Consulting Agreement

         This Consulting Agreement (the "Agreement") is made and entered into by
and  between  PriMed  Technologies,  LC, a  Florida  limited  liability  company
("PriMed LC"); PriMed Technologies,  Inc. a Florida corporation and affiliate of
PriMed  LC  ("PriMed  Inc.;"  PriMed  LC  and  PriMed  Inc.  being   hereinafter
collectively and generically  referred to as the "Client");  AmeriNet Group.com,
Inc., a publicly held Delaware  corporation with a class of AmeriNet  securities
registered  under  Section  12(g) of the  Securities  Exchange  Act of 1934,  as
amended  (the  "Exchange  Act" and  "AmeriNet,"  respectively;  and,  the Yankee
Companies,  Inc., a Florida corporation  ("Yankees");  the Client,  AmeriNet and
Yankees  being  hereinafter  collectively  referred  to  as  the  "Parties"  and
generically as a "Party".

                                    PREAMBLE:

         Whereas,  the Client is engaged in the business of  providing  practice
management assistance and systems as described at its current website located at
www.primedtech.com  and  desires to become a  reporting  company  under  federal
securities laws with a publicly traded class of securities; and

         Whereas,  AmeriNet is a reporting company under federal securities laws
with a publicly  traded class of securities as a result of which,  its personnel
have substantial  experience with law, accounting and the regulatory obligations
imposed  under  federal  securities  laws and  regulations,  and, as part of its
operations,  AmeriNet,  with the  assistance  of  Yankees'  personnel,  provides
assistance and advice to companies that desire to attain  reporting status under
Section 12(g) of the Exchange Act; and

         Whereas,  AmeriNet and Yankees are  agreeable to making their  services
available to the Client, on the terms and subject to the conditions  hereinafter
set forth:

         Now, Therefore,  in consideration for AmeriNet's and Yankees' agreement
to render the hereinafter described services as well as of the premises, the sum
of $10 and other good and  valuable  consideration,  the receipt and adequacy of
which is hereby acknowledged, the Parties, intending to be legally bound, hereby
agree as follows:

                                   WITNESSETH:

                                   ARTICLE ONE
                           OBLIGATIONS OF THE PARTIES

1.1      Description of Services

(A)      AmeriNet and Yankees will assist:

     (1)  The  Client's  legal  counsel  to  register  its  securities  with the
          Securities and Exchange  Commission (the "SEC"), and thereafter,  will
          assist the Client to make  arrangements  required to permit trading of
          the  Client's  securities  on the OTC Bulletin  Board  operated by the
          National   Association   of  Securities   Dealers,   Inc.,   including
          introductions to one or more potential market makers and assistance in
          the  preparation,  filing  and  management  of the SEC and  NASD  Rule
          15c2-11  compliance  filings  which  will be  required  by any  broker
          dealers publishing quotes in the Client's securities.

     (2)  AmeriNet  and Yankees  will assist the Client to obtain a CUSIP number
          for its  securities,  to obtain a stock trading symbol and to list the
          Client  in a  Standard  & Poors or  comparable  nationally  recognized
          securities  manual  complying with the manual  exemption from Blue Sky
          registration in 15 or more states.

     (3)  The foregoing services are hereinafter referred to as the "Services".

(B)  (1)  Subject  to  the  requirement  that  the  Client  provides  assurances
          satisfactory  to Yankees that  proceeds  will be used solely in as set
          forth in exhibit  1.1(B)(1)-1  and that the Client attains the monthly
          gross  income  and  net,  pre-tax  profits  results  disclosed  in the
          business  plan  annexed  hereto  and  made a part  hereof  as  exhibit
          1.1(B)(1)-2 (the "Business Plan"), Yankees will either loan or arrange
          for loans to

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          the  Client of up to  $60,000  required  by the  Client to effect  the
          business development disclosed in the Business Plan, provided further,
          that  Yankees  obligation  to use its best  efforts to either  make or
          arrange for the foregoing  loans will  terminate in the event that the
          Client fails to:

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

          (b)  Develop business goals or projections acceptable to Yankees; or

          (c)  Meet stated business goals or projections by more than 20%

     (2)  The loans  called for by this  Section  and, at Yankees'  option,  all
          other funds  loaned by Yankees to the  Client,  will be in the form of
          purchases of convertible  bonds to be issued by the Client (the "Class
          A Bonds"), having the following attributes:

          (a)  The Class A Bonds  will be  secured  by all of the  assets of the
               Client;

          (b)  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;

          (c)  Each  Class A Bond  will be  convertible,  at the  option  of the
               holder,  into shares of the Client's  capital  stock in an amount
               derived at by dividing the  principal  amount of the Class A Bond
               plus accrued but unpaid interest by the lesser of 50% of the last
               transaction  price for the Client'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 subject
               Class A Bond was issued or 50% of the last transaction  price for
               the Client's  common  stock as quoted on the OTC  Bulletin  Board
               operated  by the  NASD on the  trading  day  preceding  the  date
               Yankees  informs  the Client of its  intention  to  exercise  its
               conversion  rights,  whichever will result in the issuance of the
               greater number of the Client shares of Common Stock.

          (d)  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 the funds for which the subject Class
               A Bond was issued were tendered to the Client.

          (e)  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 the  Client is then
               eligible to use Commission Form.

(C)  Because of the Client's  anticipated  status under federal securities laws,
     in any circumstances where AmeriNet or Yankees is describing the securities
     of the  Client to a third  Party,  they will  disclose  to such  person the
     compensation  received  from the  Client to the extent  required  under any
     applicable  laws,  including,  without  limitation,  Section  17(b)  of the
     Securities Act of 1933, as amended (the  "Securities  Act");  however,  the
     Parties  acknowledge  they do not  contemplate  that  neither  AmeriNet nor
     Yankees  will  be  involved  in any  activities  on  behalf  of the  Client
     requiring such  descriptions or disclosures,  or that the Services  involve
     any  activities  subject to regulation  under  federal or state  securities
     laws.

1.2      Fiduciary Obligation to Client

         In rendering their Services, neither AmeriNet nor Yankees will disclose
to any third party any  confidential  non-public  information  furnished  by the
Client or otherwise obtained by them with respect to the Client.

1.3      Limitations on Services


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(A)  The Parties  recognize that certain  responsibilities  and  obligations are
     imposed by federal and state  securities  laws and by the applicable  rules
     and regulations of stock exchanges,  the National Association of Securities
     Dealers,  Inc.   (collectively  with  its  subsidiaries  being  hereinafter
     referred  to as the  "NASD"),  in-house  "due  diligence"  or  "compliance"
     departments of licensed securities firms, etc.;  accordingly,  AmeriNet and
     Yankees each agree that they will not release any information or data about
     the Client to any  selected or limited  person(s),  entity or group if they
     are aware that such information or data has not been generally  released or
     promulgated.

(B)  AmeriNet and Yankees will restrict or cease, as directed by the Client, all
     efforts on behalf of the Client,  including  dissemination  of  information
     regarding the Client,  immediately after instructions (in writing by fax or
     letter) to that effect from the Client.

1.4      Client's Commitments

(A)  All of the Client's  affiliates  will  immediately be  consolidated  into a
     single entity,  such entity being the publicly held entity  contemplated by
     this Agreement.

(B)  (1)  All work requiring  legal review will be submitted for approval by the
          Client to the Client's legal counsel prior to its use.

     (2)  Final drafts of any matters prepared for use by AmeriNet or Yankees in
          conjunction with the provision of the Services will be reviewed by the
          Client and, if legally  required,  by the Client's legal  counsel,  to
          assure that:

          (a)  All required information has been provided;

          (b)  All materials are presented accurately; and,

          (c)  That no materials  required to render  information  provided "not
               misleading" are omitted.

     (3)  Only after such review and  approval  by the Client and, if  required,
          the  Client's  legal  counsel,   will  any  documents  be  filed  with
          regulatory agencies or third parties.

     (4)  (a)  Financial  data  will  be  reviewed  by  competent,  independent,
               certified  public   accountants   experienced  and  qualified  in
               securities  related  accounting  and  who  are  members  in  good
               standing  of  the  AICPA's  Securities  Practice  Section,  to be
               separately retained by the Client.

          (b)  Such  accountants  will be  required  to review and  approve  all
               financially related filings, prior to release to third parties or
               submission to the appropriate regulatory authorities.

(C)  The Client will promptly:

     (1)  Supply AmeriNet and Yankees on a regular and timely basis with:

          (a)  All  approved  data  and  information   about  the  Client,   its
               management,  its products, and its operations and the Client will
               be  responsible  for  advising  AmeriNet  and Yankees of any fact
               which would affect the accuracy of any prior data and information
               supplied to AmeriNet or Yankees;

          (b)  Full and  complete  copies of all  filings  with all  federal and
               state securities  agencies;  with full and complete copies of all
               shareholder  reports and  communications  whether or not prepared
               with  AmeriNet  or  Yankees's  assistance,   with  all  data  and
               information supplied to any analyst, broker-dealer, market maker,
               or  other  member  of  the  financial  community;  and  with  all
               product/services brochures, sales materials, etc.;


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     (2)  Notify  AmeriNet  and  Yankees  of  the  filing  of  any  registration
          statement for the sale of  securities  and/or of any other event which
          triggers any restrictions on disclosure; and

     (3)  Be deemed to make a continuing  representation  of the accuracy of any
          and all  material  facts,  material,  information,  and data  which it
          supplies  to  AmeriNet  or  Yankees  and the Client  acknowledges  its
          awareness  that  AmeriNet  and  Yankees  will rely on such  continuing
          representation in performing its functions under this Agreement.

(D)  AmeriNet and Yankees,  in the absence of notice in writing from the Client,
     may rely on the  continuing  accuracy  of  material,  information  and data
     supplied by the Client.

                                   ARTICLE TWO
                                  COMPENSATION

2.1      Base Compensation & Costs

(A)  For  services  to be  provided  during  any  term or  renewal  term of this
     Agreement (the "Base Compensation"):

     (1)  In the event that AmeriNet or Yankees arranges or provides funding for
          the Client (other than in conjunction with the Class A Bonds) on terms
          more  beneficial than those  reflected in Client's  current  principal
          financing   agreements  (the  entity   providing  the  services  being
          hereinafter  generically referred to as the "Provider"),  the Provider
          will be entitled, at its election, to either:

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

          (b)  If funding is  provided  though the  Provider  or any  affiliates
               thereof,  a discount  of 10% from the  contemporary  offering  or
               placement price for the subject securities,  if they are issuable
               as free  trading  securities,  or,  a  discount  of 50%  from the
               contemporary   offering  or  placement   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

          (c)  If  funding  is  provided  by any  person  or  group  of  persons
               introduced  to the Client by the  Provider or persons  associated
               with the Provider, directly or indirectly, but is not provided by
               the Provider or its  principals  as  described  in the  preceding
               subsection, then the Provider will be entitled to an introduction
               fee equal to 5% of the aggregate proceeds so obtained; and

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

     (3)  In the event that the Provider or any affiliate  thereof  arranges for
          an acquisition of or by the Client, then the Provider will be entitled
          to  compensation  equal  to 10%  of the  compensation  paid  for  such
          acquisition  payable,  at the Client'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.

(B)  (1)  In  addition  to payment of the Base  Compensation,  the Client  will,
          provided that it has  requested  the Provider to provide  services for
          which costs are incurred,  be responsible for payment of all costs and
          disbursements associated with the Provider's services either:

          (a)  Involving less than $50 per item and $200 in the aggregate during
               the preceding 30 day period; or

          (b)  Reflected in an operating budget approved by the Client; or


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          (c)  Approved in writing by the Client;

     (2)  Notwithstanding  the foregoing,  in the event that a Provider requests
          authority  to  incur  an  expense  it deems  required  for the  proper
          performance  of the  Provider's  services  but the  Client  refuses to
          approve the expenditure,  such refusal will excuse performance of such
          services.

     (3)  All of the  Provider's  statements  will be paid  within 10 days after
          receipt.

     (4)  In the event  additional  time for payment is  required,  the Provider
          will have the option of selling the account  receivable and the Client
          agrees to pay interest thereon at the monthly rate of 1%.

     (5)  In the event collection activities are required,  the Client agrees to
          pay all of the Provider's  reasonable  out of pocket costs  associated
          therewith.

(C)  In the event that the Client's  operations  are not successful and they are
     terminated in a manner  rendering  the Client 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 the  Client  (including  any  outstanding  Class A Bonds)  into
     additional  shares of the Client'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 the Client capital stock.

(D)  There  will be no  change or waiver  of the  provisions  contained  herein,
     unless such change is in writing and signed by the Client and the Provider.

2.2      Conditional Securities Compensation

         Subject  to prior  registration  with the  Commission  pursuant  to the
requirements  of  Section 5 of the  Securities  Act,  which  will  constitute  a
condition  precedent  to the  issuance of the  securities  described  below (the
Client  hereby  covenanting  and  agreeing  to take all  reasonable  measures to
satisfy such condition precedent):

(A)  (1)  In  consideration  of the  Services to be provided  by  AmeriNet,  the
          Client will issue directly to AmeriNet's  stockholders of record as of
          the  30th  day  following  the  date of the  date of the SEC  approval
          allowing the Client's stock to be publicly  traded as a result of this
          Agreement (the "Record  Date"),  pro rata based on their  ownership of
          common  stock in  AmeriNet,  a quantity of the  Client's  common stock
          equal  to  10%  of  the  Client's  total  capital  stock   outstanding
          immediately  following such issuance,  subject to anti-dilutive rights
          for a period of 12 months  from the  original  date of  issuance  (the
          "AmeriNet Shares").

     (2)  AmeriNet   will  provide  the  Client  with  a  copy  of  its  current
          shareholder  list  within 15 days  after the  Record  Date,  as of the
          Record Date.

(B)  In consideration of the Services to be provided by Yankees, the Client will
     issue to  Yankees a  quantity  of the  Client's  common  stock  equal to an
     additional 10% of the Client's total capital stock outstanding  immediately
     following such issuance, subject to anti-dilutive rights for a period of 12
     months following the original date of issuance (the "Yankees Shares").

(C)  (1)  No  fractional  shares  will be issued by the  Client to the  AmeriNet
          stockholders  or to Yankees,  rather,  any  fractional  shares will be
          increased to the next full share.

     (2)  The  AmeriNet  Shares  and  the  Yankees  Shares   (collectively   and
          generically  hereinafter  referred to as the "Registered Shares") will
          be issued only if, and after they have been registered with the SEC as
          required  by  Section  5  of  the  Securities   Act,   pursuant  to  a
          registration  statement  on SEC Form SB-1 or SB-2,  or a  notification
          statement  pursuant  to SEC  Regulation  A, as well as any  applicable
          state

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          Blue Sky laws,  and  AmeriNet  and  Yankees  will assist the Client to
          prepare and file required documentation  associated therewith,  at the
          Client's expense.

     (3)  AmeriNet and Yankees  hereby  covenant and agree that all  information
          they provide to the Client for inclusion in the registration statement
          will be true and correct.

     (4)  Prior to the issuance of the Registered  Shares,  AmeriNet and Yankees
          will assist the Client to comply with any  obligations  under SEC Rule
          10b-17 pertaining to dividends.

     (5)  The  Parties  hereby  agree that for  auditing,  tax or SEC filing fee
          purposes the reasonable  market value of the Registered  Shares is the
          lesser of $50,000 or 10% of the Client's  stockholders  equity or such
          other value as may be determined by the Client's  accountants pursuant
          to applicable tax, SEC and accounting rules and principles.

(D)  The Parties believe that the Client will have to pay the following costs in
     conjunction  with the projects  contemplated by this Agreement (in addition
     to payments to its legal counsel):

     (1)  Auditing costs payable to Daszkal,  Bolton,  Manela & Devlin & Company
          the amount of which the Parties are not competent to determine;

     (2)  The costs of  obtaining  a CUSIP  number and listing  with  Standard &
          Poors or another comparable manual, which is estimated to be $4,000;

     (3)  Transfer agent set up and  certificate  distribution  costs which will
          vary, based on the agency selected and the initial services  required,
          but should not exceed $15,000 for physical delivery of certificates to
          each  stockholder,  assuming that such delivery can be structured over
          several  months;  however,  in the event that book entry  recording in
          lieu of physical delivery is a legally  available  alternative and the
          costs of certificates  are born by stockholders  requesting them, then
          the costs can be cut dramatically (in the $5,000 range);

     (4)  Filing fees to the SEC and State regulatory authorities,  not expected
          to exceed $5,000;

     (5)  Travel,  long  distance  telephone,   overnight  postage  and  mailing
          expenses, not expected to exceed $2,500.

(E)  Upon  request of  Yankees,  the  Client  will  engage its legal  counsel to
     promptly  prepare  any reports  which  Yankees is required to file with the
     SEC, as a result of the Client's reporting status, including SEC 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 SEC. It will be the
     responsibility  of Yankees to provide the  information  required to prepare
     any such  reports to the Client upon each request for  preparation  of such
     report  and all  such  information  provided  by  Yankees  will be true and
     correct.


                                  ARTICLE THREE
                      TERM, RENEWALS & EARLIER TERMINATION

3.1      Term.

(A)  This Agreement  will be for an initial term of 180 days,  commencing on the
     date of its complete execution by all Parties,  as evinced in the execution
     page  hereof  (the  "Initial  Term"),  but will be  reasonably  extended as
     required  to  permit  completion  of  the  projects   contemplated  hereby,
     registering  the  securities  to be issued to AmeriNet's  stockholders  and
     Yankees  and  concurrently   attaining  trading  status  for  the  Client's
     securities  as an issuer  filing  reports  with the SEC pursuant to Section
     12(g)  of the  Exchange  Act,  provided  that  the  Client  has  taken  all
     reasonable actions required to attain such goals during the initial 180 day
     period.


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(B)  Notwithstanding  the  foregoing  any Party  may  terminate  this  Agreement
     without penalty if the registration  statement covering the distribution of
     Registered  Shares has not been  declared  effective  within 180 days after
     filing thereof.

3.2      Final Settlement.

(A)  Upon  termination of this Agreement,  payment of all sums and securities or
     amounts due hereunder,  AmeriNet and Yankees or their  representative  will
     execute  and deliver to the Client a receipt for such sums and a release of
     all claims,  except such claims as may have been submitted  pursuant to the
     terms of this Agreement and which remain unpaid, and, will forthwith tender
     to the  Client all  records,  manuals  and  written  procedures,  as may be
     desired by the Client for the continued conduct of its business; and

(B)  The Client or its  representative  will  execute and deliver to AmeriNet or
     Yankees,  as the case may be, a receipt for all  materials  returned  and a
     release  of all  claims,  except  such  claims as may have  been  submitted
     pursuant to the terms of this Agreement and which remain unpaid,  and, will
     forthwith  tender to AmeriNet or Yankees,  as the case may be, all records,
     manuals  and written  procedures,  as may be desired by AmeriNet or Yankees
     for the continued conduct of their business.


                                  ARTICLE FOUR
                     CONFIDENTIALITY & COMPETITION COVENANTS

4.1      AmeriNet.

(A)  General:

     (1)  AmeriNet  acknowledges that, in and as a result of its entry into this
          Agreement,  it will  be  making  use of  confidential  information  of
          special and unique  nature and value  relating to such  matters as the
          Client's trade secrets,  systems,  procedures,  manuals,  confidential
          reports;  consequently,  as material inducement to the entry into this
          Agreement by the Client,  AmeriNet hereby covenants and agrees that it
          will not, at anytime during the term of this  Agreement,  any renewals
          thereof  and for two  years  following  the  terms of this  Agreement,
          directly or  indirectly,  use,  divulge or  disclose,  for any purpose
          whatsoever,  any of  such  confidential  information  which  has  been
          obtained  by or  disclosed  to it as a result of its  entry  into this
          Agreement or provision of services hereunder.

     (2)  In the event of a breach or  threatened  breach by  AmeriNet of any of
          the provisions of this Section 4.1, the Client, in addition to and not
          in limitation of any other  rights,  remedies or damages  available to
          the  Client,  whether  at law or in  equity,  will  be  entitled  to a
          permanent  injunction  in order to  prevent  or to  restrain  any such
          breach  by  AmeriNet,  or  by  its  partners,   directors,   officers,
          stockholders, agents, representatives, servants, employers, employees,
          affiliates  and/or any and all persons  directly or indirectly  acting
          for or with it.

(B)  Special Remedies.

     (1)  In view of the  irreparable  harm and damage  which would  undoubtedly
          occur  to the  Client  and its  clients  as a result  of a  breach  by
          AmeriNet of the covenants or agreements contained in this Section 4.1,
          and in view of the lack of an  adequate  remedy at law to protect  the
          Client's  interests,  AmeriNet  hereby  covenants  and agrees that the
          Client will have the following  additional  rights and remedies in the
          event of a breach hereof:

          (a)  AmeriNet   hereby   consents  to  the  issuance  of  a  permanent
               injunction  enjoining it from any violations of the covenants set
               forth in this Section 4.1; and

          (b)  Because it is  impossible  to ascertain or estimate the entire or
               exact cost,  damage or injury which the Client or its clients may
               sustain prior to the effective enforcement of such

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               injunction,  AmeriNet hereby  covenants and agrees to pay over to
               the Client, in the event it violates the covenants and agreements
               contained in this Section 4.1, the greater of:

               1.   Any  payment  or  compensation  of any kind  received  by it
                    because  of  such  violation  before  the  issuance  of such
                    injunction, or

               2.   The sum of One  Thousand  Dollars per  violation,  which sum
                    will  be  liquidated  damages,  and not a  penalty,  for the
                    injuries  suffered  by the Client or its clients as a result
                    of such  violation,  the Parties  hereto  agreeing that such
                    liquidated  damages are not intended as the exclusive remedy
                    available to the Client for any breach of the  covenants and
                    agreements  contained  in this  Section  4.1,  prior  to the
                    issuance of such  injunction,  the Parties  recognizing that
                    the only  adequate  remedy to  protect  the  Client  and its
                    clients  from the injury  caused by such  breaches  would be
                    injunctive relief.

(C)  Cumulative Remedies.

         AmeriNet hereby  irrevocably agrees that the remedies described in this
Section 4.1 will be in addition to, and not in limitation  of, any of the rights
or  remedies  to which the Client and its  clients  are or may be  entitled  to,
whether at law or in equity, under or pursuant to this Agreement.

(D)  Acknowledgment of Reasonableness.

     (1)  AmeriNet hereby represents, warrants and acknowledges that its members
          or officers and  directors  have  carefully  read and  considered  the
          provisions  of this Section 4.1 and,  having done so,  agrees that the
          restrictions  set  forth  herein  are  fair  and  reasonable  and  are
          reasonably required for the protection of the interests of the Client,
          its members, officers, directors,  consultants,  agents and employees;
          consequently,   in  the   event   that  any  of  the   above-described
          restrictions  will be held  unenforceable  by any  court of  competent
          jurisdiction, AmeriNet hereby covenants, agrees and directs such court
          to substitute a reasonable judicially  enforceable limitation in place
          of any limitation deemed  unenforceable and, AmeriNet hereby covenants
          and  agrees  that if so  modified,  the  covenants  contained  in this
          Section 4.1 will be as fully enforceable as if they had been set forth
          herein directly by the Parties.

     (2)  In  determining  the  nature  of  this  limitation,   AmeriNet  hereby
          acknowledges,  covenants  and  agrees  that  it is the  intent  of the
          Parties  that  a  court   adjudicating  a  dispute  arising  hereunder
          recognize that the Parties desire that these  covenants not to compete
          or  circumvent  be  imposed  and  maintained  to the  greatest  extent
          possible.

(E)  Exclusivity.

         AmeriNet will not be required to devote all of its business time to the
affairs  of the  Client,  rather it will  devote  such time as it is  reasonably
necessary in light of its other business commitments.

4.2      Yankees.

(A)  General:

     (1)  Yankees  acknowledges  that, in and as a result of its entry into this
          Agreement,  it will  be  making  use of  confidential  information  of
          special and unique  nature and value  relating to such  matters as the
          Client's trade secrets,  systems,  procedures,  manuals,  confidential
          reports;  consequently,  as material inducement to the entry into this
          Agreement by the Client,  Yankees hereby  covenants and agrees that it
          will not, at anytime during the term of this  Agreement,  any renewals
          thereof  and for two  years  following  the  terms of this  Agreement,
          directly or  indirectly,  use,  divulge or  disclose,  for any purpose
          whatsoever,  any of  such  confidential  information  which  has  been
          obtained  by or  disclosed  to it as a result of its  entry  into this
          Agreement or provision of services hereunder.

                                     Page 31

<PAGE>



     (2)  In the event of a breach or threatened breach by Yankees of any of the
          provisions of this Section 4.2, the Client,  in addition to and not in
          limitation of any other rights,  remedies or damages  available to the
          Client,  whether at law or in Yankees, will be entitled to a permanent
          injunction  in order to  prevent  or to  restrain  any such  breach by
          Yankees,  or  by  its  partners,  directors,  officers,  stockholders,
          agents,  representatives,  servants, employers,  employees, affiliates
          and/or any and all persons  directly or indirectly  acting for or with
          it.

(B)  Special Remedies.

     (1)  In view of the  irreparable  harm and damage  which would  undoubtedly
          occur to the Client and its clients as a result of a breach by Yankees
          of the covenants or  agreements  contained in this Section 4.2, and in
          view of the lack of an adequate  remedy at law to protect the Client's
          interests,  Yankees  hereby  covenants and agrees that the Client will
          have the  following  additional  rights and remedies in the event of a
          breach hereof:

          (a)  Yankees hereby consents to the issuance of a permanent injunction
               enjoining it from any  violations  of the  covenants set forth in
               this Section 4.2; and

          (b)  Because it is  impossible  to ascertain or estimate the entire or
               exact cost,  damage or injury which the Client or its clients may
               sustain prior to the effective  enforcement  of such  injunction,
               Yankees hereby covenants and agrees to pay over to the Client, in
               the event it violates the covenants and  agreements  contained in
               this Section 4.2, the greater of:

               1.   Any  payment  or  compensation  of any kind  received  by it
                    because  of  such  violation  before  the  issuance  of such
                    injunction, or

               2.   The sum of One  Thousand  Dollars per  violation,  which sum
                    will  be  liquidated  damages,  and not a  penalty,  for the
                    injuries  suffered  by the Client or its clients as a result
                    of such  violation,  the Parties  hereto  agreeing that such
                    liquidated  damages are not intended as the exclusive remedy
                    available to the Client for any breach of the  covenants and
                    agreements  contained  in this  Section  4.2,  prior  to the
                    issuance of such  injunction,  the Parties  recognizing that
                    the only  adequate  remedy to  protect  the  Client  and its
                    clients  from the injury  caused by such  breaches  would be
                    injunctive relief.

(C)       Cumulative Remedies.

         Yankees hereby  irrevocably  agrees that the remedies described in this
Section 4.2 will be in addition to, and not in limitation  of, any of the rights
or  remedies  to which the Client and its  clients  are or may be  entitled  to,
whether at law or in equity, under or pursuant to this Agreement.

(D)       Acknowledgment of Reasonableness.

     (1)  Yankees hereby represents,  warrants and acknowledges that its members
          or officers and  directors  have  carefully  read and  considered  the
          provisions  of this Section 4.2 and,  having done so,  agrees that the
          restrictions  set  forth  herein  are  fair  and  reasonable  and  are
          reasonably required for the protection of the interests of the Client,
          its members, officers, directors,  consultants,  agents and employees;
          consequently,   in  the   event   that  any  of  the   above-described
          restrictions  will be held  unenforceable  by any  court of  competent
          jurisdiction,  Yankees hereby covenants, agrees and directs such court
          to substitute a reasonable judicially  enforceable limitation in place
          of any limitation deemed  unenforceable  and, Yankees hereby covenants
          and  agrees  that if so  modified,  the  covenants  contained  in this
          Section 4.2 will be as fully enforceable as if they had been set forth
          herein directly by the Parties.

     (2)  In  determining  the  nature  of  this   limitation,   Yankees  hereby
          acknowledges,  covenants  and  agrees  that  it is the  intent  of the
          Parties  that  a  court   adjudicating  a  dispute  arising  hereunder
          recognize that the

                                      Page 32

<PAGE>



          Parties  desire that these  covenants  not to compete or circumvent be
          imposed and maintained to the greatest extent possible.

(E)      Exclusivity.

         Yankees will not be required to devote all of its business  time to the
affairs  of the  Client,  rather it will  devote  such time as it is  reasonably
necessary in light of its other business commitments.

4.3      Client's Confidentiality & Competition Covenants in Favor of AmeriNet

(A)      General Prohibitions

     (1)  The Client  acknowledges that, in and as a result of its engagement of
          AmeriNet, the Client will be making use of confidential information of
          special  and  unique  nature  and value  relating  to such  matters as
          AmeriNet's business contacts,  professional  advisors,  trade secrets,
          systems, procedures,  manuals, confidential reports, lists of clients,
          potential customers and funders;  consequently, as material inducement
          to the entry  into this  Agreement  by  AmeriNet,  the  Client  hereby
          covenants  and agrees that it will not, at anytime  during the term of
          this  Agreement,  any renewals  thereof an for two years following the
          terms of this  Agreement,  directly  or  indirectly,  use,  divulge or
          disclose,  for  any  purpose  whatsoever,  any  of  such  confidential
          information  which has been obtained by or disclosed to it as a result
          of its engagement of AmeriNet, or AmeriNet's affiliates.

     (2)  In the event of a breach or threatened  breach by the Client of any of
          the provisions of this Section 4.3,  AmeriNet,  in addition to and not
          in limitation of any other  rights,  remedies or damages  available to
          AmeriNet, whether at law or in equity, will be entitled to a permanent
          injunction  in order to prevent or to restrain  any such breach by the
          Client,   or  by   the   Client's   partners,   directors,   officers,
          stockholders, agents, representatives, servants, employers, employees,
          affiliates  and/or any and all persons  directly or indirectly  acting
          for or with it.

(B)      Special Remedies.

         In view of the  irreparable  harm and damage  which  would  undoubtedly
occur to  AmeriNet  as a result of a breach by the  Client of the  covenants  or
agreements contained in this Section 4.3, and in view of the lack of an adequate
remedy at law to protect AmeriNet's  interests,  the Client hereby covenants and
agrees that AmeriNet will have the following  additional  rights and remedies in
the event of a breach hereof:

     (1)  The Client hereby  consents to the issuance of a permanent  injunction
          enjoining it from any  violations  of the  covenants set forth in this
          Section 4.3 is and

     (2)  Because it is  impossible to ascertain or estimate the entire or exact
          cost,  damage  or  injury  which  AmeriNet  may  sustain  prior to the
          effective enforcement of such injunction,  the Client hereby covenants
          and  agrees  to pay over to  AmeriNet,  in the event it  violates  the
          covenants  and  agreements  contained in this Section 4.3, the greater
          of:

          (a)  Any payment or compensation of any kind received by it because of
               such violation before the issuance of such injunction, or

          (b)  The sum of One Thousand Dollars per violation,  which sum will be
               liquidated damages,  and not a penalty, for the injuries suffered
               by AmeriNet  as a result of such  violation,  the Parties  hereto
               agreeing  that such  liquidated  damages are not  intended as the
               exclusive  remedy  available  to  AmeriNet  for any breach of the
               covenants and agreements  contained in this Section 4.3, prior to
               the issuance of such injunction, the Parties recognizing that the
               only adequate  remedy to protect  AmeriNet from the injury caused
               by such breaches would be injunctive relief.


                                      Page 33

<PAGE>



(C)      Cumulative Remedies.

         The Client  hereby  irrevocably  agrees that the remedies  described in
this  Section 4.3 will be in addition to, and not in  limitation  of, any of the
rights or remedies to which AmeriNet is or may be entitled to, whether at law or
in equity, under or pursuant to this Agreement.

(D)  Acknowledgment of Reasonableness.

     (1)  The Client  hereby  represents,  warrants  and  acknowledges  that its
          officers  and  directors   have  carefully  read  and  considered  the
          provisions  of this  Section 4.3 and,  having done so,  agree that the
          restrictions  set  forth  herein  are  fair  and  reasonable  and  are
          reasonably  required for the  protection of the interests of AmeriNet,
          its members, officers, directors,  consultants,  agents and employees;
          consequently,   in  the   event   that  any  of  the   above-described
          restrictions  will be held  unenforceable  by any  court of  competent
          jurisdiction,  the Client  hereby  covenants,  agrees and directs such
          court to substitute a reasonable judicially  enforceable limitation in
          place of any limitation  deemed  unenforceable  and, the Client hereby
          covenants and agrees that if so modified,  the covenants  contained in
          this Section 4.3 will be as fully  enforceable as if they had been set
          forth herein directly by the Parties.

     (2)  In  determining  the  nature of this  limitation,  the  Client  hereby
          acknowledges,  covenants  and  agrees  that  it is the  intent  of the
          Parties that a court  adjudicating a dispute hereunder  recognize that
          the Parties  desire that these  covenants not to compete or circumvent
          be imposed and maintained to the greatest extent possible.

4.4      Client's Confidentiality & Competition Covenants in Favor of Yankees

(A)      General Prohibitions

     (1)  The Client  acknowledges that, in and as a result of its engagement of
          Yankees, the Client will be making use of confidential  information of
          special  and  unique  nature  and value  relating  to such  matters as
          Yankees's business  contacts,  professional  advisors,  trade secrets,
          systems, procedures,  manuals, confidential reports, lists of clients,
          potential customers and funders;  consequently, as material inducement
          to the  entry  into this  Agreement  by  Yankees,  the  Client  hereby
          covenants  and agrees that it will not, at anytime  during the term of
          this  Agreement,  any renewals  thereof an for two years following the
          terms of this  Agreement,  directly  or  indirectly,  use,  divulge or
          disclose,  for  any  purpose  whatsoever,  any  of  such  confidential
          information  which has been obtained by or disclosed to it as a result
          of its engagement of Yankees, or Yankees's affiliates.

     (2)  In the event of a breach or threatened  breach by the Client of any of
          the provisions of this Section 4.4, Yankees, in addition to and not in
          limitation  of any other  rights,  remedies  or damages  available  to
          Yankees, whether at law or in Yankees, will be entitled to a permanent
          injunction  in order to prevent or to restrain  any such breach by the
          Client,   or  by   the   Client's   partners,   directors,   officers,
          stockholders, agents, representatives, servants, employers, employees,
          affiliates  and/or any and all persons  directly or indirectly  acting
          for or with it.

(B)      Special Remedies.

         In view of the  irreparable  harm and damage  which  would  undoubtedly
occur to  Yankees  as a result of a breach by the  Client  of the  covenants  or
agreements contained in this Section 4.4, and in view of the lack of an adequate
remedy at law to protect  Yankees's  interests,  the Client hereby covenants and
agrees that Yankees will have the  following  additional  rights and remedies in
the event of a breach hereof:

     (1)  The Client hereby  consents to the issuance of a permanent  injunction
          enjoining it from any  violations  of the  covenants set forth in this
          Section 4.4 is and

     (2)  Because it is  impossible to ascertain or estimate the entire or exact
          cost,  damage  or  injury  which  Yankees  may  sustain  prior  to the
          effective enforcement of such injunction, the Client hereby

                                      Page 34

<PAGE>



          covenants and agrees to pay over to Yankees,  in the event it violates
          the  covenants  and  agreements  contained  in this  Section  4.4, the
          greater of:

          (a)  Any payment or compensation of any kind received by it because of
               such violation before the issuance of such injunction, or

          (b)  The sum of One Thousand Dollars per violation,  which sum will be
               liquidated damages,  and not a penalty, for the injuries suffered
               by  Yankees as a result of such  violation,  the  Parties  hereto
               agreeing  that such  liquidated  damages are not  intended as the
               exclusive  remedy  available  to  Yankees  for any  breach of the
               covenants and agreements  contained in this Section 4.4, prior to
               the issuance of such injunction, the Parties recognizing that the
               only adequate remedy to protect Yankees from the injury caused by
               such breaches would be injunctive relief.

(C)       Cumulative Remedies.

         The Client  hereby  irrevocably  agrees that the remedies  described in
this  Section 4.4 will be in addition to, and not in  limitation  of, any of the
rights or remedies to which Yankees is or may be entitled to,  whether at law or
in equity, under or pursuant to this Agreement.

(D)       Acknowledgment of Reasonableness.

     (1)  The Client  hereby  represents,  warrants  and  acknowledges  that its
          officers  and  directors   have  carefully  read  and  considered  the
          provisions  of this  Section 4.4 and,  having done so,  agree that the
          restrictions  set  forth  herein  are  fair  and  reasonable  and  are
          reasonably  required for the  protection  of the interests of Yankees,
          its members, officers, directors,  consultants,  agents and employees;
          consequently,   in  the   event   that  any  of  the   above-described
          restrictions  will be held  unenforceable  by any  court of  competent
          jurisdiction,  the Client  hereby  covenants,  agrees and directs such
          court to substitute a reasonable judicially  enforceable limitation in
          place of any limitation  deemed  unenforceable  and, the Client hereby
          covenants and agrees that if so modified,  the covenants  contained in
          this Section 4.4 will be as fully  enforceable as if they had been set
          forth herein directly by the Parties.

     (2)  In  determining  the  nature of this  limitation,  the  Client  hereby
          acknowledges,  covenants  and  agrees  that  it is the  intent  of the
          Parties that a court  adjudicating a dispute hereunder  recognize that
          the Parties  desire that these  covenants not to compete or circumvent
          be imposed and maintained to the greatest extent possible.


                                  ARTICLE FIVE
                                  MISCELLANEOUS

5.1      Notices.

         All notices,  demands or other written communications hereunder will be
in  writing,  and unless  otherwise  provided,  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:

To the Client:
             PriMed Technologies, LC or PriMed Technologies, Inc.;
                           350 Northwest 12th Avenue,
                        Deerfield Beach, Florida, 33443;
                 Telephone (954) 426-6056; Fax (954) 426-8680;
                         e-mail Evanb@primed1.com; and,
            at such addresses, telephone and fax numbers and e-mail

     addresses  as the Client may  provide or as may be  disclosed  on the SEC's
     EDGAR Internet web site (www.sec.gov); Attention: Evan Brovenick, President

To AmeriNet:
                           AmeriNet Group.com, Inc.;
                          1941 Southeast 51st Terrace;
                              Ocala, Florida 34471;
                 Telephone (352) 694-6661; Fax (352) 694-1325;
                          e-mail ed@amerinetgroup.com;
                                Attention: Edward
                             C. Dmytryk, President;

                                      Page 35

<PAGE>



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


                           The Yankee Companies, Inc.;
               1941 Southeast 51st Terrace; Ocala, Florida 34471;
                  Telephone (352) 694-6661; Fax (352) 694-1325;
                     e-mail operations@yankeecompanies.com;

           Attention: Vanessa H. Lindsey, Chief Administrative Officer

     in each case, with copies to such other address or to such other persons as
     any Party will  designate  to the others  for such  purposes  in the manner
     hereinabove set forth.

(B)  (1)  The Parties acknowledge that Yankees serves as a strategic  consultant
          to  AmeriNet  and has  acted  as  scrivener  for the  Parties  in this
          transaction  but that  Yankees  is  neither  a law firm nor an  agency
          subject to any professional regulation or oversight.

     (2)  Because of the inherent  conflict of interests  involved,  Yankees has
          advised all of the Parties to retain  independent legal and accounting
          counsel to review this  Agreement  and its exhibits  and  incorporated
          materials (if any) on their behalf.

5.2       Amendment.

          No modification,  waiver,  amendment,  discharge  or  change  of  this
Agreement will be valid unless the same is in writing and signed by Parties.

5.3       Merger.

(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.

5.4       Survival.

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

5.5       Severability.

          If any provision or any portion of any  provision  of this  Agreement,
other than a conditions precedent,  if any, 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.

5.6       Governing Law and Venue.

          This Agreement  will be construed in  accordance  with the laws of the
State of Florida and any  proceeding  arising  between the Parties in any matter
pertaining or related to this Agreement will, to the extent permitted by law, be
held in Broward, Florida.

5.7       Dispute Resolution in lieu of Litigation.

(A)  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:

                                      Page 36

<PAGE>



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

         (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,  from  six
          alternatives  to be  provided,  in the  manner  set  forth  above  for
          selection of a mediator;

     (3) (a)   Expenses of  mediation  will be borne by the  Parties  equally if
               successful  but if  unsuccessful,  expenses of  mediation  and of
               arbitration  will be borne by the Party or Parties  against  whom
               the arbitration decision is rendered.

         (b)   If the terms of the arbitral  award do not establish a prevailing
               Party,   then  the  expenses  of   unsuccessful   mediation   and
               arbitration will be borne 1/2 by the Client and 1/2 by AmeriNet.

(B)  Judgment upon the award rendered by the arbitrator(s) may be entered in any
     court having jurisdiction thereof.

(C)  In any action  between  the  Parties  to  enforce  any of the terms of this
     Agreement or any other matter arising from this  Agreement,  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 litigation is initiated.

5.8       Benefit of Agreement.

(A)  The terms and  provisions of this  Agreement will be binding upon and inure
     to the benefit of the Parties,  jointly and  severally,  their  successors,
     assigns, personal representatives, estate, heirs and legatees.

(B)  The Parties  acknowledge that the Client is negotiating with AmeriNet for a
     possible  reorganization  pursuant to Section 368)(a)(1)(C) of the Code and
     in the event of such  reorganization,  the  Parties  hereby  agree that the
     entity acquiring the Client's assets and operations (the "Ultimate entity")
     will become  subject to all of the Client's  obligations  to Yankees  under
     this Agreement, including obligations under the Class A Bonds, and that the
     ownership  interests  of  Yankees  in the Client  shall be  converted  into
     equivalent  ownership interests in the Ultimate Entity,  which shall become
     its own reporting  company under Section 12(g) of the Exchange Act, with at
     least 10% of its common stock  registered for issuance  directly as a stock
     dividend to AmeriNet's stockholders.

5.9       Captions.

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

5.10      Number and Gender.

          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.

5.11      Further Assurances.

          The Parties hereby 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.

                                      Page 37

<PAGE>



5.12      Status.

(A)  Nothing  in  this  Agreement  will  be  construed  or  will   constitute  a
     partnership, joint venture,  employer-employee relationship,  lessor-lessee
     relationship, or principal-agent relationship.

(B)  Throughout the term of this  Agreement,  AmeriNet and Yankees will serve as
     independent  contractors,  as that term is  defined  by the  United  States
     Internal Revenue Service, and in conjunction therewith, will be responsible
     for all of their own tax reporting and payment obligations.

(C)  In  amplification of the foregoing,  AmeriNet and Yankees will,  subject to
     reasonable  reimbursement on a pre-approved budgetary basis, be responsible
     for providing their own office facilities and supporting personnel.

5.13      Counterparts.

(A)  This  Agreement  may be  executed in any number of  counterparts  delivered
     through facsimile transmission.

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

5.14      License.

(A)  (1)  This Agreement is the property of Yankees.

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

     (3)  This Agreement  will not be construed more  stringently or interpreted
          less favorably against AmeriNet based on authorship.

(B)  The Client hereby  acknowledge  that neither  Yankees nor AmeriNet is a law
     firm and that neither provided it with any advice,  legal or otherwise,  in
     conjunction  with this  Agreement,  but rather,  has suggested that it rely
     solely on its own  experience  and advisors in evaluating  or  interpreting
     this  Agreement and that the Client has confirmed  that this  Agreement and
     any forms of  agreements  or legal  instruments  provided  to the Client by
     Yankees or AmeriNet will be reviewed by the Client's legal counsel prior to
     use thereof.


         IN WITNESS WHEREOF, the Parties have executed this Agreement, effective
as of the last date set forth below.

Signed, Sealed & Delivered
In Our Presence
                                                 PRIMED TECHNOLOGIES, LC
----------------------------

____________________________                By:  /s/ Evan Brovenick
                                                 Evan Brovenick, Managing Member
Dated: January 16th 2001
                                         Attest: /s/ Alvin Brovenick
                                                 Alvin Brovenick, Secretary
{Seal}


                                      Page 38

<PAGE>



                                                 PRIMED TECHNOLOGIES, INC.
----------------------------

____________________________                 By: /s/ Evan Brovenick
                                                 Evan Brovenick, President
Dated: January 16th 2001
                                         Attest: /s/ Alvin Brovenick
                                                 Alvin Brovenick, Secretary
{Seal}

                                                 AMERINET GROUP.COM, INC.
----------------------------

____________________________                By: /s/ Edward C. Dmytryk, President
Dated: January 16th 2001
                                       Attest: /s/ Vanessa H. Lindsey, Secretary
{Seal}

                                                 THE YANKEE COMPANIES, INC.
----------------------------

____________________________              By:/s/ Leonard Miles Tucker, President
Dated: January 16th 2001
                                       Attest: /s/ Vanessa H. Lindsey, Secretary
{Seal}

                                      Page 39

<PAGE>



                               Exhibit 1.1(B)(1)-1
                                 Use of Proceeds

1.   Proceeds  will  be  provided,  subject  to  PriMed's  compliance  with  its
     obligations under the Agreement, in the following installments:

     A.   $20,000 upon execution of the Agreement;

     B.   $19,268.43 on the first Friday following execution of the Agreement;

     C.   $21,004.21  on the  Thursday  first  following  payment  of the second
          installment.

2.   Proceeds will be used solely for the following purposes:

     A.   Payroll expenses in the following amounts to the persons listed:

          Name                               Amount
          Chevas, Sonia S.                   $    860.23
          Fiske, Beatrice A.                 $    844.19
          O'Toole, Colleen M.                $    698.23
          Pythone, Sergeline                 $    624.58
          Santiago, Jeanette                 $    593.64
          Brenner, Myrna E.                  $    579.16
          Decker, Joan B.                    $    690.26
          Frontiera, Madelina                $    901.71
          Garcia, Geneva                     $    510.15
          Lacova, Lisa A.                    $  1,091.84
          Hiltchinson, Cora C.               $  1,314.98
          Delgado, Carmen                    $    257.16
          Evans, Ram J.                      $    469.56
          Kramer, Rochelle D.                $    307.61
          Kiritz, David T.                   $    889.23
          Marrero, Debbie Cuevas             $    719.47
          Stern, Sharon M.                   $    722.43
          Amoroso, Karen E.                  $    991.87
          Brovenick, Justin J.               $  1,780.05
          Flohr, Susan J.                    $  1,055.96
          Worrall, Melissa A.                $    470.26
          Amoroso, Agatino                   $  1,538.56
          Total                              $ 17,911.03

         B.       Payments covering the following open checks:


                            Check
          Date              Number   Amount        Recipient
          December 4,2000    1084    $ 1,278.95    Sony Electronics, Inc.
          January 3, 2001            $   500.00    Postalia/Postage
          January 4, 2001    1131    $ 1,092.95    Sprint PCS
          January 8, 2001    1136    $ 3,000.00    Norma Schereck
          January 8, 2001    1138    $   448.97    AutoNation Financial Services
          January 8, 2001    1139    $    90.10    Owen Business Systems
          January 9, 2001    1140    $ 1,268.82    Aim Riverside
          January 9, 2001    1144    $ 1,473.33    C.N.A. Insurance
          January 9, 2001            $   500.00    Postalia/Postage
          January 11, 2001   1145    $   205.00    Zsource

                                      Page 40

<PAGE>



          January 15, 2001   1146    $   766.99    John Olive
          January 16, 2001   1147    $   205.00    Department of State
          January 18, 2001           $   500.00    Postaila/Postage
          January 22, 2001   1148    $   229.61    Florida Department of Revenue
          January 22, 2001   1150    $ 1,473.33    C.N.A. Insurance
                                     $21,357.50        Total

         C.       Rental payable to FG Partners, Ltd., $21,004.21



                               Exhibit 1.1(B)(1)-2
                                  Business Plan


Provided under separate cover

                                      Page 41