on a  timely  basis,  at the  highest  rate of
                    interest permitted under applicable law;

               3.   Each Class A Bond will be convertible,  at the option of the
                    holder,  into shares of New WRI's capital stock in an amount
                    derived at by dividing the  principal  amount of the Class A
                    Bond plus accrued but unpaid interest and dividing it by the
                    lesser of: 50% of the last  transaction  price for New WRI's
                    common stock as quoted on the OTC Bulletin Board operated by
                    the NASD on the trading day preceding provision of the funds
                    by Yankees  for which the Class A Bond was issued or, 50% of
                    the last  transaction  price for New WRI's  common  stock as
                    quoted on the OTC Bulletin Board operated by the NASD during
                    the trading day preceding  the date Yankees  informs New WRI
                    of its  intention  to exercise  its  conversion  rights (the
                    "Conversion Date"), whichever will result in the issuance of
                    the  greater  number  of New WRI  shares  of  Common  Stock;
                    provided, however, that, if as a result of such


                                    Page 12
<PAGE>



                    conversion  the  aggregate  New  WRI  Common  Stock  held by
                    Yankees  would  exceed  29.99% of the  total New WRI  Common
                    Stock outstanding, then New WRI will have the right, in lieu
                    of permitting  such conversion by written notice of election
                    delivered to the holder within five business days  following
                    the  Conversion  Date,  of paying  the holder a sum equal to
                    150% of the  principal  balance and accrued  interest on the
                    subject  Class  A  Bond,  as of the  Conversion  Date,  such
                    payment to be either:

                    A.   Tendered  within ten business days after the Conversion
                    Date or

                    B.   In ten equal monthly  installments over a period of ten
                    fiscal  months,  commencing  on  the  Conversion  Date,  but
                    yielding  additional interest during such period at the rate
                    of one percent  per month,  subject to  acceleration  in the
                    event that any  installment is not paid when due, time being
                    of the  essence,  and, in the event of  default,  the holder
                    being  entitled to retain all  payments  made as  liquidated
                    damages  and to receipt of twice the number of shares of New
                    WRI Comm  Stock  on  conversion  as the  holder  would  have
                    received  had  conversion  been  effected  on  the  original
                    Conversion  Date,  plus such  other  remedies,  at law or in
                    equity,  as  may  be  awarded  by a  tribunal  of  competent
                    jurisdiction.

               4.   The Class A Bonds  will be due and  payable  in one  balloon
                    installment  of principal and accrued  interest on the 730th
                    day following  the date on which Yankees  tendered the funds
                    for which the Class A Bond was issued.

               5.   The shares of common stock underlying the Class A Bonds will
                    be registered  with the  Commission as required by Section 5
                    of the Securities  Act, using  Commission  Form S-3 within a
                    reasonable time after their issuance,  provided that New WRI
                    is then eligible to use Commission Form S-3.

          (e)  In addition to the foregoing,  in the event that Yankees arranges
               or provides  funding for New WRI  (whether in the form of debt or
               equity) on terms more  beneficial  than  those  reflected  in New
               WRI's current  principal  financing  agreements,  Yankees will be
               entitled, at its election, to either:

               1.   A fee equal to 25% of such savings,  on a continuing  basis;
                    or

               2.   If  Yankees  funding  is  provided  though  Yankees  or  any
                    affiliates  thereof, a discount of 10% from the contemporary
                    offering  price  for the  subject  securities,  if they  are
                    issuable as free trading  securities,  or, a discount of 50%
                    from  the  contemporary   offering  price  for  the  subject
                    securities,  if they are issuable as  restricted  securities
                    (as the term  restricted  is used for  purposes  of SEC Rule
                    144); or

               3.   If  funding  is  provided  by any person or group of persons
                    introduced to New WRI by Yankees or persons  associated with
                    Yankees,  directly  or  indirectly,  but is not  provided by
                    Yankees or its  principals as described in the preceding sub
                    section,  then Yankees  will be entitled to an  introduction
                    fee equal to 5% of the aggregate proceeds so obtained; and

          (f)  In the event that Yankees  generates  business for New WRI, then,
               on any sales resulting  therefrom,  Yankees will be entitled to a
               commission  equal to 10% of the gross  income  derived by New WRI
               therefrom, on a continuing basis.

          (g)  In the event that Yankees or any affiliate  thereof  arranges for
               an acquisition of or by New WRI, then Yankees will be entitled to
               compensation equal to 10% of the compensation paid


                                    Page 13
<PAGE>



               for such  acquisition  payable,  at New WRI's option,  in cash or
               common stock of the surviving or parent publicly held entity,  in
               addition to any  compensation  negotiated  and received  from the
               acquired entity or its affiliates.

          (h)  In the event that New WRI's  operations  are not  successful  and
               they are  terminated in a manner  rendering New WRI as a publicly
               held corporation  without material business  operations,  Yankees
               will have and is hereby irrevocably granted, the right to convert
               any  outstanding   amounts  owed  to  Yankees  by  New  WRI  into
               additional  shares of New WRI's  capital stock of all classes and
               series,  in an amount  sufficient so that after such  conversion,
               Yankees will hold one share more than 50% of all  outstanding and
               reserved shares  (reserved  shares being defined for this purpose
               as shares allocated for future issuance under binding  agreements
               or arrangements [e.g., options,  warrants,  conversion features])
               of each class and series of New WRI capital stock.

          (i)  Upon request of Yankees, New WRI will engage its legal counsel to
               promptly  prepare any reports  which  Yankees is required to file
               with the  Securities  and Exchange  Commission As a result of New
               WRI's  reporting  status,   including   Securities  and  Exchange
               Commission  Forms 3, 4 and 5, Schedules 13(d) and 13(g), and will
               submit  all such  reports to Yankees  for  prompt  execution  and
               timely filing with the  Securities  and Exchange  Commission.  It
               will be the  responsibility of Yankees to provide the information
               required to prepare any such reports to New WRI upon each request
               for preparation of such report and all such information  provided
               by Yankees will be true and correct.

(E)  Notwithstanding  anything in this  Agreement to the  contrary,  without its
     prior  written  consent  the  equity  interest  in  New  WRI  allocated  to
     AmeriNet's  stockholders  and Yankees will not be reduced  below 20% during
     the 365 day period immediately following the Closing, and the aggregate net
     tangible book value of their aggregate  equity  interest,  in the event its
     equity  interest  is  reduced  below 20%  prior to the 730th day  following
     closing,  will  not be less  than a sum  equal  to the  Aggregate  AmeriNet
     Investment,  plus a sum  equal to one  percent  of the  Aggregate  AmeriNet
     Investment  per month,  since the Closing Date,  New WRI being  required to
     issue to the  order of  AmeriNet,  such  additional  shares  of its  equity
     securities  as may be required  from time to time, to maintain such minimum
     aggregate net tangible book value.

(F)  As a material inducement to each Parties entry into this Agreement, each of
     the Parties hereby represents to the others that the representing Party:

     (1)  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  his,  her  or  its  advisors  or
          representatives,  if any, such  knowledge and  experience in financial
          matters that he she or it is capable of evaluating  the relative risks
          and merits of the transactions  contemplated  hereby, the text of Rule
          501(a) being set forth, in full, above;

     (2)  Acknowledges  that he,  she or it has,  based  on his,  her or 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 him, her or it in particular;

     (3)

          (a)  Understands  that the  offer  and  transfer  or  issuance  of the
               securities  involved  is being made in  reliance  on the  Party's
               representation  that he, she or it has reviewed all of AmeriNet's
               reports filed with the  Commission  during the past 12 months and
               posted on the Commission's  Internet web site (www.sec.gov) under
               the EDGAR  Archives sub site,  and has become  familiar  with the
               information  disclosed  therein,   including  that  contained  in
               exhibits filed with such reports;

          (b)  Is fully aware of the material risks  associated with becoming an
               investor  in  New  WRI  and  confirms  that  he,  she  or it  was
               previously informed that all documents, records and books


                                    Page 14
<PAGE>



               pertaining to this  investment  have been  available from WRI and
               that  all  documents,   records  and  books  pertaining  to  this
               transaction  requested by him, her or it have been made available
               to him, her or it;

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

     (5)  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 called for by the Florida Rule;

     (6)  Has represented that he, she or it has the general ability to bear the
          risks of the subject  transaction and that he, she or it is a suitable
          investor for a private  offering and hereby affirms the correctness of
          such information,  including,  without limitation, the representations
          in the form of the investment  letters  annexed hereto and made a part
          hereof as exhibit 3(E)(6), an original of which (bearing modifications
          required  to  personalize  the  letter  as to  gender,  etc.,  will be
          executed by such Party and tendered to New WRI  concurrently  with the
          Closing;

     (7)  Is aware that:

          (a)  The  securities  involved are a  speculative  investment  with no
               assurance that New WRI will be successful, or if successful, that
               such  success  will  result  in  payments  to  such  Party  or to
               realization  of capital gains by such Party on disposition of the
               securities involved; and

          (b)  The  securities  to be  issued  to him,  her or it have  not been
               registered under the Securities Act or under any state securities
               laws, accordingly such Party may have to hold such securities and
               may not be able to  liquidate,  pledge,  hypothecate,  assign  or
               transfer them;

     (8)  Has  obtained  his,  her or its own opinion  from his,  her or its own
          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 any Party in conjunction  with this Agreement and
          the  issuance of the  securities  involved in  conjunction  therewith,
          other than such  actions as have already been taken in order to comply
          with the  securities  law  requirements  of his,  her or its  state of
          domicile; and

     (9)  (a)  Except for shares  issued in  reliance  on Staff  Legal  Bulletin
               Number 5 of the  Commission's  Division of  Corporate  Finance or
               registered with the Commission,  certificates  for the securities
               involved  will bear  restrictive  legends and New WRI's  transfer
               agent will be instructed  not to transfer the subject  securities
               unless  they have been  registered  pursuant  to Section 5 of the
               Securities   Act  or  an   opinion   of  counsel  to  such  Party
               satisfactory  to legal  counsel  to New WRI and New  WRI's  chief
               executive  officer  has been  provided,  to the  effect  that the
               proposed  transaction  is exempt from  registration  requirements
               imposed  by  the  Securities   Act,  the  Exchange  Act  and  any
               applicable state or foreign laws;

          (b)  The legend will read  substantially  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 New WRI's satisfaction."




                                    Page 15
<PAGE>



                                   Article III
                      Superseder, Mutual Releases & Closing

(A)  The terms of this  Agreement  supersede  the terms of all other  agreements
     between  AmeriNet,  WRI and Mr. Caputa and their  affiliates,  all of which
     will be  henceforth  null and void as if they had never been entered  into,
     this Agreement being deemed a novation,  settlement accord and satisfaction
     of all such prior agreements.

(B)  In  consideration  for  the  exchange  of  covenants  reflected  above  but
     excepting only the obligations created by this Agreement, AmeriNet, WRI and
     Mr. Caputa hereby each release,  discharge and forgive the other,  and each
     of the others'  subsidiaries,  affiliates,  members,  officers,  directors,
     partners,  agents  and  employees  from  any and all  liabilities,  whether
     current  or  inchoate,  from the  beginning  of time until the date of this
     Agreement.

(C)  The   transactions   contemplated   by  this   Agreement,   including   the
     recapitalization  of New WRI,  issuance of the equity  interests in New WRI
     and  capitalization  of New WRI  will  be  effected  as  soon  as  possible
     following the execution of this Agreement, but in any event, prior to March
     31, 2001, and, to the extent possible, the Closing will be effected through
     exchange of  documents  and  instruments  in escrow,  by next day  delivery
     service,  such  documents  and  instruments  to  be  released  from  escrow
     concurrently  with  confirmation  by  legal  counsel  to New WRI  that  all
     transactions contemplated by this Agreement have been completed.


                                   Article IV
                               General Provisions

4.1  Interpretation.

(A)  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.

(B)  The words  "include,"  "includes" and "including"  when used herein will 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  will 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  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.

(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.

4.2  Notice.

(A)  All notices,  demands or other  communications  given  hereunder will be in
     writing  and will 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:






                                    Page 16
<PAGE>

     (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, President
                 Telephone (561) 998-3435, Fax (561) 998-3425;
               and, e-mail larry@amerinetgroup.com; with copies to

                   Douglas L. Wilson, Esquire; General Counsel
                            AmeriNet Group.com, Inc.
                          1941 Southeast 51st Terrace;
                              Ocala, Florida 34471
               Telephone (352) 694-6661, Fax (352) 694-1325; and,
                     e-mail, legal@yankeecompanies.com, and

                           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;



     (2) To WRI and New WRI

                                Wriwebs.com, Inc.
                        100 East Sample Road, Suite 210;
                          Pompano Beach, Florida 33064
                     Attention: Michael A. Caputa, President
                  Telephone (954) 569-0200; fax (954) 569-0301;
                           e-mail Michael@Wriwebs.com

     (3) Mr. Caputa:

                              Mr. Michael A. Caputa
                             7526 Silverwoods Court;
                           Boca Raton, Florida 33433
                 Telephone (561) 391-2546; Fax (561) 417-5869;
                       e-mail home@wriwebs.com

     or such other  address or to such other person as any Party will  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  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 all of the Parties 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  will 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.

     (4)  Jeffrey B. Levy, Esquire,  has served as legal counsel for WRI and Mr.
          Caputa in  conjunction  with this  Agreement  and  Douglas L.  Wilson,
          Esquire,  has  acted as legal  counsel  to  AmeriNet  and  Yankees  in
          conjunction  with this  Agreement,  all parties having been advised of
          the  conflicts  of  interest  inherent in  representation  of multiple
          parties to a single  transaction  and after  having been so  notified,
          having  waived  any   impediments   to  multiple   representation   in
          conjunction therewith.

4.3       Merger of All Prior Agreements Herein.



                                    Page 17
<PAGE>



(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 will be
     of no force or effect.

4.4      Survival.

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



4.5      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 will 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,
will not be affected thereby.

4.6      Governing Law.

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

4.7      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 will 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.

4.8      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  will,  to the  extent  legally
         permitted, be held in Broward 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 Broward County,  Florida to be selected
                    by lot from four  alternatives to be provided,  one Yankees,
                    one by Mr. Caputa, one by AmeriNet and one by New WRI.



                                    Page 18
<PAGE>



               (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 Broward County,  Florida to be selected by lot, in the
               same manner as set forth for mediation.

         (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)      (1)   It is agreed that this  Agreement  will be construed  pursuant to
               the  laws  of the  State  of  Florida  and,  in the  event  it is
               necessary  for  any  party  to seek to  enforce  this  Agreement,
               jurisdiction  will be in the  appropriate  court or  tribunal  in
               Broward County, Florida and United States Courts for the Southern
               District of Florida  and that,  in the event it is  necessary  to
               enforce this Agreement,  the prevailing Party will be entitled to
               recover all reasonable costs,  expenses, and attorney's fees, and
               will be construed as costs for purposes of this Agreement.

         (2)   The  Parties  specifically  agree  and  waive any right to a jury
               trial in the event that it is necessary  for a party to institute
               legal proceedings herein.

4.9      Benefit of Agreement.

         The terms and  provisions  of this  Agreement  will 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.

4.10     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.

4.11     Counterparts.

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

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

(C)      Execution by exchange of facsimile  transmission will be deemed legally
         sufficient  to bind the  signatory;  however,  the  Parties  will,  for
         aesthetic  purposes,  prepare a fully executed original version of this
         Agreement which will be the document filed with the Commission.

4.12     License.

(A)      This  form of  agreement  is the  property  of  Yankees  and  has  been
         customized for this  transaction with the consent of Yankees by Douglas
         L. Wilson, Esquire, AmeriNet's general counsel.

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


                                    Page 19
<PAGE>



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


         In Witness Whereof,  AmeriNet,  Yankees, WRI and Mr. Caputa 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:      /s/ Edward C. Dmytryk
                                                   Edward C. Dmytryk, President
         (Corporate Seal)
                                          Attest:  /s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsey, Secretary
Dated:   January ___, 2001

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

         On this __th day of January,  2001,  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

                                                   The Yankee Companies, Inc.
_________________________________                 (a Florida corporation)

_________________________________         By:    /s/ Leonard Miles Tucker
                                                 Leonard Miles Tucker, President
         (Corporate Seal)
                                          Attest: /s/ Vanessa H. Lindsey
                                                   Vanessa H. Lindsey, Secretary
Dated:   January ___, 2001

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

         On this ___th day of January,  2001,  before me, a notary public in and
for the county and state aforesaid, personally appeared Leonard Miles Tucker and
Vanessa  H.  Lindsey,  to me  known,  and  known to me to be the  president  and
secretary of The Yankee Companies, 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 The Yankee  Companies,  Inc., for the uses and purposes  therein
mentioned.



                                    Page 20
<PAGE>



         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

                                                   Wriwebs.com, Inc.
_________________________________                 (a Florida corporation)

_________________________________         By:      /s/ Michael A. Caputa
                                                   Michael A. Caputa, President
         (Corporate Seal)
                                          Attest:  /s/ Jeffrey Levy
                                                   Jeffery Levy, Secretary
Dated:   January ___, 2001

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

         On this ___th day of January,  2001,  before me, a notary public in and
for the county and state  aforesaid,  personally  appeared Michael A. Caputa and
Jeffery Levy, to me known,  and known to me to be the president and secretary of
Wriwebs.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 Wriwebs.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

                                                    Mr. Caputa
---------------------------------

---------------------------------                   /s/ Michael A. Caputa
                                                    Michael A. Caputa
Dated:   January ___, 2001

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

         On this ___th day of January,  2001,  before me, a notary public in and
for the county and state aforesaid, personally appeared Michael A. Caputa, to me
known,  and known to me to be the person who executed the foregoing  instrument,
and acknowledged the execution  thereof to be his free act and deed 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 21
<PAGE>



                                 Exhibit 3(E)(6)
                           Form of Investment Letters


Date:

Michael A. Caputa
President
New WRI
100 East Sample Road, Suite 210
Pompano Beach, Florida 33064

         Re.:     WRI Securities

Dear Mr. Caputa:

         I  hereby  certify  and  warrant  that I am a  party  to  that  certain
superseder  and exchange  agreement to which a form of this letter is annexed as
an exhibit (the "Agreement"), pursuant to which I am acquiring equity securities
of New WRI and I am providing this letter to acknowledge  certain matters and to
bind myself by certain  agreements  required by New WRI, in order to assure that
the  issuance  of  unregistered   securities  to  me  complies  with  applicable
exemptions  from  securities  registration  requirements  provided under federal
securities laws and the securities laws of my state of domicile.

         I hereby certify under penalty of perjury that:

1.   Upon receipt of the New WRI securities, I will be acquiring them for my own
     account  for  investment  purposes  without  any  intention  of  selling or
     distributing  all or any part  thereof.  I  represent  and  warrant  that I
     qualify as an  accredited  investor (as 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 am sophisticated in financial
     affairs, or have relied on the advice of someone sophisticated in financial
     affairs,  and I able to bear the economic risks of this investment and I do
     not have any reason to anticipate any change in my circumstances, financial
     or otherwise, nor any other particular occasion or event which should cause
     me to sell or distribute, or necessitate or require my sale or distribution
     of the New WRI securities. No one other than me has any beneficial interest
     in the New WRI securities.

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

3.   I agree  that I will in no  event  sell  or  distribute  any of the New WRI
     securities  unless in the opinion of New WRI's counsel (based on an opinion
     of my legal  counsel)  the New WRI  securities  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
     New WRI  securities  will have been so registered  and/or  qualified and an
     appropriate prospectus, will then be in effect.

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

5.   In  connection  with the  foregoing,  I consent to New WRI's  legending  my
     certificates  representing the New WRI securities to indicate my investment
     intent and the restriction on transfer contemplated hereby and to New WRI's
     placing a "stop transfer" order against the New WRI securities in New WRI's
     securities  transfer  books until the conditions set forth herein will have
     been met.



                                    Page 22
<PAGE>


Michael A. Caputa
January __, 2001
Page 2
6.   I acknowledge by my execution hereof that I have had access to Exchange Act
     Reports that contain material information concerning New WRI's predecessor,
     Wriwebs.com, Inc., and to New WRI's updated financial statements,  business
     plans and information,  books,  records and properties,  and have inspected
     the same to my full and complete  satisfaction  prior to my  acquisition of
     the New WRI securities.

7.   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 New WRI's records and my
     questioning of New WRI's officers.

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


                                Very truly yours,

                           [Entity Name, if applicable


                            -------------------------
                         [Name and Title, if applicable]
                                    Signature


                                      Page 23