Superseder & Conversion Agreement

     This  Superseder  &  Conversion  Agreement  (the  "Agreement")  is made and
entered into by and among  AmeriNet  Group.com,  Inc., a publicly  held Delaware
corporation  with a class of  securities  registered  under Section 12(g) of the
Securities  Exchange Act of 1934, as amended ("AmeriNet" and the "Exchange Act,"
respectively);  Vista  Vacations  International,  Inc.,  a  Florida  corporation
("Vista Vacations"); and, Nellie Tippery, a Washington resident ("Ms. Tippery"),
AmeriNet,   Vista  Vacations  and  Ms.  Tippery  being   sometimes   hereinafter
collectively referred to as the "Parties" or generically as a "Party").

                                    Preamble:

     WHEREAS,  Ms.  Tippery  has  in  various  documents  and  instruments  been
described as both a creditor and investor of Vista Vacations, and in conjunction
with a proposed  acquisition of Vista  Vacations by AmeriNet,  the status of Ms.
Tippery must be clearly established; and

     WHEREAS, as a condition to AmeriNet's  acquisition of Vista Vacations,  Ms.
Tippery must be deemed solely a creditor of Vista Vacations and must irrevocably
agree to convert all debts,  liabilities  and  obligations  owed to her by Vista
Vacations  into the right to receive  66,667 shares of AmeriNet's  common stock;
and

     WHEREAS,  in order to induce  AmeriNet  to  acquire  Vista  Vacations,  Ms.
Tippery  has  agreed  to  irrevocably  convert  all of Vista  Vacations'  debts,
obligations  and  liabilities  to  her  or her  affiliates,  including,  without
limitation,  loans  aggregating  at least  $180,000,  into the right to  receive
66,667 shares of AmeriNet Common Stock:

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

                                   Witnesseth:

                                    Article I
                                   Definitions

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

(A)  Accredited Investor:

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

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

          (1)  Any bank as defined in section 3(a)(2) of the Act, or any savings
               and loan  association or other  institution as defined in section
               3(a)(5)(A)  of  the  Act  whether  acting  in its  individual  or
               fiduciary  capacity;  any broker or dealer registered pursuant to
               section 15 of the Securities  Exchange Act of 1934; any insurance
               company as defined in section  2(13) of the Act;  any  investment
               company  registered under the Investment Company Act of 1940 or a
               business  development  company as defined in section  2(a)(48) of
               that Act; Small Business Investment Company licensed by the U.S.

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<PAGE>


               Small Business  Administration under section 301(c) or (d) of the
               Small Business  Investment Act of 1958; any plan  established and
               maintained by a state, its political subdivisions,  or any agency
               or instrumentality  of a state or its political  subdivisions for
               the benefit of its  employees,  if such plan has total  assets in
               excess of $5,000,000; employee benefit plan within the meaning of
               the  Employee  Retirement  Income  Security  Act of  1974  if the
               investment  decision is made by a plan  fiduciary,  as defined in
               section  3(21) of such Act,  which is either a bank,  savings and
               loan association,  insurance  company,  or registered  investment
               adviser,  or if the  employee  benefit  plan has total  assets in
               excess of $5,000,000 or, if a self-directed plan, with investment
               decisions made solely by persons that are accredited investors;

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

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

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

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

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

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

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

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

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

(D)      Exchange Act Reports:

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

(E)      Washington Act:   The Securities Act of Washington

(F)      Washington Rule:

                    WAC  Rule  460-44A-050:  Isolated  transactions,  Sales  not
                    involving a public offering:

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<PAGE>



    (1)   An  "isolated  transaction"  within the  meaning  of RCW  21.20.320(1)
          includes:

         (a)   Subject to the limitation of (b) of this subsection,  any sale of
               an  outstanding  security  by or on  behalf  of a  person  not in
               control of the issuer or controlled by the issuer or under common
               control with the issuer and not involving a distribution;

         (b)   Any sale  satisfying the  requirements  of (a) of this subsection
               that is effected through a broker-dealer, provided that it is one
               of not more than three such  transactions  effected by or through
               the broker-dealer in this state during the prior twelve months;

         (c)   Any sale of an  outstanding  security by or on behalf of a person
               in  control of the  issuer or  controlled  by the issuer or under
               common  control with the issuer if the sale is effected  pursuant
               to:

              (i)   Brokers' transactions in accordance with section 4(4) of the
                    Securities Act of 1933 and Rule 144 thereunder; or

             (ii)   Any other  transaction not effected  through a broker-dealer
                    and not involving a distribution, if the sale, including any
                    other sales of securities of the same class during the prior
                    twelve  months  inside or outside  this state by the person,
                    does not  exceed  1% of the  outstanding  shares or units of
                    that class; or

    (d)   Any sale of a security by or on behalf of an issuer that is one of not
          more than three such transactions  inside or outside this state during
          the prior twenty-four months.

          An  exemption  provided by (a),  (b),  (c), or (d) of this  subsection
          shall not be available for any offering made in a manner  inconsistent
          with the  limitations  set  forth  in (a),  (b),  (c),  or (d) of this
          subsection, respectively.

         (2)  "Sales not  involving a public  offering,"  within the meaning of
               RCW  21.20.320(1),  is  interpreted  by the  director in a manner
               consistent  with  section 4(2) of the federal  Securities  Act of
               1933 and Securities and Exchange Commission Act Release No. 4552.

(G)      Reorganization Agreement

               The agreement  between  AmeriNet and all of the  stockholders  of
               Vista  Vacations  pursuant to which  AmeriNet will acquire all of
               Vista Vacation's  common stock in exchange for shares of AmeriNet
               common stock,  a copy of which is annexed  hereto and made a part
               hereof as exhibit 1(F).

(H)      Securities Act        The Securities Act of 1933, as amended.



                                      231
<PAGE>



                                   Article II
                                   Conversion

     Subject to the  condition  precedent  that  Closing  on the  Reorganization
Agreement takes place on or before April 30, 2000:

(A)      (1)      Ms.  Tippery  hereby  irrevocably   agrees  to convert  all of
                  Vista Vacations' debts,  obligations and liabilities to her or
                  her   affiliates,   including,   without   limitation,   loans
                  aggregating  at  least  $180,000,  into the  right to  receive
                  66,667 shares of AmeriNet Common Stock (the "Tippery Shares").

         (2)      The conversion shall be effective without any further required
                  action or  documentation  by Ms. Tippery in the event that the
                  Reorganization  Agreement  is Closed  upon  prior to April 30,
                  2000.

         (3)      In the event that the  Reorganization  Agreement is not Closed
                  upon prior to April 30,  2000,  then this  Agreement  shall be
                  deemed null and void,  as if it had never been  entered  into,
                  and  Ms.  Tippery  and  Vista   Vacations   shall  resume  all
                  relationships  and obligations  between them, as existed prior
                  to the execution hereof.

(B)     (1)       In  consideration   for  Ms.  Tippery's  conversion  of all of
                  Vista Vacations' debts,  obligations and liabilities to her or
                  her   affiliates,   including,   without   limitation,   loans
                  aggregating  at  least  $180,000  into  the  Tippery   Shares,
                  AmeriNet  hereby  agrees  to issue the  Tippery  Shares to the
                  order of Ms. Tippery.

         (2)      In the event that the  Reorganization  Agreement is not Closed
                  upon prior to April 30,  2000,  then this  Agreement  shall be
                  deemed null and void,  as if it had never been  entered  into,
                  and  Ms.   Tippery  and  AmeriNet  shall  have  no  rights  or
                  liabilities  as to  each  other  based  on this  Agreement  or
                  matters incidental thereto.

(C)      Subject to the condition  precedent reflected above, the Tippery Shares
         shall  be  issued  to  Ms.  Tippery  following  closing  on  AmeriNet's
         acquisition of Vista Vacations (the "Closing"),  concurrently  with the
         issuance of shares of  AmeriNet's  common stock to the holders of Vista
         Vacations' common stock immediately  preceding the Closing, in reliance
         on the exemption from registration under the Securities Act provided by
         Section 4(6) thereof  based on Ms.  Tippery's  status as an  Accredited
         Investor.

(D)      As a material  inducement to AmeriNet's  consideration of Ms. Tippery's
         offer to convert all of Vista Vacation's  obligations,  liabilities and
         debts  owed to her and her  affiliates  into  the  Tippery  Stock,  Ms.
         Tippery represents, warrants and covenants to AmeriNet, as follows:

         (1)   Ms. Tippery 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 her
               advisors  or   representatives,   if  any,  such   knowledge  and
               experience  in financial  matters that Ms.  Tippery is capable of
               evaluating  the relative  risks and merits of this  subscription,
               the text of Rule 501(a) being set forth, in full, above;

         (2)   Ms.  Tippery   acknowledges  that  she  has,  based  on  her  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 her in particular;

         (3)  (a)   Ms. Tippery  understands  that the offer and issuance of the
                    AmeriNet  Stock is being made in reliance  on Ms.  Tippery's
                    representation  that  she  has  reviewed  all of  AmeriNet's
                    reports filed with the Commission  during the past 12 months
                    and posted on the Commission's Internet

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<PAGE>



                    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)  Ms. Tippery is fully aware of the material risks  associated
                    with  becoming an investor in AmeriNet and confirms that she
                    was  previously  informed  that all  documents,  records and
                    books pertaining to this investment have been available from
                    AmeriNet  and  that  all  docu  ments,   records  and  books
                    pertaining  to this  transaction  requested by her have been
                    made available to her;

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

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

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

         (7)   Ms. Tippery acknowledges and is aware that:

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

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

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

         (9)  (a)   The   certificates   for  the   AmeriNet   Stock  will  bear
                    restrictive  legends and  AmeriNet's  transfer agent will be
                    instructed  not to transfer  the subject  securities  unless
                    they  have  been  registered  pursuant  to  Section 6 of the
                    Securities  Act or an  opinion  of  counsel  to Ms.  Tippery
                    satisfactory  to legal  counsel to AmeriNet  and  AmeriNet's
                    president 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   shall  read  as   follows:   "The   securities
                    represented   by  this   certificate   were  issued  without
                    registration  under the  Securities Act of 1933, as amended,
                    or  comparable  state laws in reliance on the  provisions of
                    Section  4(6)  of  such  act,  and   comparable   state  law
                    provisions.  These securities may not be transferred pledged
                    or  hypothecated  unless  they are  first  registered  under
                    applicable   federal,   state  or  foreign   laws,   or  the
                    transaction   is   demonstrated   to  be  exempt  from  such
                    requirements to AmeriNet's satisfaction."

                                      233
<PAGE>




                                   Article III
                                   Superseder

(A)      The terms of this Agreement supersede the terms of all other agreements
         between Vista Vacation and Ms. Tippery and her 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,  Vista
         Vacations and Ms.  Tippery  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.

                                   Article IV
                               General Provisions

4.1      Interpretation.

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

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

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

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

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

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

4.2      Notice.

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

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<PAGE>



         (1)      To AmeriNet:

                            AmeriNet Group.com, Inc.
                            Crystal Corporate Center;
       2500 North Military Trail, Suite 225-C; Boca Raton, Florida 33431
                   Attention: Michael Harris Jordan, President
                  Telephone (561) 998-3435, Fax (561) 998-3425;
             and, e-mail michael@amerinetgroup.com; with a copy to
                 G. Richard Chamberlin, Esquire; General Counsel

                            AmeriNet Group.com, Inc.
                   1941 Southeast 51st Terrace; Ocala, Florida
            34471 Telephone (352) 694-6714, Fax (352) 694-9178; and,
                         e-mail, grichard@atlantic.net.

         (2)      To Vista Vacations:

                       Vista Vacations International, Inc.
               5653 Northwest 29th Street; Margate, Florida 33063
                        Attention: Teri Nadler, President
                  Telephone (954) 975-0898; Fax (954) 975-8447;
                   e-mail terie@flinet.com; with a fax copy to

                                   Scott Ugell
                    155 North Main Street; New City, New York
            10956 Telephone (914) 639-7011; Fax (914) 639-7088; and,
                             e-mail esqjudge@aol.com

         (3)      Ms. Tippery:

                               Ms. Nellie Tippery
                219 East Wiser lake Road; Lyden, Washington 98264
                       Social Security Number ###-##-####
                  Telephone (360) 354-0600; Fax (360) 354-0630

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

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

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

         (2)   Yankees  has  advised  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  shall be solely at
               their own risk, each Party acknowledging that applicable rules of
               the Florida  Bar  prevent  AmeriNet's  general  counsel,  who has
               reviewed,   approved  and  caused   modifications  on  behalf  of
               AmeriNet,  from  representing  anyone other than AmeriNet in this
               transaction.
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4.3      Merger of All Prior Agreements Herein.

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

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

4.4      Survival.

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

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

4.6      Governing Law.

     This Agreement  shall 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 shall be
         entitled to recover from the  indemnifying  Party,  all costs  incurred
         including  reasonable  attorneys'  fees  throughout  any  negotiations,
         trials or appeals, whether or not any suit is instituted.

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  shall,  to the extent  legally
         permitted, be held in Broward County, Florida, and the prevailing Party
         shall  be  entitled  to  recover  its  costs  and  expenses,  including
         reasonable attorneys' fees up to and including all negotiations, trials
         and appeals, whether or not any formal proceedings are initiated.

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

                                      236

<PAGE>



         (1)  (a)   First,  the issue shall be submitted  to mediation  before a
                    mediation service in Broward County,  Florida to be selected
                    by lot  from six  alternatives  to be  provided,  two by Ms.
                    Nadler, two by AmeriNet and two by Vista Vacations.

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

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

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

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

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

4.9      Benefit of Agreement.

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

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    shall    constitute   one   Agreement
         notwithstanding  that  all  signatories  are  not  signatories  to  the
         original or the same counterpart.

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

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 G. Richard  Chamberlin,
     Esquire, AmeriNet's acting general counsel.

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

                                      237

<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,  Vista Vacations and Ms. Tippery 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/ Michael H. Jordan
                                                   _____________________________
                                                    Michael H. Jordan, President
         (Corporate Seal)

                                          Attest:  /s/ Vanessa H. Lindsey
                                                   _____________________________
                                                   Vanessa H. Lindsey, Secretary
Dated:   March 12, 2000

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

         On this 12th day of March,  2000, before me, a notary public in and for
the county  and state  aforesaid,  personally  appeared  Michael  H.  Jordan 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 26 day of April, 2004.

         {Seal}
                                                /s/ Charles S. Scimeca
                                                --------------------------------
                                                                   Notary Public


                                      238
<PAGE>


                                             Vista Vacations International, Inc.
_________________________________                       (a Florida corporation)

_________________________________           By:    /s/ Teri Nadler
                                                   _____________________________
                                                          Teri Nadler, President

         (Corporate Seal)

                                          Attest:  /s/ Alicia Torrealba
                                                   _____________________________
                                                     Alicia Torrealba, Secretary

Dated:   March 12, 2000

State of Florida           }
County of Broward          } ss.:

         On this 12th day of March,  2000, before me, a notary public in and for
the county  and state  aforesaid,  personally  appeared  Teri  Nadler and Alicia
Torrealba,  to me known,  and known to me to be the  president  and secretary of
Vista Vacations International,  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 Vista  Vacations  International,  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 26 day of April, 2004.

         (Seal)                                     /s/ Chales J. Scimeca
                                                    ----------------------------
                                                            Notary Public

---------------------------------
                                                       /s/ Nellie Tippery
---------------------------------                    ---------------------------
                                                             Nellie Tippery

Dated:   March 12, 2000

State of   California      }
County of  Riverside       } ss.:

         On this 13th day of March,  2000, before me, a notary public in and for
the county and state aforesaid, personally appeared Nellie Tippery, to me known,
and known to me to be the person who  executed  the  foregoing  instrument,  and
acknowledged the execution  thereof to be her 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 26 day of September, 2002.

         (Seal)                                      /s/ Shirley J. Schwilk
                                                   ----------------------------
                                                                Notary Public

                                      239

<PAGE>
                                  Exhibit 1(F)
                          The Reorganization Agreement

         This exhibit has been provided to Ms. Tippery under separate cover, and
by her initials on the bottom of this page, such receipt is hereby acknowledged.

                                 Exhibit 3(D)(6)
                         Ms. Tippery's Investment Letter

March 12, 2000

Michael Harris Jordan
President

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

         Re.:  Conversion of Vista Vacation Obligations for AmeriNet Securities

Dear Sir:

         I hereby  certify and  warrant  that I am  relinquishing  all rights to
repayment of $180,000,  together  with accrued  interest,  as well as all rights
under  liabilities,  debts and obligations owed to me and my affiliates by Vista
Vacations,  Inc., a Florida  corporation  ("Vista  Vacations")  that AmeriNet is
acquiring concurrently with the execution of this letter, and the superseder and
conversion  agreement to which this letter is an exhibit (the  "Agreement"),  in
consideration  for the issuance to me of 66,667 shares of AmeriNet  Common Stock
(the  "AmeriNet  Stock,").  I hereby  certify under penalty of perjury that upon
receipt of the  AmeriNet  Stock,  I will be  acquiring it 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  AmeriNet  Stock.  No one other than me has any
beneficial interest in the AmeriNet Stock.

         I further  certify that 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 AmeriNet,  that this  transaction
was being effected in full compliance with the applicable  securities laws of my
state  of  domicile,  based  on  the  exemption  provided  by  Rule  460-44A-050
promulgated  under  authority of Section  21.20.320(1)  of the Securities Act of
Washington.



                                     240
<PAGE>



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

         I am fully aware that the AmeriNet Stock is being offered and issued by
AmeriNet  to 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.

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

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

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

                                Very truly yours,

                               /s/ Nellie Tippery

                                 Nellie Tippery


                                       241